New Board Sample Clauses

New Board. Promptly after the execution and delivery of this Agreement, but in any event within three (3) Business Days thereafter, Holdings shall appoint a new board of directors which shall consist of Cxxxxxxxxx Xxxxxxxx, Jxx Xxxxx, and Jxxx Xxxxxxx (the “New Board”). The Parties agree that all material decisions concerning the Merger, this Agreement and the transactions contemplated hereby (including, without limitation, the decision to proceed with the Closing) shall be made by a simple majority vote of each New Board (and not by any committee thereof). Members of each New Board shall be allotted one vote on matters on which each New Board may vote under this Agreement. Immediately prior to the establishment of each New Board, Holdings shall have in place director and officer insurance policies with such coverage, deductibles, exclusions and other reasonable terms and conditions. Further, Holdings shall agree in writing to indemnify all of the members of each New Board to the fullest extent permitted by Law. Holdings shall amend and modify its certificate of incorporation and bylaws to effect the provisions of this Section 5.11. At least three Business Days prior to such directors being appointed to the New Board, Holdings shall provide to such directors written confirmation (in form and substance satisfactory to such directors and their respective legal counsel) that Holdings has complied fully with its obligations in this Section 5.11.
Sample 1Sample 2Sample 3See All (5)
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New Board. 3. Upon the execution of this Agreement, but subject to Section 10, the Company and each of Stylianides, Xxxxx Xxx (“Xxx”), Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx X’Xxxxxxxx shall take any and all steps necessary to ensure that the board of directors of Eco Oro shall be comprised of, and only of, the “Elected Directors” (the “New Board”). The term “Elected Directors” refers, collectively, to (i) the Tenor Nominees (as defined below), (ii) the Concerned Shareholders’ Nominees (as defined below) and (iii) the Independent Director (as defined below). The “Tenor Nominees” shall be Xxx and Stylianides. The “Concerned Shareholders’ Nominees” shall be Xxxxx and XxXxx. The “Independent Director” is Xxxxx, who was selected using the following process (the “Independent Selection Process”): the Independent Director was a person selected by Xxxxx from a list of three candidates put forward by Trexs where each person on such list
Sample 1Sample 2
New Board. Director selections for the New Board shall be subject to the following: (a) Each director selected by the Ad Hoc Noteholder Group and the Equity Committee must be independent as defined by the applicable NASDAQ and SEC rules; (b) The Debtors, the Ad Hoc Noteholder Group, and the Equity Committee agree to work together in good faith to select a board of directors that collectively best serves the interests of a public company in the cryptocurrency mining industry; (c) After the Effective Date, subject to clause (d) below, the nomination and appointment of directors to the board of directors of Reorganized Parent will be in accordance with customary nomination procedures for public companies and in accordance with the New Corporate Governance Documents of Reorganized Parent; (d) Subject to any applicable laws (including NASDAQ requirements and the Delaware General Corporation Law, 8 Del. C. § 101, et seq.), the New Corporate Governance Documents for Reorganized Parent shall provide for a staggered classified board with the following three classes: (a) class 1 with an initial tenure to expire thirteen (13) months after the Effective Date, (b) class 2 with an initial tenure to expire twenty-six (26) months after the Effective Date, and (c) class 3 with an initial tenure to expire thirty-nine (39) months after the Effective Date. Both directors selected by the Ad Hoc Noteholder Group shall be class 3 directors. Both directors selected by the Equity Committee shall be class 2 directors. The New Corporate Governance Documents for Reorganized Parent shall provide that the annual stockholders meeting to elect the members of the board of directors then up for election will be held every thirteen (13) months and, for the first thirty-nine (39) months following the Effective Date, such provision may only be amended with the consent of at least one director selected by the Ad Hoc Noteholder Group. For the first thirty-nine (39) months following the Effective Date, if any director appointed by the Ad Hoc Noteholder Group resigns or is removed from the New Board for any reason including due to death or disability or for cause, any replacement for such director shall be chosen from a list of nominees provided by the Ad Hoc Noteholder Group; and (e) The New Corporate Governance Documents shall provide that, for the first thirty-nine (39) months following the Effective Date, the affirmative vote of at least one director selected by the Ad Hoc Noteholder Group shall be requ...
Sample 1
New Board. The Company shall take any and all actions necessary on its part (including obtaining the resignation of directors) to cause the directors comprising the full Board, subject to the completion of the Exchange and with effect as of January 1, 2004, to consist of those members in the table set forth below (the “New Board”), in each case such appointments to be in accordance with the Charter and to remain effective through and from January 1, 2004 in accordance with the Charter, the Company’s by-laws (the “By-Laws”) and applicable law. The directors comprising the New Board shall, from and after January 1, 2004, be the directors of the Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, removal or replacement in accordance with the Charter, the Bylaws and applicable law. Thereafter, except as set forth in Section 3.2, all nominations and elections shall be governed in accordance with the Charter, the By-Laws, each as amended from time to time, and applicable law. * To be appointed as designee by CSFB Entities after Closing Date.
Sample 1
New Board. 41 Section 6.11 Blue Sky.........................................................................................41
Sample 1
New Board. On the Plan Effective Date, the term of any current members of the board of directors of NII not identified as members of the New Board shall expire and such persons shall have tendered their resignation, effective as of the Plan Effective Date. The New Board shall consist of seven (7) members, including (i) the chief executive officer of Reorganized NII, (ii) three (3) directors designated by Capital Group, (iii) one (1) director designated by Xxxxxxxx and (iv) two (2) directors designated jointly by Xxxxxxxx and Capital Group. Each of the individuals designated as nominees to be directors (other than the chief executive officer of Reorganized NII) shall (a) be independent under the listing standards of the national stock exchange on which the New NII Common Stock will be listed and the independence requirements for members of audit and compensation committees under the rules of such stock exchange and the SEC, and (b) not be employees of either Xxxxxxxx or Capital Group. The designation rights described in this Section 6.9 shall expire upon appointment of the New Board. The boards of directors for the direct and indirect subsidiaries of Reorganized NII shall be identified and selected by the New Board.
Sample 1

Related to New Board

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

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Members expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets. (b) If the Advisory Board determines that any member of the Advisory Boards interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise. (c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Members instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates. (d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

  • 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.

  • 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.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Advisory Committees The Board may appoint Advisory Committees to review design review applications, or provide input on other issues of concern to the Board or the Commission. These Advisory Committees include, but are not necessarily limited to, the following: 1. Cameron Park Design Review Committee 2. El Dorado Hills Design Review Committee 3. Xxxxxxx Pines Design Review Committee 4. The County’s Economic Development Advisory Committee (“EDAC”)

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Governing Board The School shall be governed by a board (the “Charter Board”) in a manner that is consistent with the terms of this Certificate so long as such provisions are in accordance with state, federal, and local law. The Charter Board shall have final authority and responsibility for the academic, financial, and organizational performance of the School. The Charter Board shall also have authority for and be responsible for policy and operational decisions of the School, although nothing herein shall prevent the Charter Board from delegating decision-making authority for policy and operational decisions to officers, employees and agents of the School, as well as third party management providers.

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