UGC Board Sample Clauses

UGC Board. (a) Immediately prior to the Closing, and in such order as Liberty may have requested, Messrs. Xxxxxxx and Xxxxxxxx, Xx. Xxxxx and one additional director (other than Xxxxxxx Xxxxx and any Class C Director) as determined by the Deciding Stockholders at least three Business Days prior to the Closing shall have resigned from UGC's Board of Directors and four nominees of Liberty designated by Liberty at least three Business Days prior to the Closing shall have been appointed, by unanimous vote of the UGC Board of Directors, to the UGC Board of Directors, so that the composition of the Board of Directors of UGC at the time of the Closing shall be as set forth on Schedule 5.10 (the "Reconstituted UGC Board"). (b) Immediately after the resignations and appointments referred to in Section 5.10(a), those of the Stockholders and Founders that serve on the board of directors or similar governing body of any Subsidiary or Affiliate of UGC shall have tendered their resignations therefrom to the Reconstituted UGC Board and any vacancies created by any of such resignations as are accepted by the Reconstituted UGC Board shall have been filled with such persons as the Reconstituted UGC Board may have designated, which, in the discretion of the Reconstituted UGC Board, may include one or more of the Stockholders or Founders. SECTION 6:
Sample 1
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Related to UGC 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.

  • 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.

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

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

  • 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.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

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