Company Board Representation. Section 14(f).
(a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.
(b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.
(c) Following the election or appoi...
Company Board Representation. Section 14(f).
(a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.
Company Board Representation. Section 14(f).
(a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use all reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board with respect to (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange), (ii) each board of directors of each Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use all reasonable efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees.
(b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 and shall include the Information Statement containing such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill such obligations. Parent or Purchaser shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) an...
Company Board Representation. Section 14(f). (a) ------------------------------------------- Promptly upon the purchase by Purchaser of Shares pursuant to the Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors, or both. At such times, the Company shall use its best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of (i) each committee of the Board, (ii) each board of directors of each Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the Effective Time, the Company shall use its best efforts to ensure that at least two members of the Board and each committee of the Board and such boards and committees of the Subsidiaries, as of the date hereof, who are not employees of the Company shall remain members of the Board and of such boards and committees.
Company Board Representation. (a) Following the Effective Date, and for so long as the Pfizer Group beneficially owns shares of Company Common Stock representing a majority of the total voting power of all classes of then outstanding capital stock of the Company entitled to vote generally with respect to the election of directors (“Company Voting Stock”), Pfizer shall have the right to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board (each person so designated, a “Pfizer Designee”) a majority of the members of the Company Board, including the Chairman of the Board. For so long as the Pfizer Group beneficially owns shares of Company Common Stock representing less than a majority but at least 10% of the total voting power of all of the outstanding shares of Company Voting Stock, Pfizer shall have the right to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board a proportionate number of Pfizer Designees to the Company Board, as calculated in accordance with Section 7.03(d). Notwithstanding anything to the contrary set forth herein, (i) the Company’s obligations with respect to the election or appointment of Pfizer Designees shall be limited to the obligations set forth under this Section 7.03 and (ii) shall be further limited by the Company’s compliance with Law and any applicable Commission or stock exchange director independence requirements.
(b) For so long as the Pfizer Group beneficially owns shares of Company Common Stock representing a majority of the total voting power of all of the outstanding shares of Company Voting Stock, the Company shall use reasonable best efforts to exempt itself, as applicable, from compliance with corporate governance requirements relating to director independence. For so long as the Pfizer Group beneficially owns shares of Company Common Stock representing a majority of the total voting power for the election of the Company’s directors, commencing with the annual meeting of stockholders of the Company to be held in 2013 and prior to each annual meeting of stockholders of the Company thereafter, Pfizer shall be entitled to present to the Company Board or any nominating committee thereof for nomination thereby such number of Pfizer Designees for election to the Company Board (or if there is a classified board, the class of directors up for election) at such annual meeting as would result in Pfizer having the appropriate nu...
Company Board Representation. Section 14(f).
Company Board Representation. Promptly upon the Closing, Seller shall cause the directors nominated by Seller or who are otherwise affiliated with Seller after the Closing to resign from the Board of Directors of the Company and, if applicable, the boards of directors of the Company's subsidiaries.
Company Board Representation. Upon Purchaser's request, Stockholder shall cause the members of the Supervisory Board of the Company to resign as of the Closing, except for any member who Purchaser indicates it would like to remain as a member of either of such Board. As soon as practicable after the Commencement Date, Purchaser shall provide the Company and Stockholder with the names of the individuals Purchaser wishes to be appointed to, or remain as members of, the Supervisory Board and the Board of Management of the Company effective as of the Closing. Following receipt by the Company of the names of such individuals (and any further information regarding these individuals as reasonably requested by the Company), either at the shareholder informational meeting to be called by the Company relating to the Offer (the "INFORMATIONAL MEETING") or at a general meeting of shareholders convened by the Company for the purpose of appointing 18 11 these individuals to the Supervisory Board and the Board of Management of the Company, as the case may be, Stockholder shall cause such appointments to take place effective as of, and conditional upon the occurrence of, the Closing.
Company Board Representation. Effective as of the Closing Date, the Company shall cause one (1) director then serving on the Company Board to resign from the Company Board and the Company, acting through the Company Board, shall appoint one individual selected by ILDE to fill the vacancy created thereby. Thereafter, for so long as ILDE and its Affiliates hold at least 16% of the issued and outstanding shares of Common Stock, the Company shall take such action as is necessary to nominate one (1) individual selected by ILDE to serve on the Company Board.
Company Board Representation. Section 14(f). (a) ------------------------------------------- Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock beneficially owned by Purchaser or any Affiliate of Purchaser following such purchase bears to the total number of shares of Common Stock then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use all reasonable efforts to cause persons designated by Purchaser to constitute the same percentage of each committee of the Board as persons designated by Purchaser to constitute the Board to the extent permitted by applicable law.
