Parent Directors. There shall be a minimum of 2 Parent Directors for every 10 or fewer Academies.
Parent Directors. There shall be a minimum of two Parent Directors unless there are Local Governing Bodies which include at least two Parent Members.
Parent Directors. In accordance with the by-laws of Parent, at the Effective Time, the Board of Directors of Parent shall increase by three the number of directors on the Board of Directors of Parent and shall thereupon elect as directors of Parent, Xx. Xxxxxxxx and two additional directors of the Company to be mutually agreed upon by Parent and the Company.
Parent Directors. Parent shall take all requisite action to, effective as of the Effective Time, (i) cause two directors currently serving on the Company Board of Directors to be appointed to the Parent Board of Directors through the procedures of the nominating committee consistent with past practice and (ii) expand, to the extent necessary in connection with appointing such two directors, the Parent Board of Directors.
Parent Directors. Parent’s Board of Directors shall select and appoint, effective as of the Effective Time, (i) at least two (2) directors currently serving on the Edge Board of Directors to the Parent Board of Directors (one of whom shall be a Class II Director and one of whom shall be a Class III Director, in accordance with the Amended Certificate of Incorporation) and (ii) expand, to the extent necessary in connection with appointing such directors, the Parent Board of Directors.
Parent Directors. Parent shall take such action, including amending the Parent Bylaws, as may be required to cause the number of directors constituting Parent’s board of directors immediately after the Closing Date to consist of seven (7) directors. Parent shall have received the resignation of three (3) current directors (which resignation may be conditioned upon the occurrence of the Merger), and Parent shall take such commercially reasonable actions as may be required to cause the election of the Director Nominees as members of Parent’s board of directors by the remaining members of Parent’s board of directors effective upon the Effective Time to fill the vacancies created by any increase in the size of the board and such resignations. Each Director Nominee shall serve as a director for a term expiring at Parent’s next annual meeting of stockholders following the Closing Date and until his or her successor is elected and qualified. “Director Nominees” means Dr. Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxx X. Xxxxxx, two (2) designees to be named by Dr. Xxxxxx Xxxxxx, and two (2) designees to be named by Dr. Xxxxxxx Xxxxx. Notwithstanding anything to the contrary set forth herein, at least four (4) of the seven (7) directors of Parent must qualify as independent directors as required by applicable Law or the rules of the Eligible Market. Three (3) of such independent directors shall be Xxxxxx X. Xxxxxx and the two (2) designees named by Dr. Xxxxxx Xxxxxx and one (1) independent director shall be one (1) of the designees named by Dr. Xxxxxxx Xxxxx.
Parent Directors. There shall be a minimum of 1 Parent Director and otherwise such number as the Directors decide, except in circumstances where there the Directors have not appointed Local Governing Bodies in respect of the Academies as envisaged in Article 100 in which case there shall be a minimum of 2 Parent Directors and otherwise such number as the Directors shall decide who shall be appointed or elected in accordance with Articles 54 - 56.
Parent Directors. Parent shall use its best efforts to cause the “Director Nominees” to be elected as members of the Parent board of directors by the existing members of the Parent board of directors simultaneous with Closing (to the extent that they are not already serving in such capacity). Each Director Nominee shall serve as a director for a term expiring at Parent’s next annual meeting of stockholders following the Closing Date and until his successor is elected and qualified, provided that Parent shall use its best efforts to cause the Parent board of directors to re-nominate each Director Nominee as a director for election at the Parent’s annual meeting of stockholders for each of 2007 and 2008 subject to any limitations imposed by applicable Law or the rules of the Eligible Market. Parent shall take such action, including amending its bylaws, as may be required to cause the number of directors constituting the Parent board of directors immediately after the Closing Date to be increased to eight. “Director Nominees” means Xxxxxx Xxxxx, Xxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx and Xxxxxxx Xxxxx. 7.6 Indemnification and D&O Insurance. (a) From and after the Closing, Parent will cause Surviving Company I to fulfill and honor in all material respects the obligations of Froptix pursuant to any indemnification provisions under the Froptix Articles and Froptix By-laws for the benefit of any individual who served as a director or officer of Froptix (the “Froptix Indemnitees”) at any time prior to the Froptix Merger Effective Time to the maximum extent permitted by Law. (b) From and after the Closing, Parent will cause Surviving Company II to fulfill and honor in all material respects the obligations of Acuity pursuant to any indemnification provisions under the Acuity Certificate and Acuity By-laws for the benefit of any individual who served as a director or officer of Acuity (the “Acuity Indemnitees”) at any time prior to the Acuity Merger Effective Time to the maximum extent permitted by Law. (c) Parent will provide each Froptix Indemnitee and Acuity Indemnitee with liability insurance for a period of 24 months after such Froptix Merger Effective Time or Acuity Merger Effective Time, as applicable, on terms no less favorable in coverage and amount than any applicable insurance in effect immediately prior to such Froptix Merger Effective Time or Acuity Merger Effective Time; provided,
Parent Directors. Parent’s Board of Directors shall (i) select and appoint, effective as of the Effective Time, those directors selected by GT to the Parent Board of Directors to fill any vacancies in the Parent Board of Directors and (ii) decrease the number of members of the Parent Board of Directors to five.
Parent Directors. Parent shall take such actions as may be required to cause: (a) the authorized number of directors on Parent’s Board to be increased to a total of two; and (b) the election or appointment of the Director Nominee as the member of Parent’s Board, each of the foregoing actions in this Section 6.4 to be effective as of the Effective Time, or, if later, the earliest date consistent with Law. The Director Nominee shall serve as a director for a term expiring at Parent’s next annual meeting of stockholders following the Closing Date and until his successor is elected and qualified.
