Purchaser Board of Directors Sample Clauses

Purchaser Board of Directors. Immediately following the Closing, Purchaser shall cause Seller’s Chief Executive Officer (or such other designee of Seller satisfying the requirements of Section 3.1(b) of the Stockholder’s Agreement, the governance guidelines of Purchaser, as in effect from time to time, and otherwise reasonably acceptable to the Board and the Corporate Governance and Nominating Committee of the Board of Purchaser), to be appointed to the board of directors of Purchaser.
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Purchaser Board of Directors. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the board of directors of the Purchaser, one (1) person who shall be designated by the Company prior to the Closing and who shall be reasonably acceptable to the Purchaser.
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Purchaser Board of Directors. From and after the Effective Time, the Board of Directors of Purchaser shall consist of the persons serving on the Board of Directors of Purchaser immediately prior to the Effective Time, plus the member of the Board of Directors of Company selected pursuant to Section 6.12.
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Purchaser Board of Directors. At the Effective Time, the Purchaser agrees to cause the Purchaser Board of Directors to take all action necessary to appoint Xxxxxxx Xxxxxxx, Xx. as a member of the Board of Directors of the Purchaser, to serve pursuant to the Certificate of Incorporation and Bylaws of the Purchaser and applicable law until his successor is elected and qualified or his earlier resignation, respectively.
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Purchaser Board of Directors. The current director of the Purchaser will adopt resolutions appointing Xxxxxx Xxxxxxx, Xxxxx Arsens, Xxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx to the Board of Directors of the Purchaser, and Xxxxxx Xxxxxxx will resign as a director of the Purchaser, which appointments and resignations will be effective on Closing or earlier.
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Purchaser Board of Directors. (a) Prior to the Purchaser Stockholder Meeting, the Purchaser shall cause the size of the Purchaser Board to be increased from six (6) directors to eleven (11) directors.
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Purchaser Board of Directors. Immediately following the Closing, a designee of Seller (“Seller Designee”) shall be entitled to serve as a director on Purchaser’s Board of Directors (the “Purchaser Board”) until the annual election of directors at Purchaser’s annual meeting of shareholders to be held in 2012 (“2012 Annual Meeting”), or until the earlier of the resignation, removal, incapacity or death, subject to the provisions set forth in this Section 5.12. Until the 2012 Annual Meeting, unless the Sale of Purchaser has occurred earlier, any vacancy on the Purchaser Board created by the resignation, removal, incapacity or death of the Seller Designee shall be filled by an individual designated by the remaining Shareholders. The provisions set forth in this Section 5.12 shall terminate and no longer have any force or effect upon the election of directors at the 2012 Annual Meeting, or earlier upon the sale of Purchaser, at which time the Seller Designee shall resign from the Purchaser Board. The parties hereto acknowledge and agree that each of the directors appointed in accordance with this Agreement shall exercise his or her business judgment and otherwise serve as directors of Purchaser for the benefit of all shareholders of Purchaser and shall have no obligation or entitlement to treat the person designating such person to the position of director more favorably or differently than any other shareholder of, or person having an interest in, Purchaser.
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Purchaser Board of Directors. The current directors of the Purchaser will remain intact until the Company’s Annual General Meeting whereby the Board of Directors will be appointed. Xxxxxxxx Xxxxxxxxxxxx will remain as a Director of the Purchaser.
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Purchaser Board of Directors. (a) From and after the closing of a Liquidation Event (as such term is defined in Section 2 of Schedule A of the Exiting Articles) or a Qualified Liquidation Event, Glee Investment Limited (“Carlyle”) shall have the right, in its sole discretion, to designate one individual (the “Carlyle Designee”) to serve as a member of the board of directors of the Purchaser (the “Purchaser Board”). Subject to the foregoing, upon receiving a written notice designating the Carlyle Designee from Carlyle, the Purchaser shall, by a resolution of its directors passed in accordance with the Purchaser Articles and applicable Law, promptly cause the appointment of such Carlyle Designee to the Purchaser Board.
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Related to Purchaser Board of Directors

  • 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.

  • The Board of Directors AGREES TO—

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Board of Directors of the Company (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • 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.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

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