Holdco Board of Directors. On or prior to the time the Second Step Certificate of Merger (as herein defined) is filed with the Secretary of State of the State of Delaware, the Company shall cause those persons set forth on Schedule 1(e) hereto to be appointed to the Holdco Board of Directors to serve until such time as their successors are duly elected or qualified.
Holdco Board of Directors. Effective at the Effective Time, the Board of Directors of Holdco shall consist of 13 directors, comprising (a) eight independent members of the Board of Directors of Parent as of immediately prior to the Effective Time, plus the Chief Executive Officer of Parent and (b) four independent members of the Board of Directors of the Company as of immediately prior to the Effective Time. In furtherance of the foregoing, within 30 days following the date hereof, the Company shall provide to Parent a list of independent members of the Board of Directors of the Company who are willing to serve as members of the Board of Directors of Holdco effective at the Effective Time. Within 30 days following the date of delivery of such list, Parent shall select the four members of the Board of Directors of the Company from such list who shall serve as members of the Board of Directors of Holdco effective at the Effective Time.
Holdco Board of Directors. Actavis and the Actavis Board and Holdco and the Holdco Board shall take all actions necessary so that, as of the Effective Time, the number of directors that comprise the full Holdco Board shall be no more than twelve, and such board of directors shall upon the Effective Time consist of (i) no more than seven individuals of the Actavis Board as of immediately prior to the Effective Time and (ii) five individuals who shall be members of the Warner Chilcott Board as of the date of this Agreement, to be selected by the Governance Committee of the Actavis Board pursuant to the director nomination process set forth in Actavis’s proxy statement on Schedule 14A filed with the SEC on March 29, 2013; provided, however, that upon written notice from Actavis to Warner Chilcott, only four individuals who shall be members of the Warner Chilcott Board as of the date of this Agreement shall be designated to the Holdco Board, and the remaining position on the Holdco Board shall be filled by a new independent director to be selected by the Governance Committee of the Actavis Board. In the event that, prior to the Effective Time, any designee of Warner Chilcott to the Holdco Board is unable to serve on such board of directors, a replacement shall be similarly selected by the Governance Committee of the Actavis Board from the existing members of the Warner Chilcott Board as designated by Warner Chilcott.
Holdco Board of Directors. At or prior to the Effective Time, the Board of Directors of HoldCo will take all action necessary to elect, effective immediately following the Effective Time, to such Board of Directors at least two persons who were members of the Conectiv Board of Directors prior to the Effective Time, chosen by the mutual agreement of Parent and Conectiv.
Holdco Board of Directors. Xxxxx and the Xxxxx Board and Holdco and the Holdco Board shall take all actions necessary so that, as of the Effective Time, the number of directors that comprise the full Holdco Board shall be twelve, and such board of directors shall upon the Effective Time consist of (i) the members of the Xxxxx Board as of immediately prior to the Effective Time and (ii) two individuals, who shall be members of the Xxxxxx Board as of the date of this Agreement, to be selected by the Governance Committee of the Xxxxx Board pursuant to the director nomination process set forth in Xxxxx’x proxy statement on Schedule 14A filed with the SEC on March 16, 2012. In the event that, prior to the Effective Time, any designee of Xxxxxx to the Holdco Board is unable to serve on such board of directors, a replacement shall be similarly selected by the Governance Committee of the Xxxxx Board from the existing members of the Xxxxxx Board as designated by Xxxxxx.
Holdco Board of Directors. The Bidder and the Bidder Board and Holdco and the Holdco Board shall take all actions necessary so that, as of the Effective Time, the directors that comprise the full Holdco Board shall be the directors of Bidder Board.
Holdco Board of Directors. Holdco shall have taken all actions necessary to constitute or reconstitute, as applicable, the composition of the Board of Directors of Holdco to comply with the Stockholders’ Agreement.
Holdco Board of Directors. Competence Resolution of the following issues shall be made by all of the Board of Directors members [unanimously]: Approval of any transactions (or several interrelated transactions) irrespectively of their nature amounting to/exceeding the amount equal to [___]; Approval of the Next Round of Investing, including approval of additional HoldCo shares issue and individuals and/or legal entities intending to participate in the Next Round of Investing; Decision to create the Share Option Plan and approval of its terms and conditions; Reorganization (irrespectively of its form), liquidation of the HoldCo and/or RusCo; Sale or any other form of alienation or transfer of the TargetCo IP; Deciding on issues attributed according to the Russian Federation laws and/or the TargetCo charter to the exclusive competence of the TargetCo general participants meeting. For the avoidance of doubts the Parties agree that transactions are considered to be interrelated transactions, if: Such transactions are aimed at achievement of the same business purpose; and Assets (property, rights, obligations) being subject of transactions are of the same type (legal nature) and/or serving the same business purposes (i.e., shares of the same legal entity); and Consolidation of all assets (property, rights, obligations) being subject to transactions is made by the same counterparty or there is a legal connection (such as between parental company and its subsidiary or affiliate) between counterparties of such transactions.
Holdco Board of Directors. (a) Subject to Section 1.07(b), the directors and officers of Parent immediately prior to the East Effective Time shall be the directors and officers of Holdco until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(b) At or prior to the East/Toucan Effective Time, the Board of Directors of Holdco (the “Holdco Board of Directors”) shall take all actions as may be necessary, including securing resignations of existing members of the Holdco Board of Directors, to cause: (i) the number of directors constituting the full Holdco Board of Directors to be eleven (11) and (ii) the Holdco Board of Directors as of the East/Toucan Effective Time to be composed of: (A) the seven (7) directors of Parent immediately prior to the Closing (each, a “Parent Director Designee”) and (B) four (4) directors designated by the Company prior to the Closing (each, a “Company Director Designee”). At or prior to the East/Toucan Effective Time, the Holdco Board of Directors shall take all actions as may be necessary to appoint one Parent Director Designee and one Company Director Designee to serve as co-chairpersons of the Holdco Board of Directors.
Holdco Board of Directors. Each of the Company Designated Directors shall have been appointed as a director of Holdco.
