Holding Company Board and Officers Sample Clauses

Holding Company Board and Officers. (a) At the Effective Time, the Holding Company Board shall consist of eight directors, four of whom shall be current members of the aaiPharma Board designated prior to the Effective Time by aaiPharma and four of whom shall be current members of the CIMA Board designated prior to the Effective Time by CIMA (collectively, such designees and any replacements therefor are referred to as the "Board Designees"). Prior to the Effective Time, CIMA shall designate two of its Board Designees who are Independent Directors and aaiPharma shall designate three of its Board Designees who are Independent Directors to serve on a selection committee (the "Selection Committee") of the Holding Company Board to select and elect certain additional members of the Holding Company Board as set forth in Section 6.04(b). Each of CIMA and aaiPharma shall notify the other party of its Board Designees and those Board Designees designated to serve on the Selection Committee no later than two Business Days prior to the Effective Time. aaiPharma and Holding Company agree to take all action necessary to elect the Board Designees to serve as the Holding Company Board immediately prior to the Effective Time. aaiPharma and Holding Company agree to take all action necessary to cause the Holding Company Board to establish the Selection Committee as a committee of the Holding Company Board, immediately prior to the Effective Time, empowered to take all actions described in Section 6.04(b) below. In the event that, prior to the Effective Time, any of the Board Designees or of the designated members of the Selection Committee becomes unable or unwilling to serve as a member of the Holding Company Board or Selection Committee, respectively, the party designating such Board Designee or member of the Selection Committee, as the case may be, may designate a replacement Board Designee or member of the Selection Committee as applicable; provided that any replacement member of the Selection Committee must be an Independent Director. (b) Within 20 Business Days after the Effective Time, the Selection Committee shall select up to three individuals (the "Additional Directors") to serve as members of the Holding Company Board, each of whom shall have agreed so to serve. Each of the Additional Directors shall be Independent Directors unless the Selection Committee unanimously agrees otherwise. The Selection Committee may meet in person or by teleconference and at such time or times as it shall determine for s...
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Related to Holding Company Board and Officers

  • Duties of Board and Officers Except to the extent otherwise provided herein, each Director and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Directors and Officers From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

  • Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Managers and Officers The managers of Merger Sub immediately prior to the Effective Time shall be the managers of the Surviving Company and shall hold office until their respective successors are duly appointed, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company and shall hold office until their respective successors are duly appointed and qualified, or their earlier death, resignation or removal.

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