Surviving Corporation Board of Directors Sample Clauses

Surviving Corporation Board of Directors. The Company shall take all actions as is necessary to cause, effective as of the Merger Effective Time, the Company Board to consist of the directors selected by Parent and identified in writing to the Company. The new members appointed to the Company Board shall be approved by the Company Board prior to the Merger Effective Time.
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Surviving Corporation Board of Directors. Subject to applicable Legal Requirements, each of the parties hereto shall take all necessary action to ensure that the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation.
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Surviving Corporation Board of Directors. The Board of Directors of IUB will take such action as may be necessary (including the amendment of the IUB bylaws) to cause the number of directors comprising the full Board of Directors of IUB immediately prior to or at the Effective Time to be 10 persons, 5 of whom shall be existing directors of IUB prior to the Effective Time designated by IUB and 5 of whom shall be existing directors of PTC prior to the Effective Time designated by PTC. If, prior to the Effective Time, any such designees shall decline or be unable to serve, the party that designated such person shall designate another person to serve in such person's stead. Each such person so designated shall be a director of the Surviving Corporation until the earlier of his resignation or removal or until his successor is duly elected or appointed, as the case may be.
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Surviving Corporation Board of Directors. The Board of Directors of Western Resources will take such action as may be necessary (including increasing the size of the Board of Directors of Western Resources and seeking approval of its stockholders of an amendment to the Western Resources Articles to increase the size of the Board of Directors) to appoint to the Board of Directors of Western Resources as many persons, but in no event more than six persons, who (1) are members of the KCPL Board of Directors as of the date hereof, (2) are willing to serve on the Board of Directors of Western Resources, and (3) would be eligible under Western Resources' by-laws to be so nominated for election to the Western Resources Board of Directors at the next Western Resources annual meeting following the Effective Time. The Nominating Committee of the Western Resources Board of Directors shall allocate all persons to be added to the Western Resources Board of Directors pursuant to this Section as evenly as possible among the classes of the Western Resources Board of Directors.
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Surviving Corporation Board of Directors. (i) Subject to the proviso contained in Section 1.5.2 hereof, it is the intention of the Merging Parties that the Surviving Corporation will obtain the necessary director and/or stockholder approvals to fix, as of the Effective Time, the number of directors constituting a full Board of Directors of the Surviving Corporation at ten and to elect initially as directors of the Surviving Corporation six individuals designated prior to the Effective Time by the then Board of Directors of Orion and four individuals designated prior to the Effective Time by the then Board of Directors of Actava. Subject to the proviso contained in Section 1.5.2 hereof, each of the Merging Parties agrees to use its best efforts to establish such a Board of Directors of the Surviving Corporation. (ii) In the event that (a) at the Effective Time, Triton designates one member of the Surviving Corporation's Board of Directors as provided in the proviso contained in Section 1.5.2, and (b)(x) prior to the time that the Surviving Corporation's Board of Directors nominates directors for election at the first annual meeting of stockholders of the Surviving Corporation next following the end of the Surviving Corporation's fiscal year ending December 31, 1995, Triton loses or waives its right to designate one member of the Surviving Corporation's Board of Directors and (y) the person designated at the Effective Time by Triton to the Surviving Corporation's Board of Directors resigns from the Surviving Corporation's Board of Directors, then if the conditions set forth in clauses (a) and (b) above are satisfied, each of Actava, Orion, MITI and Sterling agrees to use its best efforts to cause the Board of Directors of the Surviving Corporation, consistent with their fiduciary duties and applicable law, to increase the size of the Board of Directors of the Surviving Corporation to ten persons and to fill the two vacancies in the Surviving Corporation's Board of Directors with the two persons listed on Schedule 1.5.2(b) under the caption "Actava's Designees to the Surviving Corporation's Board of Directors," who, pursuant to Section 1.5.2 hereof, were
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Surviving Corporation Board of Directors. The seven member Board of Directors of the Surviving Corporation shall have been appointed in accordance with this Agreement.
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Related to Surviving Corporation Board of Directors

  • 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.

  • 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.

  • 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.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • Officers of Surviving Corporation The officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers 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.

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • 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.

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

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

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