Post-Closing Governance Matters Sample Clauses

Post-Closing Governance Matters. (a) On or prior to the Effective Date, HoldCo shall cause the Amended and Restated Certificate of Incorporation of HoldCo (the “Restated Articles”) in the form attached hereto as Exhibit B to have been duly filed with the Secretary of State of Delaware, which shall be effective until thereafter altered, amended or repealed.
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Post-Closing Governance Matters. Following the Closing: (a) Buyer expects that the business and operation of the Company will continue in a similar fashion by the same officers and employees as currently operating the business and Buyer does not expect to intrude on the Company’s method of management. In particular, Xxxxxx Valley and Buyer acknowledge and agree that after the Closing the Company shall continue to manage the accounts of employees of the Company and their family members, of the Company’s profit sharing plan, and of the 401(k) plans of its employees either at a reduced fee or without fee as is the current practice until such time as those accounts are terminated. Buyer presently does not contemplate any eliminations of staff as a result of the acquisition of the Company and expects that the present compensation levels and policies of the Company will be maintained. The Buyer intends that Xxxxxx X. Xxxxxxxxxx will be primarily responsible for making decisions relating to the Company’s investment philosophy and strategy and day-to-day management of the business, both in a style and manner of operation consistent with past practice, to Buyer’s and the Company’s mutual best interests. Business strategy will be set by the Board. Buyer retains the right to set the Company’s future direction and to make future determinations to protect or to enhance its substantial investment in the Company. If Xxxxxx X. Xxxxxxxxxx disagrees with a business decision of the Board, he shall provide the Board with written notice of such objection. At the next meeting of the Board following such notice from Xxxxxx X. Xxxxxxxxxx, the Board shall have the opportunity to resolve such disagreement with Xxxxxx X. Xxxxxxxxxx. If the Board and Xxxxxx X. Xxxxxxxxxx are unable to resolve such disagreement, or Buyer, without the consent of Xxxxxx X. Xxxxxxxxxx, breaches this Section 5.15 in any material respect, the Sellers shall be entitled to elect on written notice to Buyer, within thirty (30) days of such disagreement, to receive (i) the Minimum Earn-Out Payment as provided in Section 2.2(d) and (ii) the issuance of 12,500 of the Incentive Shares as if a Rejected Acquisition had occurred, both subject to all of the terms and conditions of Section 2.2(d), including forfeiture of (x) any rights to the remaining 12,500 Incentive Shares and (y) receipt of the Earn-Out determined in accordance with Section 2.2(d). (b) Buyer expects that the members of the Board will include, but not be limited to, Xxxxxx X. Xxxxx...
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Post-Closing Governance Matters. (a) The Company shall cause an appropriate Form 8-K to be filed with the SEC subsequent to each Closing Date and a Schedule 14f-1 to be filed with the SEC subsequent to the Change of Control Closing Date, and will use its best efforts to have the Schedule 14f-1 mailed to the Company shareholders subsequent to the Change of Control Closing Date, all within four Business Days of such Closing, with the appointment of the JR Designees and adoption of the Amended Bylaws to occur subsequent to the Change of Control Closing and on the Effective Time.
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Post-Closing Governance Matters 
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Related to Post-Closing Governance Matters

  • Governance Matters (a) Within ten (10) Business Days subsequent to the receipt of a written request (the “Request”) of the Purchaser to have a Board Representative (as hereinafter defined) appointed to the Board of Directors in accordance with the terms of this Section 4.15, the Company and the Bank will request, to the extent required, the non-objection or approval of the Federal Reserve to the appointment of the Board Representative. The Company further covenants and agrees that within five (5) days of the earlier to occur of (x) the receipt of the Request, if the approval or non-objection of the Federal Reserve is not required, and (y) the receipt of the non-objection or approval of the Federal Reserve, the Board of Directors shall cause one (1) person nominated by the Purchaser to be elected or appointed to the Board of Directors as well as to the board of directors of the Bank (the “Bank Board”), subject to satisfaction of the legal, bank regulatory and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (“Governance Committee”) (such approval not to be unreasonably withheld or delayed). After such appointment or election of a Board Representative, so long as the Purchaser has a Qualifying Ownership Interest, the Company will be required to recommend to its shareholders the election of the Board Representative at the Company’s annual meeting, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld or delayed). If the Purchaser no longer has a Qualifying Ownership Interest, the Purchaser will have no further rights under Sections 4.15(a) through 4.15(c) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Purchaser shall promptly inform the Company if and when it ceases to hold a Qualifying Ownership Interest in the Company and the Company shall provide, at its own expense, the Purchaser with all such information as the Purchaser may reasonably request for the calculation of Purchaser’s Qualifying Ownership Interest.

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • Corporate Governance Matters At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary as agreed between Parent and the Company, effective at the Effective Time.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Certain Post Closing Matters (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

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