Holding Company Board of Directors Sample Clauses

Holding Company Board of Directors. Prior to the Effective Time, Xxxxxxx and Cardiac shall take all necessary actions so that the Board of Directors of Holding Company shall consist of the following nine members (with any vacancies to be designated upon the mutual agreement of Xxxxxxx and Cardiac): Xxxxxxx X. Xxxxx, Chairman, Xxxxxxxx Xxxxxxx-Xxxxxxx, Vice-Chairman, Xxxxx Xxxxxxx, W. Xxxxxx Xxxx, Xxx-Xxxxx Xxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxx X. Xxxxxx, III and Xxxxxxx X. X'Xxxxxxx, Xx.
Sample 1
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Holding Company Board of Directors. Immediately prior to ---------------------------------- the Effective Time, the Board of Directors of Holding Company will take all necessary action to expand the size of its Board of Directors of Holding Company to 14 members and to appoint to the Holding Company Board, as of the Effective Time, 4 current members of the Omnipoint Board selected by Omnipoint who agrees to serve in that capacity (the "New Directors"). From the Effective Time until and including the second annual meeting of the stockholders of Holding Company taking place after the Effective Time, the Board of Directors of Holding Company will nominate the New Directors for reelection to the Holding Company Board of Directors at each subsequent annual or special meeting of the stockholders of Holding Company at which the New Directors' term expires. The provisions of this Section 7.4 shall survive the consummation of the Transactions and are intended to benefit, and shall be enforceable by, the New Directors.
Sample 1
Holding Company Board of Directors. At the Effective Time, the directors of the Holding Company shall be as follows: Vernxx Xxxx John Xxxx Marc Easox Xxxxxx Xxx, M.D. Bingxxx Xxxaxxx Gregxxx Xxxxxx Regixxxx Xxxxxxx Bettx Xxxx Lennx Xxxxx Timoxxx Xxxxxxx Neal Xxxxxxx, Xx. Michxxx Xxxxxxxx Haroxx Xxxxxxxx John Xxxxxxx Larrx Xxxxxxx Jerox Xxxx Vernxx Xxxx Said persons shall hold office until the next annual meeting of the shareholders of Holding Company and until their successors are elected in accordance with the bylaws of Holding Company. If at the Effective Time any vacancy shall exist on the board of directors of Holding Company, such vacancy shall be filled in the manner specified in the bylaws of Holding Company.
Sample 1
Holding Company Board of Directors. At the Effective Time, the Board of Directors of the Holding Company shall be the same as the Bank’s prior to the reorganization. The directors shall hold office until the next annual meeting of the shareholders of the Holding Company and until their successors are elected in accordance with the bylaws of the Holding Company. If at the Effective Time any vacancy shall exist on the board of directors of the Holding Company, such vacancy shall be filled in the manner specified in the bylaws of the Holding Company.
Sample 1

Related to Holding Company Board of Directors

  • 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.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • 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; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • 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.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

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