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.
Sample 1
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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 The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

  • 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 The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • 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;

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • School Board Any reference to School Board or District in this Agreement shall mean the District and/or its designated officials.

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