Examples of PubCo Board in a sentence
On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to the Company with such individuals elected as members of the PubCo Board as of the Closing, which indemnification agreements shall continue to be effective immediately following the Closing.
For as long as the Sponsor is entitled to appoint any Sponsor Director pursuant to Section 2.01(a), without the prior written consent of the Sponsor, the PubCo Board shall not have more than five (5) members.
The Board may cause the Company to contract and deal with PubCo, or any Affiliate of PubCo; provided such contracts and dealings (other than contracts and dealings between the Company and its Subsidiaries) are on terms comparable to and competitive with those available to the Company from others dealing at arm’s length or are approved by the Members or are otherwise approved by the Disinterested Majority of the Board and the PubCo Board.
For each Taxable Year in which the Company Representative is an entity, the Company shall appoint the “designated individual” identified by the Company Representative and approved by the PubCo Board to act on its behalf in accordance with the applicable Treasury Regulations or analogous provisions of state or local Law.
At least a majority of the PubCo Board of Directors shall qualify as Independent Directors.
Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein.
Prior to the Effective Time, WWE, in its capacity as the sole stockholder of New PubCo, and the New PubCo Board shall (and WWE shall cause the New PubCo Board to) take all necessary action to approve the WWE Transfer for all purposes of the DGCL and the EDR Class B Issuance.
In addition, PubCo is hereby authorized to designate or remove any other Person selected by PubCo as the Company Representative; provided that all actions taken by the Company Representative pursuant to this Section 10.4 shall be subject to the overall oversight and authority of the PubCo Board.
For so long as QIC owns at least 25% of the Preferred Units it owned as of the Effective Date, if the Specified Control Persons, collectively, cease to hold of record or beneficially at least 35% of the equity securities or voting power of FBG PubCo, calculated on a fully diluted basis (a “FBG PubCo Board Right Trigger Event”), then FBG shall provide written notice to QIC of such occurrence no later than 10 Business Days after such occurrence.
Following an FBG PubCo Board Right Trigger Event, at QIC’s request, FBG will cause FBG PubCo to enter into a stockholders or similar agreement with QIC on customary terms memorializing QIC’s nomination right.