Interim Governance Clause Samples
Interim Governance. For the period from execution of this Agreement up to the Closing Date:
(a) promptly upon execution of this Agreement, the Parties shall cause an Interim Board (the “Interim Board”) consisting of the two (2) Alfa Directors and the two (2) Telenor Directors to be constituted. On or prior to the Closing Date, the Parties shall procure that the Interim Board is replaced and the Board is constituted in accordance with Section 4.06(a) and Section 4.06(b) above; and
(b) promptly upon execution of this Agreement, the Parties shall cause an interim board of HoldCo (the “Interim HoldCo Board”) consisting of one (1) Alfa nominee director and one (1) Telenor nominee director to be constituted. On or prior to the Closing Date, the Parties shall procure that the Interim HoldCo Board is replaced and the HoldCo board is constituted in accordance with Section 4.14 above.
Interim Governance. The Sponsors shall have the sole right to (and the Additional Holders shall not have any right or ability to) cause Parent or Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of this Agreement or the Merger Agreement or (ii) in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including (a) determining that any of the Offer Conditions or conditions to the closing of the Merger have been satisfied and, assuming such satisfaction, determining to close the Offer and/or the Merger, (b) waiving compliance with any covenants, agreements or the conditions contained in the Offer Documents and/or Merger Agreement or amending, supplementing or modifying any such agreement, (c) terminating the Offer or the Merger Agreement in accordance with its respective terms, (d) extending the expiration of the Offer and/or increasing the offer price in the Offer, (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement or the Offer, (f) determining not to consummate the contribution and subscription contemplated by this Agreement, and/or (g) causing Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto.
Interim Governance. The Sponsors shall have the sole right to cause Parent or Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of this Agreement or the Merger Agreement or (ii) in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including (a) determining that any of the Offer Conditions or conditions to the closing of the Merger have been satisfied and, assuming such satisfaction, determining to close the Offer and/or the Merger, (b) waiving compliance with any covenants, agreements or the conditions contained in the Offer Documents and/or Merger Agreement or amending, supplementing or modifying any such agreement, (c) terminating the Offer or the Merger Agreement in accordance with its respective terms, (d) extending the expiration of the Offer and/or increasing the offer price in the Offer, (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement or the Offer, (f) determining not to consummate the contribution and subscription contemplated by this Agreement, and/or (g) causing Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto.
Interim Governance. Until the terms of the individuals elected as the new OPC Board of Directors commence and the other governance changes contemplated by the OPC Bylaw Amendments are fully implemented in accordance with Section 3.1(a), the existing Board of Directors of OPC shall continue to serve as the directors of OPC.
Interim Governance. 16 ARTICLE 4
Interim Governance