Newco Board of Directors. On the Closing Date, Newco shall take such actions as are reasonably necessary to elect the nominee of the Company designated by the Company prior to Closing, to Newco’s Board of Directors, to serve until the expiration of the restrictions set forth in Article X of the Certificate of Incorporation and until his successor is elected and qualified, or if earlier, until his earlier death, resignation or removal.
Newco Board of Directors. Prior to the Effective Time BHI shall take all action necessary to cause Newco’s Board of Directors, effective as of the Closing, to consist of nine (9) members comprised of (a) five (5) directors, including the chairman of the Board of Directors, designated by GE within five (5) Business Days prior to the Closing, (b) the Chief Executive Officer of BHI immediately prior to the Closing, and (c) three (3) directors that are independent for purposes of the NYSE’s listing rules designated by BHI, and reasonably acceptable to GE, within five Business Days prior to the Closing.
Newco Board of Directors. (a) The directors of Parent immediately prior to the Exchange Effective Time shall be the directors of Newco as of the Exchange Effective Time, until the earlier of the Merger Effective Time or their resignation or removal or the due election and qualification of their respective successors, as the case may be.
(b) In accordance with the Newco By-laws, as amended pursuant to Section 1.05(b), as of the Merger Effective Time, the Board of Directors of the Surviving Corporation (the "Newco Board") shall consist of 16 members, eight of whom shall be serving as members of the Board of Directors of Parent immediately prior to the Merger Effective Time who are recommended by the Board of Directors of Parent immediately prior to the Merger Effective Time, and eight of whom of whom shall be members of the Board of Directors of the Company immediately prior to the Merger Effective Time who are recommended by the Board of Directors of the Company immediately prior to the Merger Effective Time.
Newco Board of Directors. The Parties shall take all necessary action to cause the Persons identified on Schedule 9.5 or, as the case may be, the Persons identified after the date hereof by a Party entitled to designate such Persons in accordance with Schedule 9.5, to be appointed as directors of NewCo effective upon the Closing.
Newco Board of Directors. The parties hereto shall take all actions necessary to ensure that the Board of Directors of Newco (the "Newco Board") shall consist of the individuals listed on Exhibit D under the heading "Initial Directors" immediately prior to, and as of, the FBR Asset Effective Time.
Newco Board of Directors. Prior to the Effective Time, Exxxxxx shall take all action necessary to cause Newco’s Board of Directors, effective as of the Closing, to be constituted as set forth in the Stockholders Agreement.
Newco Board of Directors. At the Time of Contribution, the board of directors of Newco shall consist of five (5) individuals, three (3) appointed by Horizon and two (2) appointed by Prime.
Newco Board of Directors. Subject to Section 9.01(b), the Parties shall take all necessary action to cause the Board of Directors of Newco (the “Newco Board”) as of immediately following the Closing to consist of eleven directors, of whom (i) one shall be the Chief Executive Officer of the Company, (ii) two shall be designated by Sponsor as listed in Section 9.06 of the Company Disclosure Schedule (the “Sponsor Designees”) and (iii) eight individuals shall be designated by the Company no later than 14 days prior to the effectiveness of the Registration Statement (the “Company Designees”); provided that if CFIUS Approval has not been received as of the Closing, then the appointment of the Sponsor Designees shall be effective immediately following the receipt of CFIUS Approval and the Newco Board shall consist of nine directors until that time. Each Company Designee shall meet the director qualification and eligibility criteria mutually agreed upon by DSAC and the Company, and a number of Company Designees shall meet a standard of independence mutually agreed upon by DSAC and the Company such that a majority of the directors as of immediately following the Closing shall qualify as independent directors. The Company Designees, the Chief Executive Officer of the Company and the Sponsor Designees shall be assigned to classes of the Newco Board as set forth on Section 9.06 of the Company Disclosure Schedule.
Newco Board of Directors. Upon formation of NEWCO, FAVE, as Parent and sole incorporator to the new subsidiary shall appoint an initial Board of Directors of NEWCO, with G2A electing 3 members of the Board of Directors and FAVE electing 2 members of the Board of Directors as set forth in Schedule "O" hereto. Following election of such Board of Directors, the Board of Directors shall take appropriate actions to elect initial officers of NEWCO as set forth in Schedule "P" hereto. The officers and directors as selected shall continue as the officers and directors of NEWCO following the consummation of the transaction set forth in this Agreement, subject to the terms and conditions set forth in the NEWCO Articles of Incorporation and Bylaws.
Newco Board of Directors. Prior to the Arena Effective Time, Newco shall take all action necessary to cause Newco’s Board of Directors to be comprised of seven directors initially consisting of the individuals listed on Exhibit H, effective as of the Arena Effective Time.
