Acquiror Board. (a) From and after the Effective Time, so long as the Love Family owns at least One Million (1,000,000) shares of Acquiror Common Stock, the Love Family, acting through a single representative identified to Acquiror, shall have the right to: (i) designate one (1) candidate for appointment to the board of directors of Acquiror (the “Love Family Board Representative”); and (ii) have one (1) representative attend all meetings of the board of directors of Acquiror in a non-voting observer capacity (the “Love Family Non-Voting Observer”) and, in such capacity, be entitled to receive copies of all notices, minutes, consents and other board of directors materials that it provides to all of its directors. If at any time the Love Family owns less than One Million (1,000,000) shares, but at least Seven Hundred Thousand (700,000) shares, of Acquiror Common Stock, the Love Family shall have only the right to designate a director for appointment to the board of directors but not the right to appoint a non-voting board observer. If at any time either (i) the Love Family owns less than Seven Hundred Thousand (700,000) shares of Acquiror Common Stock or (ii) the shares of Acquiror Common Stock held by the Love Family represent less than four percent (4%) of the total voting power of the outstanding stock of Acquiror entitled to vote generally in the election of directors, the Love Family shall cease to have any right to designate a director for appointment to the board of directors or appoint a non-voting board observer.
Acquiror Board. The Acquiror Board will take all actions necessary to cause its membership, immediately after the Effective Time, to consist of nine persons, seven of whom shall have served on the Acquiror Board immediately prior to the Effective Time (collectively, “Acquiror Board Designees”), and two of whom shall have served on the Company Board immediately prior to the Effective Time and shall be Xxxx X. Xxxxxx and Xxxx Xxxxxxxx (collectively “Company Board Designees”).
Acquiror Board. (a) Acquiror shall take all such action as may be necessary to cause (i) the number of directors comprising the Acquiror Board as of the Effective Time to be increased to seven (7) and (ii) Xxxxx Xxxxxxxxxx and one designee of Xxxxx Xxxxxxxxxx (collectively, the “Company Initial Directors”) and one additional Independent (as defined below) director mutually agreeable to the Company and Acquiror to be appointed to the Acquiror Board as of the Effective Time, to serve until the next annual election of directors of Acquiror. In connection with such next annual election of directors of Acquiror, and each successive annual election of directors for as long as Xxxxx Xxxxxxxxxx shall beneficially own at least five percent (5%) of the outstanding Acquiror Common Stock, Acquiror shall take all such action as may be necessary to nominate the Company Initial Directors for election to the Acquiror Board by Acquiror’s shareholders, or in the event that that either of the Company Initial Directors shall advise Acquiror of his intent not to stand for re-election, then such other person(s) as may be designated by Xxxxx Xxxxxxxxxx (the
Acquiror Board. Acquiror shall take all action necessary to ensure that the board of directors of the Surviving Corporation will consist of the Acquiror Directors and the Company Directors.
Acquiror Board. Acquiror and the Company shall take all necessary action to cause the board of directors of Acquiror as of immediately following the Closing (the “New Acquiror Board”) to consist of seven (7) directors. The initial composition of the New Acquiror Board shall be comprised of (a) four (4) individuals to be designated by the Company Stockholders, as specified in Schedule 8.2(e) to this Agreement, (b) one (1) individual to be designated by the Sponsor (the “Sponsor Designee”), as specified in Schedule 8.2(e) to this Agreement, and (c) two (2) individuals will be independent directors, designated by the Company in consultation with the Sponsor.
Acquiror Board. Immediately prior to the Effective Time, the number of members of the Acquiror Board shall be fixed at nine, three members of the Acquiror Board shall resign and Exxxxx Xxxx, Sxxxxxx Xxxxx, Bxxx Xxxxxxxxx, Bxx Xxxxx, Dxxxxx Xxxxxx, Exxx Xxxxxx and Lxx Xxxxxxx or such other persons designated by Company prior to the Effective Time shall be appointed to fill the vacancies so created. The two Continuing Directors shall be two of the following four individuals: Vxx Xxxxxx, Xxxxx Xxxxx, Hxxxxx Xxxxxx and Lxxxx Xxxxxxxxx.
Acquiror Board. Acquiror and the Company shall take all necessary action to cause the board of directors of Acquiror as of immediately following the Closing (the “New Acquiror Board”) to consist of nine (9) directors. The initial composition of the New Acquiror Board shall be comprised of (a) two (2) individuals to be designated by the Company, (b) two (2) individuals to be designated by the Sponsor and (c) five (5) individuals will be independent directors, designated by the Company (the “Independent Directors”). The Company agrees to consult, in good faith, with Acquiror regarding the determination of the Independent Directors. The Parties shall use reasonable best efforts to ensure that the Persons designated for election to the New Acquiror Board pursuant to this Section 8.2(e) are nominated and elected as directors of Acquiror effective as of the Closing, and the identities of such individuals shall be made publicly available prior to the date on which the Proxy Statement / Registration Statement is filed with the SEC in definitive form. 91
Acquiror Board. Acquiror shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the Acquiror Bylaws, the number of directors constituting the Acquiror Board shall be increased to fourteen (14) and Xxxx Xxxxxxxx, who is currently the Chairman of the Company Board, shall be appointed as director of Acquiror to fill the vacancy created by such increase, with such individual appointed for a term expiring at the 2014 annual meeting following the Effective Time. If, prior to the Effective Time, Xxxx Xxxxxxxx for any reason ceases to serve as a director of Company or declines to serve on Acquiror Board, then a successor to such individual who is currently an independent director of Company shall be mutually selected by Company and Acquiror and shall be duly appointed to the Acquiror Board as of the Effective Time pursuant to this Section 6.6.
Acquiror Board. 49 7.15 Employee Benefits; Termination of Pension Plan....................49 7.16
Acquiror Board. Acquiror shall use its best efforts to cause Powers to be elected to the Board of Directors (as Chairman of the Board) of Acquiror following the consummation by members of the Acquiror Group of Liberty Practice Acquisitions representing $10,000,000 in Practice Gross Revenues.
