Retiring Directors. The Board, and all applicable committees of the Board, shall take all necessary actions to accept the retirements of (i) Xx. Xxxxx in his capacity as a director of the Board, and such retirement shall be effective as of the 2022 Annual Meeting, such that Xx. Xxxxx shall not be nominated by the Board for re-election to the Board at the 2022 Annual Meeting; and (ii)
Retiring Directors. The Board has received and duly accepted the irrevocable retirements, effective as of the Board Reconstitution Time, of Axxxxx X. Xxxxxx, Gxxxxxx X. Xxxxxxxxxx, Lxxxxx X. Xxxxx, Bxx Xxxxxx, Cxxxxx X. Xxxxxxx and Txxxxx X. Xxxxxxx (the “Retiring Directors”). These retirement confirmations have been duly executed and delivered to the Company (with copies provided to Mantle Ridge) and are in the form set forth in Exhibit A;
Retiring Directors. (a) Buyer shall procure that, promptly after Closing, the Group Companies notify the Finnish Patent and Registration Office regarding the resignations set out in Section 7.2(a)(viii) and the appointments and other resolutions set out in 7.2(a)(ix).
Retiring Directors. The Board, and all applicable committees of the Board, shall take all necessary actions to accept the retirements of three (3) incumbent members of the Board in their capacities as directors of the Board and such retirements shall be effective as of the conclusion of the 2024 Annual Meeting.
Retiring Directors. (a) Buyer undertakes: (i) to procure that, from and after Closing, any person who was at any time prior to Closing an employee, consultant, officer or director of any Group Company (a Covered Person) who have resigned or have been replaced in connection with the transactions contemplated hereunder, are granted discharge (to the fullest extent permitted in accordance with applicable laws) from liability for their management and administration until (and including) the Closing Date or the earlier date of their resignation (other than in respect of a Covered Person’s fraud or wilful misconduct); and (ii) to waive, release and discharge each Covered Person from any and all claims, demands, proceedings, causes of action, orders, obligations and liabilities arising out of any matter, cause or event occurring on or before Closing (other than in respect of a Covered Person’s fraud or wilful misconduct) (a Pre-Closing Event) which each Group Company has or may at any time have had against any Covered Person.
Retiring Directors. The Purchaser undertakes to procure that, at the next annual general meeting of the Company, those members of the board of directors of the Company who have resigned or have been replaced prior to or in connection with Closing are granted discharge from liability for their management and administration until the Closing Date (or the earlier date of their resignation). Furthermore, the Purchaser shall not, and shall cause that the Company does not, make any claims against such directors (in their capacity as (former) directors of the Company) and shall hold each of them harmless against any such claims, save for situations where such individual is guilty of fraud or wilful misconduct.
Retiring Directors. At the next annual general meeting of the Company Purchaser shall obtain for those Directors and Managing Directors in the Company who have resigned or been replaced in connection with this transaction continued coverage on a claims made basis until the expiration of the applicable statue of limitations for such claims by the Company's existing Directors and Officers liability insurance, or, failing that, grant discharge from liability for their administration from the Closing Date to the date of their resignation or replacement; provided, however, that the auditors of the Company in their reports for the relevant period do not recommend against such discharge.
Retiring Directors. 28 5.5 INTELLECTUAL PROPERTY...........................................28 5.6 AGREEMENT NOT TO COMPETE........................................28 5.7 PRE-CLOSING ACCESS..............................................30 5.8
Retiring Directors. At the next annual general meeting of the Company, Buyer shall take any and all action necessary to provide that those directors and managing directors of the Company and its Subsidiaries who have resigned or been replaced in connection with this transaction are granted discharge from liability for their management and administration until the Closing Date (or earlier date of their resignation or replacement); provided, however, that the auditors of the Company in their reports for the relevant period do not recommend against such discharge.
