Post-Closing Governance. On or prior to the Effective Time, Mid Penn shall take such actions as are necessary to cause the individuals identified in Section 2.4(e) to be appointed to the board of directors of each of Mid Penn and Mid Penn Bank.
Post-Closing Governance. Each Additional Holder acknowledges and agrees that it is obligated to execute and deliver, prior to the consummation of the Merger, (i) one or more definitive agreements with respect to the matters set forth on Exhibit A hereto (the “Shareholder Agreement”) and (ii) amend the organizational and other relevant corporate documents of Parent or its applicable Affiliate as the Sponsors may determine is required to give effect to Exhibit A. The Shareholder Agreement and such organizational and other relevant corporate documents shall be consistent with the terms and conditions set forth on Exhibit A, and in any event no less favorable to each Additional Holder as set forth therein. Each Additional Holder agrees to promptly execute the Shareholder Agreement and such organizational and other relevant corporate documents promptly following a request by Parent for execution prior to the Rollover Closing, which request will include the execution version of the Shareholder Agreement. In the event that the Holders are unable to agree on the terms of the Shareholder Agreement prior to the Merger Closing, the Merger shall not be delayed and the terms set forth on Exhibit A hereto (along with such additional terms as shall have been agreed to among the parties) shall govern with respect to the matters set forth therein following the Merger until such time as the Holders enter into a Shareholder Agreement.
Post-Closing Governance. (a) Prior to the Closing, Xxxxxx shall take all action necessary (including obtaining all necessary director resignations) so that, as of the Effective Time, the board of directors of Xxxxxx will consist solely of (i) Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxxxx, Xxxx X. Xxxxx, Xxxxxxx Xxxxx and Xxxxxx X. Xxxxxxxxx (or if such person is unable or unwilling to serve as a member of the board of directors of Xxxxxx at the Effective Time as a result of illness, death, resignation, removal or any other reason, then the person who succeeded such person as a director of Saturn prior to the First Merger), each to be a member of the class of the board of directors of Xxxxxx set forth opposite such Person’s name in the Amended and Restated Xxxxxx Charter; and (ii) an individual designated by L (the “Independent Designee”) who satisfies the Independent Designee Requirements and which such individual shall be a member of Class III (as such term is used in the Amended and Restated Xxxxxx Charter). Each of the individuals who is or becomes a director of Xxxxxx as of the Effective Time in accordance with the foregoing shall continue as a director of Xxxxxx from and after the Effective Time until the earlier of his or her death, resignation or removal or the time at which his or her successor is duly elected and qualified (and in the case of Xx. Xxxxxxxxx and the Independent Designee, in accordance with the Post-Closing Stockholders Agreement).
(b) Prior to the Closing, Xxxxxx shall take all action necessary so that, as of the Effective Time, the officers of Saturn immediately prior to the Effective Time shall be the officers of Xxxxxx immediately following the Effective Time (or if any such individual is unwilling or unable to so serve as an officer of Xxxxxx, a replacement designated by Saturn).
(c) Prior to the Closing, the board of directors of Xxxxxx shall take all action necessary so that, as of the Effective Time, the bylaws of Xxxxxx shall have been amended and restated to read in their entirety as set forth on Exhibit B hereto. The bylaws of Xxxxxx, as so amended and restated, shall be the bylaws of Xxxxxx from and after the Effective Time until thereafter amended in accordance with its terms, the certificate of incorporation of Xxxxxx and the DGCL, subject to Section 5.10.
(d) The parties agree that, from and after the Effective Time, the NYSE ticker symbol for the shares of Xxxxxx Common Stock will be Saturn’s ticker symbol as of ...
Post-Closing Governance. At the first meeting of the Board of Directors of the Buyer after the Effective Time, the Board of Directors of the Buyer shall be expanded by five (5) members and Timoxxx X. Xxxxxxxxx xxx four additional individuals selected by the Seller and approved by the Buyer in its reasonable judgment prior to the Effective Time shall be appointed as directors of the Buyer. To the extent practicable, such five individuals shall be appointed as equally as possible among the three classes of the Buyer's directors and Timoxxx X. Xxxxxxxxx xxxll be appointed to the class of directors whose term comes up for reelection in the year 2001. One of the individuals selected by the Seller and approved by the Buyer to be appointed as a director of the Buyer shall also be appointed to the Executive Committee of the Buyer's Board of Directors and a second individual shall be appointed to the Audit Committee of the Buyer. At the first meeting of the Board of Directors of the Buyer Bank, Timoxxx X. Xxxxxxxxx xxxll become a director of the Buyer Bank. After the Effective Time, Neal X. Xxxxxxxx xxxll serve as Chief Executive Officer of the Buyer and Chairman and Chief Executive Officer of the Buyer Bank and Timoxxx X. Xxxxxxxxx xxxll serve as Vice Chairman and Chief Operating Officer of the Buyer and President and Chief Operating Officer of the Buyer Bank. After the Effective Time, John X. Xxxxxx xxxll serve as an Executive Vice President of the Buyer and Quenxxx X. Xxxxxxx xxxll serve as Senior Vice President & Associate General Counsel of the Buyer Bank. The Buyer or the Buyer Bank, as applicable, shall offer to execute and deliver an executive employment agreement with each such officer on the Closing Date. At the Effective Time, subject to Section 5.18 hereof, the Board of Directors of the subsidiaries of the Seller which are depository institutions shall consist of those directors of such subsidiaries which the Buyer has selected to serve as directors of such subsidiaries and such additional persons as shall be designated by the Buyer prior to the Effective Time. At the Effective Time, subject to this Section 5.10, the officers of the Surviving Corp. shall consist of those persons who were officers of the Buyer immediately prior to the Effective Time each to hold office in accordance with the Articles of Organization and By-Laws of the Surviving Corp. The parties agree that the Buyer Bank shall use its best efforts to create a regional community banking organization within the Bu...
Post-Closing Governance. Camden shall take all necessary actions to cause the size of its Board of Directors to be increased by two members, effective as of the Subsequent Effective Time, and to cause the two members of KSB s current Board of Directors listed on Section 8.15 of the Disclosure Schedule to be elected to Camden s Board of Directors, such election to be effective as of the Subsequent Effective Time.
Post-Closing Governance. Section 12.1 of the Share Purchase Agreement is hereby amended to reflect that the Board of Directors of the Purchaser immediately after the Closing Date shall consist of six members, each to hold office pursuant to the provisions of the Share Purchase Agreement, the applicable laws of Alberta and the Articles of Incorporation and By-laws of the Purchaser. Four of these six members shall be the four current members of the Purchaser's Board of Directors (i.e., Xxxxxxx Hand, Xxxxxx Xxxxxxxx, Xxxxxxx Mol and Xxxxx XxXxxxxx). The other two members shall be nominated by the Vendor Representative, whose initial nominees are Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxx. The provisions of this Section 4.1 prescribing the structure of the Purchaser's Board shall expire on the earlier of (i) the first anniversary of the Closing Date; or (ii) the date of the Purchaser's next annual general meeting of shareholders.
Post-Closing Governance. On or prior to the Effective Time, Univest shall take such actions as are necessary to cause Xxxxx X. Xxxxx, President and Chief Executive Officer of Fox Chase, and two (2) other individuals serving on Fox Chase’s board of directors, and selected by Univest in its sole discretion, to be appointed to the board of directors of Univest as of the Effective Date. One such person shall serve as a director in the class of directors whose term expires in 2017, one such person shall serve as a director in the class of directors whose term expires in 2018 and the other such person shall serve as a director in the class of directors whose term expires in 2019. At the conclusion of such terms, such directors shall be re-nominated and recommended for re-election to serve as a member of Univest’s Board of Directors for at least one additional three-year term, subject to the satisfaction of Univest’s board then-existing renomination policies and criteria applicable to incumbent directors.
Post-Closing Governance. Prior to the Effective Time, Parent shall take all requisite actions so that, as of the Effective Time, the Board of Directors of Parent (the “Parent Board”) shall consist of fourteen (14) directors, including three (3) individuals designated by the Company who (i) are serving as directors of the Company immediately prior to the Effective Time and (ii) comply with the policies (including clarifications thereof provided to the Company) of the Nominating and Governance Committee of the Parent Board as in effect on the date hereof and previously provided to the Company (each of whom shall be appointed to the Parent Board as of the Effective Time).
Post-Closing Governance. The Shareholder Agreement and such organizational and other relevant corporate documents shall be consistent with the terms and conditions set forth on Exhibit A. In the event that the Holders are unable to agree on the terms of the Shareholder Agreement prior to the Merger Closing, the Merger shall not be delayed and the terms set forth on Exhibit A hereto (along with such additional terms as shall have been agreed to among the parties) shall govern with respect to the matters set forth therein following the Merger until such time as the Holders enter into a Shareholder Agreement.
Post-Closing Governance. (a) Supervisory Board ----------------------- ----------------- Representation. During the period beginning on the Closing Date and ending on -------------- the date of the last to occur of (i) the first date on which the disposition by the Sellers and their Affiliates of Preference Shares (including, without limitation, any Preference Shares issued to the Sellers or their Affiliates in connection with the settlement of UPC's obligations under the SAR) or Increasing Rate Preference Shares, as the case may be, results in the Sellers and their Affiliates collectively owning Preference Shares or Increasing Rate Preference Shares, as the case may be, with a Fair Market Value of less than U.S. $50.0 million, (ii) the full release of Philips from any and all obligations or liabilities under the Vienna Agreements, and (iii) the date on which Philips is fully reimbursed for all Damages incurred by Philips relating to or arising out of the payment of any amounts due or the performance of any obligation under the Vienna Agreements, Philips Media shall be entitled to nominate one member of the Supervisory Board of UPC (the "PHILIPS MEDIA
