Examples of Parent Insiders in a sentence
For purposes of Article X hereof, no action taken by the Board of Directors prior to the Merger shall be effective unless such action is approved by the affirmative vote of at least a majority of the directors of Company who are not Parent Insiders.
At any time after the appointment of persons designated by Parent as directors of Company pursuant to Section 3.4 hereof, a majority of the directors of Company who are not Parent Insiders may grant such extensions or waivers.
None of the Parent Insiders has any direct or indirect interest in any competitor, supplier or customer of Parent or in any Person from whom or to whom Parent leases any property, or in any other Person with whom Parent transacts business of any nature.
If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero (0), then the other directors on the Company Board shall designate and appoint to the Company Board three (3) directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.
If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board two directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.
If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero (0), then the other directors on the Company Board shall designate and appoint to the Company Board two (2) directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.
If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors of the Company is reduced to zero prior to the Effective Time, then the other directors on the Company Board shall designate and appoint to the Company Board three (3) individuals who are not Parent Insiders who shall be deemed to be Continuing Directors for all purposes of this Agreement.
Such resolutions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act and no-action letters issued thereunder for purposes of such Section 16(b) exemption, including, but not limited to, specifying the name of the Parent Insiders, the number of securities to be acquired by each such person, the material terms of any derivative securities, and that the approval is intended to make the acquisition of such securities exempt pursuant to Rule 16b-3(d).
If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to zero, then the other directors on the Company Board of Directors shall designate and appoint to the Company Board of Directors two individuals who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of this Agreement.
To the fullest extent permitted by applicable Law, each of Parent, the Company, Merger Sub, Relevant Parent Insiders and the Relevant Company Insiders agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by action, suit or proceeding on the judgment or in any other manner provided by Law.