HANOVER BOARD SEAT Sample Clauses

HANOVER BOARD SEAT. Subject to Schlumberger or any of its Affiliates continued ownership of at least five percent (5%) of Hanover's issued and outstanding capital stock, Hanover and Hanover's ultimate parent company, if any, shall appoint, nominate, and recommend the election of a director designated by Schlumberger to serve with full voting rights until the later to occur of (a) the fifth (5th) anniversary of the Closing Date and (b) the termination of the Alliance Agreement, provided that the identity of such director is reasonably acceptable to Hanover. If Schlumberger's designee is not elected, Hanover shall, to the extent permitted by Delaware law, the rules of the New York Stock Exchange and Hanover's Charter Documents, take all actions necessary (including, if necessary, expanding Hanover's board of directors) to appoint a designee of Schlumberger to Hanover's board of directors, provided that the identity of such nominee is reasonably acceptable to Hanover and such person has not unsuccessfully stood for election as a director of Hanover. In addition, if the Schlumberger designee shall resign or be removed from office for any reason, Hanover shall, to the extent permitted by Delaware law, the rules of the New York Stock Exchange and Hanover's Charter Documents, appoint, nominate and recommend the election of a replacement director designated by Schlumberger and take all actions necessary to appoint such replacement director to fill such vacancy, provided that the identity of such replacement director is reasonably acceptable to Hanover. Hanover agrees not to change its Charter Documents without the consent of the Schlumberger designee to, in any way, limit its ability to fulfill its obligation under this SECTION 5.9.
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Related to HANOVER BOARD SEAT

  • Board Seat Upon termination of Executive’s employment by either party for any reason, Executive will resign his position on the Board and any other positions he may hold with or for the benefit of the Company and/or its affiliates, including, but not limited to, as an officer and/or director of any Company subsidiaries.

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Directors of Surviving Corporation At the Effective Time of the Merger, the Board of Directors of the Surviving Corporation shall be comprised of the persons serving as directors of Merger Sub immediately prior to the Effective Time of the Merger. Such persons shall serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Company Board Approval The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

  • Parent Board Section 3.3(a) ............31

  • Company Board Section 2.3(a)........... 9

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Officers and Directors of the Surviving Corporation (a) From and after the Effective Time, the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, each to hold office until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

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