Board Changes Sample Clauses
Board Changes. The following actions shall be effective immediately following the tenth (10th) day after the Company distributes to its shareholders the Section 14(f) Statement:
3.1 The number of directors constituting the Board shall be increased to eight (8) in accordance with Section 3.2 of the Bylaws of the Company and one of the newly created vacancies shall be assigned to Class II and the other newly created vacancy shall be assigned to Class III in accordance with Article IX of the Company’s Restated Articles of Incorporation.
3.2 The resignations of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as members of the Board attached as Exhibits A-1 though A-4 and previously tendered to the Company shall become effective in accordance with their terms leaving ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as the sole remaining incumbent director assigned to Class III and creating four vacancies on the Board in addition to the fifth vacancy previously created by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇’▇ prior resignation as a director effective March 1, 2007 and the sixth and seventh vacancies created by the increase in the size of the Board of directors as described in Section 3.1.
3.3 Each of the seven persons identified on Exhibit B as an “Appointee” (collectively, the “Appointees”) shall be appointed, pursuant to Section 3.10 of the Bylaws of the Company and Section 16-10a-810(1)(c) of the URBCA, to fill the seven vacancies on the Board and serve as directors until the next shareholders’ meeting at which directors are elected and until their respective successors shall be duly elected and qualified, unless they resign, are removed or are otherwise disqualified from serving as a director of the Company, and each such Appointee shall serve in the class set forth next to his or her name on Exhibit B.
Board Changes. Increasing or decreasing the size of the Board or otherwise changing its composition (other than as expressly permitted under this Article II).
Board Changes. (a) Immediately prior to the Acceptance Time, Messrs. S▇▇▇▇▇▇ ▇▇▇▇▇▇, C▇▇▇▇ ▇▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall resign from the Board of Directors (the “Board Resignations”).
(b) Immediately prior to the Acceptance Time and immediately after the Board Resignations, the Board of Directors, pursuant to Section 3:8 of the Bylaws, shall have elected M▇▇▇ ▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇▇ and B▇▇▇▇ ▇▇▇▇▇▇▇ to fill the vacancies in the Board of Directors created by the Board Resignations and shall have elected M▇. ▇▇▇▇ ▇▇▇▇▇ to serve as Chairman of the Board (the “Board Appointments”).
(g) Paragraph (A) of Annex I is hereby amended and restated to read as follows:
(A) Immediately prior to the expiration of the Offer (as the same may be required to be extended pursuant to the Agreement), there shall have been validly tendered in accordance with the terms of the Offer and not validly withdrawn, a number of Shares that, together with the Shares then owned by Parent, Merger Sub and any other Affiliate or direct or indirect wholly-owned Subsidiary of Parent, represents at least 66.67% of the Shares then outstanding (the “66.67% Minimum Condition”);”
(h) Annex I is hereby amended to add a new paragraph (J) to read as follows:
Board Changes. It is proposed that ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ will be appointed as a non-executive director of the Company in connection with the Acquisition. No other board changes are anticipated in connection with the Acquisition. The proposed timetable in respect of the Acquisition is as follows: ASX announcement of the acquisition 13 November 2023 General Meeting 15 December 2023 Satisfaction (or waiver) of conditions precedent (including due diligence) 19 December 2023 Completion of Acquisition 19 December 2023 Aurum Resources Ltd is an ASX-listed (ASX:AUE) mineral exploration and development company. Aurum has a collection of gold and base metal focused projects from early-stage reconnaissance to mature area exploration projects currently located in Western Australia. The Company’s ▇▇▇▇▇ Find Project is prospective for gold mineralisation and located on structures that host historical gold mines. The Company’s other project is ▇▇▇▇▇ South, another prospective project adjacent to known gold deposits but may also host base metal deposit(s). Some of the statements appearing in this announcement may be in the nature of forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which Aurum operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward- looking statement. No forward-looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by several factors and subject to various uncertainties and contingencies, many of which will be outside ▇▇▇▇▇’s control. Aurum does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of Aurum, its directors, employees, advisors, or agents, nor any other person, accepts any liability for an...
Board Changes. The Company must procure that:
(a) such persons as Apax nominates by notice to the Company no later than 4 Business Days before the Implementation Date and who have provided to the Company a signed consent to act by that time (as well as any other information required to be provided to the Registrar) are appointed as additional directors of each member of the Trade Me Group specified in the notice, on the Implementation Date (by no later than 5:00pm); and
(b) unless otherwise agreed by Apax in writing, each director of each member of the Trade Me Group, other than those appointed in accordance with clause 6.3(a), resigns as a director with effect from the Implementation Date (by no later than 5:00 pm on the Implementation Date) and acknowledges in writing that he or she has no claim against any member of the Trade Me Group other than for accrued but unpaid directors fees and expenses. F or p er so na l u se o nl 3679077 v1 22
Board Changes. The Company is delighted to announce that ▇▇▇▇▇ ▇▇▇▇▇▇▇ has joined the Board as the Independent Non-Executive Chairman of the Company with immediate effect. ▇▇ ▇▇▇▇▇▇▇ is a senior partner in a firm of solicitors, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and heads that firm’s Equity Capital Markets team. In addition,
Board Changes. At Closing the following changes will be effected to the board of directors and officers of the Buyer:
(a) the board of directors of the Buyer shall appoint an aggregate of an additional six directors to the board of directors of the Buyer comprised of two nominees appointed by such directors of the Buyer and four nominees to be put forward by the Shareholders of the Company, subsequent to which all directors (other than those directors who have been nominated by Buyer to remain as a director) and all officers of the Buyer will resign; and
(b) the newly appointed directors of the Buyer will appoint such executive officers as may be determined by the such new Board of Directors.
Board Changes. Board changes shall be a modified Board ------------- which occurs on the date that a majority of the Board shall be persons other than persons (a) for whose election proxies shall have been solicited by the existing Board, or (b) who are then serving as directors appointed by two-thirds (2/3) of the directors comprising the existing Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly created directorships.
Board Changes. The appointment of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ as Managing Director is subject to shareholder approval of the Proposed Acquisition. ▇▇ ▇▇▇▇▇▇▇ has in excess of 25 years of multi-faceted experience within the mining industry. Key previous roles include: • Executive Director and Vice President of Gold and Base Metals at Saudi Arabian Mining Company • Executive Vice President and Head of International Operations for Goldfields Limited • Chief Executive Officer of Consolidated Minerals Ltd • Chief Operating Office for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Platinum • Head of Origination for Project Finance at Rand Merchant Bank • Mine Manager, Underground Manager and other operational roles in an open cut and underground capacity at Anglo American, Anglo Platinum, Normandy Mines and Mount Isa Mines Terms of Employment: • A base salary of A$360,000 exclusive of statutory superannuation • An options incentive package of 80,600,000 options with an exercise price of A$0.05 and a term of three years from the date of issue will be allotted subject to shareholder approval and the vesting conditions outlined below (MD Options). • Six month notice period for termination applies. 26,866,667 The Company producing at least 20,000 ounces of gold p.a at less than A$1,350/oz AISC over two successive months 26,866,667 The Company producing at an additional 30,000 (i.e. total of 50,000) ounces of gold p.a at less than A$1,350/oz AISC over two successive months 26,866,666 The Company producing at an additional 40,000 (i.e. total of 90,000) ounces of gold p.a at less than A$1,350/oz AISC over two successive months Prior to completion of the Proposed Acquisition, ▇▇ ▇▇▇▇▇▇▇ will be engaged by and at the cost of Maroon to provide services to the Company in relation to the Projects. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, the current Managing Director of European Cobalt Ltd is to transition to non-executive director upon completion of the Proposed Acquisition. At this stage no further board changes have been contemplated. Subject to the completion of the transaction and shareholder approval, the Company proposes to change the Company’s name to Mojo Minerals Ltd.
Board Changes. The Company must procure that:
(a) such persons as Meridian nominates by notice to the Company no later than four Business Days before the Implementation Date and who have provided to the Company a signed consent to act by that time (as well as any other information required to be provided to the Registrar) are appointed as additional directors of each member of the NZ Windfarms Group specified in the notice, on the Implementation Date (by no later than 5:00pm); and
(b) unless otherwise agreed by Meridian in writing, each director of each member of the NZ Windfarms Group, other than those appointed in accordance with clause 6.3(a), resigns as a director with effect from the Implementation Date (by no later than 5:00pm on the Implementation Date) and acknowledges in writing that he or she has no claim against any member of the NZ Windfarms Group other than for accrued but unpaid directors fees and expenses.