Reconstitution of Board of Directors Sample Clauses

Reconstitution of Board of Directors. (a) Effective as of the Closing and until vSpring, together with its Affiliates no longer owns shares of Common Stock and Warrant Shares, on an as exercised basis, (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) that represent less than twenty-five percent (25%) of the shares of Common Stock and Warrant Shares, on an as exercised basis, purchased by vSpring together with its Affiliates at the Closing (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) (the “Expiration Date”) the Board of Directors shall be comprised of seven (7) Directors. (b) Until the Expiration Date, the Company shall take all such actions as my be required under applicable law, the Company’s Articles of Incorporation and the Company’s Bylaws to cause the Board of Directors to consist of the number of Directors specified in clause (a) and to include in the slate of nominees recommended by the Board of Directors the Investor Designee, which includes the obligation to include the Investor Designee as a Company nominee in all Company proxy materials related to meetings of the Company’s shareholders at which members of the Board of Directors are to be elected. The Company will otherwise use its best efforts to cause the Investor Designee to continue to be elected to the Board of Directors. (c) Until the Expiration Date, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of the Investor Designee, then vSpring may recommend another person to be elected to fill the vacancy created thereby, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (d) From and after the Closing until the Expiration Date, without the prior written consent of vSpring, the Company hereby covenants and agrees not to take any action that would cause the number of Directors constituting the entire Board of Directors to be other than seven (7). (e) The parties hereto acknowledge that it is extremely difficult and may be impossible to measure in money the damages that will accrue to a party hereto by reason of a failure of any other party to perform any of the obligations under this Section 5.3, and agree that the terms of this Section 5.3 shall be specifically enforceable. If any party hereto or such party’s heirs, personal representatives, or assigns institutes any act...
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Reconstitution of Board of Directors. After a Stockholder Control Event and the Stockholder's assumption of control over the Board of Directors, the Board of Directors will be reconstituted to include not less than a majority of directors Independent of Stockholder upon the earliest to occur of (i) Stockholder ceasing to own Shares having a majority of the voting power of the Company, if Stockholder shall have disposed of Beneficial Ownership of securities of the Company since the Stockholder Control Event reflecting a 5% or greater voting interest in the Company or (ii) Stockholder ceasing to own Shares representing a 30% or greater voting interest in the Company. In any such event, Stockholder will cooperate with the Company to cause the Board of Directors to be so reconstituted promptly, including by procuring the resignations of directors nominated to the Board of Directors by Stockholder.
Sample 1
Reconstitution of Board of Directors. At Closing, the existing shareholders of ICVA shall elect Mxxx Xxxxxxxxx, Mxxx Xxxxxx and Bxxxx Xxxxxxx to the Board of Directors and thereafter Wxxxxxx Xxx shall resign as a director of ICVA.
Sample 1
Reconstitution of Board of Directors. 6.1 It is recorded that the board of directors of the company currently comprises two nominees of COIL and one nominee of Century. 6.2 The parties shall procure that, on the effective date, a meeting of the members of the company shall be held at Cape Town, at which meeting the board of directors shall be reconstituted by the appointment of two new directors, all of whom shall be nominated for appointment by Century, so that the board of directors of the company, after such reconstitution, shall consist of five members, three of whom will be appointed by the Century, and two of whom will be appointed by COIL. 6.3 COIL hereby irrevocably undertake - 6.3.1 to vote in favour of the appointment of the two nominees of Century referred to 6.2; and 6.3.2 to vote in favour of the removal of Century's nominees and their replacement with other nominees, if and when so requested by the Century; 6.3.3 until the transfer date, to exercise their voting rights in respect of the shares in the company held by them (and to procure that all directors nominated by them to the board of directors of the company shall similarly exercise all their voting rights at meeting of the board of directors of the company) in accordance with Century's instructions and requirements from time to time, provided that, save as may be specifically intended hereby, such voting rights need not so be exercised in order to wilfully frustrate any agreement between the company and a third party. 6.4 The parties shall procure that, on the transfer date, a meeting of the members of the company shall be held at Cape Town, at which meeting the board of directors shall be reconstituted by the appointment of one new director, who shall be nominated for appointment by COIL, so that subject to 6.3 the board of directors of the company, after such reconstitution, shall consist of six members, three of whom will be appointed by Century and three of whom will be appointed by COIL. 6.4.1 Century hereby irrevocably undertakes to vote in favour of (subject to 6.3 occurring)- - 6.4.2 the appointment of the additional nominee of COIL; and 6.4.3 the removal of the nominee of COIL and his replacement with other nominee, if and when so requested by the COIL. 6.5 After the later of the effective date and the transfer date the board of directors of the company will comprise of equal representation by COIL and Century;
Sample 1

Related to Reconstitution of Board of Directors

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • 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 of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • 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.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board 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. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Directors of Surviving Corporation The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

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