New Worthington Board definition

New Worthington Board shall have the meaning set forth in the Recitals.
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New Worthington Board means the Board of Directors of New Worthington as set forth in the Recitals.
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Examples of New Worthington Board in a sentence

  • Any determination made by the New Worthington Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3 shall be conclusive.

  • The New Worthington Director DCP shall continue in effect after the Distribution Date in accordance with its terms, with payments made to current and former members of the New Worthington Board pursuant to their applicable deferral elections.

  • This Agreement and the transactions contemplated hereby, including the declaration of the Distribution shall have been approved by the New Worthington Board, and such approval shall not have been withdrawn.

  • No events or developments shall have occurred or exist that, in the judgment of the New Worthington Board, in its sole and absolute discretion, make it inadvisable to effect the Distribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions contemplated hereby not being in the best interest of New Worthington or its shareholders.

  • New Worthington shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the New Worthington Board has approved the Distribution, cause the Information Statement to be mailed to the Record Holders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.

  • The foregoing conditions are for the sole benefit of New Worthington and shall not give rise to or create any duty on the part of New Worthington or the New Worthington Board to waive or not waive such conditions or in any way limit New Worthington’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in such Article.

  • This Agreement and any Ancillary Agreement may be terminated and the terms and conditions of the Separation and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole and absolute discretion of the New Worthington Board without the approval of any other Person, including Worthington Steel or New Worthington or the shareholders of Worthington Steel or New Worthington.

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