Officers and Directors of Parent Sample Clauses

Officers and Directors of Parent. Parent shall have obtained and delivered to Company copies of the resignations of those persons listed on Schedule 6.2(g) from their positions as officers and directors of Parent, and shall have taken all necessary action for the appointment of the persons listed on Schedule 6.2(g) to the positions set forth opposite their names, all effective at and as of the Closing. Immediately prior to the effectiveness of the resignations of the directors of Parent, the directors of Parent shall have appointed persons designated by Company to fill vacancies on Parent’s board of directors, including, if applicable, vacancies created by the resignations described herein.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Officers and Directors of Parent. (a) The Parties shall take all actions necessary so that, as of the Merger Effective Time, the Parent Board of Directors (the "Parent Board") shall consist of the directors identified in the Governance Agreement, including causing the resignation of all current directors of Parent not specified in the Governance Agreement and causing the nomination of Dxxxxx Xxxxxx, Sxxxxxx Xxxxxxx and Txxxxx X. Xxxxxxx for election to the Parent Board at the Parent Stockholders' Meeting. From and after the Closing, Parent will enter into customary indemnification agreements with, and obtain one or more directors' and officers' liability insurance policies covering, in each case, all of the foregoing persons. (b) The Parties shall take all actions necessary so that, as of the Merger Effective Time, the officers of the Company immediately prior to the Merger Effective Time shall be the officers of Parent from and after the Merger Effective Time, each to hold office in accordance with Parent's Organizational Documents until their respective successors are duly appointed and qualified or their earlier resignation, removal or death.
Sample 1
Officers and Directors of Parent. Parent shall take all action and do all things necessary, proper or advisable and within its power, to cause, immediately following the Effective Time, Gxxxxxx Xxxx to be appointed as the President and Co-Chief Executive Officer of Parent and Gxxxxxx Xxxx and Sxxxxx Xxxxxx to each be elected to the Board of Directors of Parent.
Sample 1
Officers and Directors of Parent. AND THE SURVIVING CORPORATION 3.1. Directors and Committee Members of Parent. Immediately following the Effective Time, the members of the Board of Directors of Parent and each Committee of the Board of Directors of Parent will be as set forth on Exhibit E (or as otherwise may be mutually agreed by Parent and the Company prior to the distribution of proxy materials to holders of Parent Common Stock in connection with the Merger) and each such member will serve until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal, as the case may be.
Sample 1
Officers and Directors of Parent. Parent shall deliver to the Company the resignations of those persons listed on Schedule C from their positions as officers and/or directors of Parent. Parent shall also appoint, as of the Effective Date, the two new directors listed on Schedule C hereto, and shall have taken all necessary action for the appointment of certain other persons listed on Schedule C to serve as directors on the 10th day following the filing of a Schedule 14F-1 filed by Parent (the “Schedule 14F-1”) with the SEC (the “Appointment Date”). The officers of Parent as of the Effective Date are also set forth on Schedule C hereto.
Sample 1
Officers and Directors of Parent. Parent shall have obtained and delivered to the Company copies of the resignations of those persons listed on Schedule C from their positions as officers and/or directors of Parent, and shall have taken all necessary action for the appointment of the persons listed on Schedule C to the positions set forth opposite their names, all effective on the dates as set forth on Schedule C.
Sample 1
Officers and Directors of Parent. As of the Reorganization Effective Time, the Persons constituting the officers and directors of Squirrel HoldCo prior to the Reorganization Effective Time shall continue to be the officers and directors of Parent (and holding the same title as held at Squirrel HoldCo).
Sample 1
AutoNDA by SimpleDocs

Related to Officers and Directors of Parent

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • 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.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • 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.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Resignation of Officers and Directors Parent shall have received a written resignation from each of the officers and directors of the Company effective as of the Effective Time.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!