Purchaser Board Sample Clauses
Purchaser Board. Subject to applicable Law and approval of the stockholders of Purchaser, Purchaser shall take all action necessary to ensure that, effective as of the Closing, the Purchaser Board shall consist of seven (7) directors who shall initially be the directors named in Section 2.06 of the Purchaser Disclosure Letter.
Purchaser Board. The Purchaser Board will, subject to compliance with applicable corporate laws and the Purchaser’s Charter Documents, adopt a resolution appointing Li to the Purchaser Board, with such appointment to be effective on Closing.
Purchaser Board. On or prior to the Closing Date, the current directors of the Purchaser will adopt resolutions appointing one nominee of the Purchaser and as many nominees of the Target as may be determined by the Target and agreed to by the Purchaser, to the Purchaser Board, and accepting the resignations of all of the current directors of the Purchaser, other than the Purchaser nominee, which appointments and resignations will be effective on the Closing, subject to compliance with Rule 14f-1 promulgated under the Exchange Act.
Purchaser Board. Each of Purchaser and the Company shall take all necessary actions so that, immediately upon adjournment of the Purchaser Stockholders Meeting or Additional Purchaser Stockholders Meeting at which the Purchaser Stockholder Approval is obtained, the Purchaser Board shall be comprised of (w) one individual as designated by Purchaser and who shall be designated in writing pursuant to the Merger Agreement; (x) one individual as designated by the Company Board and who shall be designated in writing pursuant to the Merger Agreement; (y) two individuals that qualify as “independent” under the Nasdaq rules as designated by the Company Board and who shall be designated in writing under the Merger Agreement; and (z) one individual that qualifies as “independent” under the Nasdaq rules as designated jointly by the Company Board and Purchaser Board and who is designated in writing under the Merger Agreement, provided that a majority of the persons outlined in (w) through (z) hereof shall qualify as an “independent director” under Nasdaq rules and regulations.
Purchaser Board. Each of Purchaser and the Company shall take all necessary actions so that, immediately after the Closing, the Purchaser Board shall be comprised of five members, including (i) the four current members of Purchaser Board set forth on Schedule 1.05(a)(i) and (ii) Xxxxx Xxxxxxx, who is designated by the Company. Each of Purchaser and the Company shall take all necessary actions so that, immediately upon adjournment of the Purchaser Stockholders Meeting or Additional Purchaser Stockholders Meeting at which the Purchaser Stockholder Approval is obtained, the Purchaser Board shall be comprised of: (w) one individual as designated by Purchaser and whose name is set forth on Schedule 1.05(a)(w); (x) one individual as designated by the Company Board and whose name is set forth on Schedule 1.05(x); (y) two individuals that qualify as “independent” under Nasdaq rules as designated by the Company Board and whose names are set forth on Schedule 1.05(a)(y); and (z) one individual that qualifies as “independent” under Nasdaq rules as designated jointly by the Company Board and Purchaser Board and whose name is set forth on Schedule 1.05(z), provided that a majority of the persons set forth in (w) through (z) hereof shall qualify as an “independent director” under Nasdaq rules and regulations.
Purchaser Board. Conditioned upon the occurrence of the Closing, and subject to any limitation with respect to any specific individual imposed under applicable Laws and the listing requirements of the NYSE, Purchaser shall take all actions reasonably necessary or appropriate to cause, effective as of the Closing, the board of directors of Purchaser to include Xxxxxxx Xxxxxxx.
Purchaser Board. The current directors of the Purchaser will, subject to compliance with applicable corporate laws and the Purchaser’s Charter Documents, adopt resolutions appointing Xxxxx Xxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxxx and Xxxx Xxxxxxx, and such other person as the Target may advise to the Purchaser Board and accepting the resignations of Xxx Xxxxx, Xxxxx Xxxxxxxxx and Xxxx Toljanich from the Purchaser Board, with such appointments and resignations to be effective on Closing.
Purchaser Board. (a) The Purchaser shall take all necessary actions (including obtaining shareholder approval) to ensure that effective as of the Effective Time or as soon as practicable thereafter, the Purchaser Board will be comprised of up to six directors, as follows:
A. the four directors comprising the existing Purchaser Board;
B. two directors selected by the Company (the “Board Nominees”); and each such director shall serve until the next annual meeting of the Purchaser or until their successor is elected or appointed; provided that, each Board Nominee shall be:
(i) mutually acceptable to each of the Company and the Purchaser, each acting reasonably; (ii) eligible to be a director of the Purchaser pursuant to applicable Laws; and (iii) “independent” with respect to both the Company and the Purchaser, as such term is defined in Section 1.4 of National Instrument 52-110 – Audit Committees.
(b) The Purchaser shall take and cause to be taken such commercially reasonable actions as are necessary to ensure that the Purchaser Board Resolution is approved by Purchaser Shareholders, including having the Purchaser Board unanimously recommend that the Purchaser Shareholders vote in favour of the Purchaser Board Resolution at the Purchaser AGM, such that the Purchaser Board following the later of the Effective Time and the Purchaser AGM includes the Board Nominees.
Purchaser Board. Unless this Agreement is earlier terminated in accordance with Article VII:
(a) Conditioned upon the consummation of the Secondary Closing, the Purchaser shall cause (i) the size of the Purchaser Board to be increased to eleven (11) directors and (ii) the slate of directors nominated for election at the next annual meeting of the stockholders of the Purchaser that occurs after the Secondary Closing to consist of the following persons: (A) four (4) persons nominated by the Purchaser, two (2) of which shall be Independent; (B) five (5) persons nominated by the Seller, three (3) of which shall be Independent; and (C) two (2) persons nominated by mutual agreement of the Purchaser and the Seller, one (1) of whom shall be independent; provided, that any director nominated pursuant to clauses (A) through (C) shall meet the Purchaser’s customary qualifications (but not any qualifications relating to “independence” for the persons that will not be Independent directors); provided, further, that the Parties shall consult with each other in good faith regarding their respective proposed nominees for their Independent directors. The Chairperson of the Purchaser Board that is elected at such next annual meeting shall be chosen by the Purchaser Board after such election from such nominees.
(b) For purposes of this Section 2.4, “Independent” means a person who shall qualify as a director of the Purchaser Board independent from the Purchaser and the Seller (i) as such term is used in (A) Rule 5600 (or any successor rule) of The Nasdaq Stock Market Listing Rules, and (B) Rule 5605(c)(2) (dealing with audit committee independence requirements) of The Nasdaq Stock Market Listing Rules and (ii) in accordance with and for the purposes of the laws of the State of Delaware, including guidance or requirements regarding such qualification provided by the courts of the State of Delaware, as determined in good faith after consultation with outside counsel, and determined, as applicable, as of the time of the nomination, election or appointment of such director.
Purchaser Board. The Purchaser shall take all necessary actions (including obtaining shareholder approval, where applicable, and the resignation of any directors) to ensure that effective as of the Effective Time, the Purchaser Board will be comprised of up to six directors, as follows:
(a) four directors selected by the Purchaser from the existing Purchaser Board;
(b) one director selected by the Company from the existing Company Board; and
(c) conditional upon completion of the 92 Energy Transaction, one director selected by 92 Energy from the existing board of directors of 92 Energy, and each such director shall serve until the next annual meeting of the Purchaser or until their successor is elected or appointed.