Resignation and Appointment of Directors. Parent shall have received a written resignation from the current director of Parent and an executed resolution appointing nominees of the Company to the Board of Directors of Parent effective as of the Effective Time.
Resignation and Appointment of Directors. On the Effective Date, Xxxxxxx Xxxxxx, the sole director of Kodiak, will resign, and the persons designated in the Certificate of Designation, attached hereto as Schedule 3.1 (the "Certificate of Designation"), shall be appointed as directors of Kodiak.
Resignation and Appointment of Directors. All of the existing directors of EZBid shall have resigned from EZBid's board of directors.
Resignation and Appointment of Directors. RESOLVED that each resignation letter received from [list resigning directors], dated , respectively, expressing his desire to resign from the Board of the Company effective from the date of this meeting, be and hereby is accepted with immediate effect. RESOLVED FURTHER, that , being eligible to be appointed as director as per the applicable provisions of the Companies Act, and who is present in this meeting by special invitation, be and hereby is appointed director of the Company with immediate effect to fill in casual vacancy arising from the resignation of [list the names of one of the directors resigning] pursuant to section 262 of the Companies Act, 1956, read with Article [•] of the Articles of Association of the Company, and further, [ ] shall hold the office of director until the next Annual General Meeting of the Company. RESOLVED FURTHER, that , being eligible to be appointed as director as per the applicable provisions of the Companies Act, and who is present in this meeting by special invitation, be and hereby is appointed director of the Company with immediate effect to fill in casual vacancy arising from the resignation of [list the names of one of the directors resigning] pursuant to section 262 of the Companies Act, 1956, read with Article [•] of the Articles of Association of the Company, and further, [ ] shall hold the office of director until the next Annual General Meeting of the Company. RESOLVED FURTHER, that , being eligible to be appointed as director as per the applicable provisions of the Companies Act, and who is present in this meeting by special invitation, be and hereby is appointed director of the Company with immediate effect to fill in casual vacancy arising from the resignation of [list the names of one of the directors resigning] pursuant to section 262 of the Companies Act, 1956, read with Article [•] of the Articles of Association of the Company, and further, [ ] shall hold the office of director until the next Annual General Meeting of the Company. RESOLVED FURTHER, that , being eligible to be appointed as director as per the applicable provisions of the Companies Act, and who is present in this meeting by special invitation, be and hereby is appointed director of the Company with immediate effect to fill in casual vacancy arising from the resignation of [list the names of one of the directors resigning] pursuant to section 262 of the Companies Act, 1956, read with Article [•] of the Articles of Association of the Comp...
Resignation and Appointment of Directors. Immediately after the execution of this Agreement, (1) the Company shall cause Mxxxxxx X.
Resignation and Appointment of Directors. (a) Simultaneous with the execution of this Agreement, all the Directors of IMSI and its subsidiaries shall appoint the DCDC nominees set forth on Exhibit A to the Board of Directors of IMSI and its subsidiaries and all the Directors of IMSI, except for Robxxx Xxxxx, xhall execute and deliver a letter of resignation in the form attached as Exhibit B. Robxxx Xxxxx, x current Director of IMSI, shall remain on IMSI's Board and be nominated as a Director at the first Annual Meeting of Stockholders of the Successor Corporation subsequent to the Merger. Mr. Xxxxx xxall hold office until such Annual Meeting and until his successor is duly elected and qualified.
(c) Simultaneous with the execution of this Agreement, all the directors of DCDC and its subsidiaries shall appoint Robxxx Xxxxx, x current Director of IMSI, to the Board of Directors of DCDC to hold office until the next Annual Meeting of Stockholders of DCDC or the Successor Corporation, as the case may be, and until his successor is duly elected and qualified.
Resignation and Appointment of Directors. The Company hereby agrees to use its best efforts to cause, (i) concurrently with the Closing, Txx Xxxxx and Mxxxx Xxxxxxx to sequentially resign as directors from the Board of Directors of the Company (the “Board”), and (ii) immediately following each of their respective resignations, the remaining directors to sequentially appoint Jxxx Xxxx, Jxxxxxx Xxxx, Bxxx Xxxxxxxxxx and Dxxxx Xxxxxx as directors to the Board. Immediately following such resignations and re-appointments, the Company shall use its best efforts to cause Mxxx Xxxxxxx and Mxxx Xxxxxxxxx to resign as a director from the Board. For the avoidance of doubt, Txx Xxxxx, Mxxxx Xxxxxxx, Mxxx Xxxxxxx and Mxxx Xxxxxxxxx will be entitled to receive all accrued but unpaid director fees (which such director fees shall not exceed $3,000.00 per month) (collectively, the “Accrued Directors’ Fees”). Such Accrued Directors’ Fees shall be paid by the Company by wire transfer of immediately available funds at the Closing. The Company agrees to use its best efforts to cause, immediately following the appointment of Jxxx, Long, Jxxxxxx Xxxx, Bxxx Xxxxxxxxxx and Dxxxx Xxxxxx to the Board, for Jxxx Xxxx to be elected as Chairman of the Board.
Resignation and Appointment of Directors. (a) Subject to the terms and conditions of this Agreement, effective as of April 21, 2006, each of Messrs. Crowell, Smith, Ortiz and Harries, by their respective individual signatures below, hereby resigns as a Director of txx Xxmpany.
(x) Subject to and upon the effectiveness of the resignations of each of Messrs. Crowell, Smith, Ortiz and Harries pursuant to Section 2(a) above, the Board of Directors of the Company (which xxxxl at xxxx xxme be comprised of Mr. Halnen and Mr. Lewis) will hold a meeting at which Mr. Halnen hereby agrees to vote in favor of x xxxxxxxxxn apxxxxxxxx Messrs. Bance and Dignam as dixxxxxxx xx the Company, subject to confirmation of their qualification to serve as directors of a U.S. public company, each to fill one of the vacancies in the Board of Directors, and each to serve until his successor is duly elected and qualified or until his earlier resignation, death or removal.
(c) Subject to and upon the effectiveness of the resignation of Mr. Crowell pursuant to Section 2(a) above and upon receipt by the Company of a release agreement duxx xxxxxxxx by Mr. Crowell consistent with Section 6.2(b) of Mr. Crowell's Employment Agreement with the Company xxxxx xx xf December 21, 2005, Mr. Crowell shaxx xxxxxxx xx consideration thereof, a severance payment of Seventy-Two Thousand Dollaxx ($00,000.00) to be paid within ten (10) days after Mr. Crowell's resignation on April 21, 2006, in accordance with the laws of the Commonwealth of Massaxxxxxxxx.
(d) In any case, the Directors will continue to observe and abide by their fiduciary duties as Directors until the effective date of their resignations.
Resignation and Appointment of Directors. All directors on the Board of AirPatrol prior to the Closing, who are not listed on Schedule 1.6, shall have delivered resignation letters to the Board of AirPatrol effective upon Closing. The Board of Directors of the Surviving Corporation I shall be comprised of the individuals listed on Schedule 1.6, effective upon Closing.
Resignation and Appointment of Directors. It is specifically provided and agreed that on or before the Effective Date, Baker, Leighty, Stuxxxxx xxd Zabxx xxall submit their resignation (or shall tender proof of their prior resignation, as the case may be) as members of the Board of Directors of Aaro. On the Effective Date, subsequent to the resignation of the individuals described in the preceding sentence, the remaining Directors shall consider and vote upon a Board resolution(pursuant to Article III, Section 3 of Aaro's Bylaws) to add the following named individuals to Aaro's Board of Directors: Jerxx Xxxxxxxx Grex Xxxxx Lonxxx Xxxxxx
