The Company Board Sample Clauses

The Company Board. (a) Subject to any requirement for shareholder approval to increase the size of the Board to the number required to give effect to this Section 9.02, promptly after any consummation of any 100% Acquisition Proposal by Buyer, Buyer will cause the Company and the Board to take such action as may be required to increase the size of the Board to a number of members such that (i) all of the individuals who are members of the Board at the time of the consummation of the 100% Acquisition Proposal (the “Incumbent Directors”) may continue to be members of the Board and (ii) individuals designated or nominated by Buyer shall constitute a majority (or, if at such time under the terms of the Charter or Bylaws or under Applicable Law, any higher percentage of the members of the Board is required to take any Board action, then such that the number of the individuals designated or nominated by Buyer constitutes that higher percentage of the Board members). For a period of ten years after consummation of the 100% Acquisition Proposal by Buyer, subject to Applicable Law, Buyer will continue to nominate Incumbent Directors (or successors selected by Incumbent Directors) for reelection to the Board upon the expiration of the term of office of any Incumbent Director and will vote all Voting Securities held by it in favor of the election of the Incumbent Director so nominated. (b) The Incumbent Directors (other than those designated by Buyer) shall have the right to enforce, including by specific performance as set forth in Section 13.12, the Obligations of Buyer set forth in this Article 9 with respect to the Company after the consummation of the 100% Acquisition Proposal by Buyer.
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The Company Board. (a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Member, and each director elected shall hold office until his successor is elected and qualified. (b) Directors shall, except as otherwise required by statute or by the Certificate of Formation, be appointed the Member. (c) Unless otherwise provided in the Certificate of Formation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an appointment of directors may be held in the manner provided in Section 3.3(b).
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The Company Board. 6.1 The Company Board shall consist of six directors or such other number as the Parties may agree from time to time. 6.2 The Parties shall be entitled to appoint the directors of the Company pro-rata to their Percentage Interests in the Company from time to time, to remove those directors and to replace those directors who are so removed or who cease for any other reason to be directors of the Company. 6.3 The chairman of the Company Board, who shall also be a director of the Company, shall be appointed by the Operator and pending appointment of the Operator, shall be appointed by RRL. 6.4 Each of the directors of the Company shall be entitled to appoint any other director to act as his proxy in such director’s absence. The appointment as proxy shall be recorded in the minute book of the Company. An alternate director, whilst acting as the proxy of the director who appointed him, shall exercise and discharge all the duties and functions of the director he represents. 6.5 All appointments and removals of directors or proxies shall be by written notice to the Company and to the other shareholders of the Company from the Party by whom such appointment or removal is being effected. 6.6 Company Board meetings shall be held at such times as the directors of the Company may from time to time decide. Any director of the Company shall have the right to convene a Board meeting of the Company at any time upon due notice in accordance with clause 6.7. The directors of the Company may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. 6.7 Ten Business Days notice (exclusive of the day of receipt) at least shall be given of each Company Board meeting unless all directors agree to a shorter period of notice. The secretary for the time being of the Company shall send such notice together with an agenda for each meeting to all the directors of the Company. The secretary shall also circulate minutes of each Company Board meeting to all the directors of the Company within a reasonable period after the date of each such meeting. 6.8 The Parties shall procure that a majority of directors on the Company Board and use reasonable endeavours to procure that a majority of directors on the Kibali Board at any given time are not residents of the Republic of South Africa.
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The Company Board. The Company and Crane will take all actions which may be required to elect or otherwise appoint as directors of the Company, prior to the Time of Distribution, the persons named in the Form 10 to constitute the Company Board at the Time of Distribution.
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The Company Board. 2.1 The Company and the Members shall appoint directors to its Board and the Chair of the Board in accordance with its Articles. 2.2 The Company and the Members shall require all Board members, including the Chair, to conduct their affairs in relation to the Company in accordance with the Seven Principles of Public Life.
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The Company Board. 3.7.1 The Company Board will consist of six (6) representatives appointed as a director, three (3) representatives being nominated by each Shareholder after written notification to the other Shareholder. 3.7.2 The Board shall be initially constituted as follows: - by Abacus:
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The Company Board. (a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Members at the annual meeting of the Members, the names of the Directors initially constituting the Company Board are set forth on Schedule II hereto, and each director elected shall serve for an initial term expiring on the later of (i) the first meeting of the Members and until such Director’s successor is elected and qualified or (ii) such Director’s earlier death, resignation or removal. (b) Directors shall, except as otherwise required by statute or by the Certificate of Formation, be elected at a meeting of the Members by a Majority Vote. (c) Unless otherwise provided in the Company’s Certificate of Formation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an appointment of directors may be held in the manner provided in 7.3(b).
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The Company Board. The Merger Agreement provides that promptly upon the purchase of and payment for any Shares by Parent or Purchaser pursuant to the Offer, Parent will be entitled to designate such number of directors, rounded up to the nearest whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company will, upon request of Parent, use its reasonable best efforts promptly either to increase the size of the Company Board or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company Board, and will take all actions to cause Parent's designees to be so elected. At such time, the Company will also cause persons designated by Parent to have appropriate representation on each committee of the Company Board. The Merger Agreement further provides that in the event that Parent's designees are elecxxx xx the Company Board, until the Effective Time, the Company Board will have at least three directors who were directors on May 30, 2002 (the "Original Directors"); provided that, in such event, if the number of Original Directors will be reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) will be entitled to designate persons to fill such vacancies who will be deemed to be Original Directors for purposes of the Merger Agreement or, if no Original Director then remains, the other directors will designate three persons to fill such vacancies who will not be stockholders, affiliates or associates of Parent or Purchaser, and such persons shall be deemed to be Original Directors for purposes of the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, in the event that Parent's designees are elecxxx xx the Company Board prior to the Effective Time, the affirmative vote of a majority of the Original Directors will be required for the Company to (i) amend or terminate the Merger Agreement or agree or consent to any amendment or termination of the Merger Agreement, (ii) exercise or waive any of the Company's rights, benefits or remedies under the Merger Agreement, (iii) extend the time for p...
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Related to The Company Board

  • 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.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Company Board Recommendation (a) Subject to the terms of Section 6.3(b) and Section 6.3(c), the Company Board shall recommend that the holders of Company Shares accept the Offer, tender their Company Shares to Acquisition Sub pursuant to the Offer and, if required by the applicable provisions of Delaware Law, adopt this Agreement (the “Company Board Recommendation”). (b) Neither the Company Board nor any committee thereof shall (i) fail to make the Company Board Recommendation to the holders of the Company Shares, (ii) withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent, the Company Board Recommendation, (iii) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal (it being understood that, only with respect to a tender offer or exchange offer, taking a neutral position or no position (other than in a communication made in compliance with Rule 14d-9(f) promulgated under the Exchange Act) with respect to any Acquisition Proposal shall be considered a breach of this clause (iii)), or (iv) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (i) through (iv) being referred to herein as an “Company Board Recommendation Change”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if, at any time prior to the Appointment Time, the Company Board receives a Superior Proposal or there occurs an Intervening Event, the Company Board may effect a Company Board Recommendation Change provided that (i) the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law, and in the case of a Superior Proposal, the Company Board approves or recommends such Superior Proposal; (ii) the Company has notified Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons, including the material terms and conditions of any such Superior Proposal and a copy of the final form of any related agreements or a description in reasonable detail of such Intervening Event, as the case may be, for such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change for purposes of this Agreement); (iii) if requested by Parent, the Company shall have made its Representatives available to discuss and negotiate in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of such Recommendation Change Notice; and (iv) if Parent shall have delivered to the Company a written proposal capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside legal counsel), after considering the terms of such proposal by Parent, that a Company Board Recommendation Change is still necessary in light of such Superior Proposal or Intervening Event in order to comply with its fiduciary duties to the Company Stockholders under applicable Delaware Law. Any material amendment or modification to any Superior Proposal will be deemed to be a new Superior Proposal for purposes of this Section 6.3. The Company shall keep confidential any proposals made by Parent to revise the terms of this Agreement, other than in the event of any amendment to this Agreement and to the extent required to be disclosed in any Company SEC Reports. (c) Nothing in this Agreement shall prohibit the Company Board from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, and (ii) making any disclosure to the Company Stockholders that the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law; provided, however, that in no event shall this Section 6.3(c) affect the obligations of the Company set forth in Sections 6.2 and 6.3; and provided, further, that any such disclosure will be deemed to be a Company Board Recommendation Change unless the Board of Directors publicly reaffirms the Company Board Recommendation within five Business Days of such disclosure.

  • 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.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving 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, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers 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.

  • 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;

  • 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.

  • 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.

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

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