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:
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. The Company is delighted to announce that Xxxxx Xxxxxxx has joined the Board as the Independent Non-Executive Chairman of the Company with immediate effect. Xx Xxxxxxx is a senior partner in a firm of solicitors, Xxxxxxxx Xxxxxxxx LLP, and heads that firm’s Equity Capital Markets team. In addition, Xx Xxxxxxx sits on the board of another AIM company, Imaginatik Plc, and is a member of the QCA’s Corporate Finance Experts group. He is a former Qualified Executive for the purposes of the AIM Rules for Nominated Advisers and was a regulated individual in Numis Securities Limited providing Main Market sponsor advisory services. Xx Xxxxxxx advises a number of Nominated Advisers and companies on, amongst other things, matters pertaining to resources. The Company is also pleased to announce that Xxxx Xxxxxxx, acting Chief Executive Officer and Managing Director of Central Rand Gold (Netherlands Antilles) N.V. and, for the past nine months, Chief Executive Officer of Central Rand Gold South Africa Proprietary Limited, has joined the Board as Chief Executive Officer with immediate effect. Furthermore, the Company is pleased to announce that Xxx Xxx (“Xxxxxxx”) Xxxxxx has joined the Board as a Non-Executive Director with immediate effect. Xxxxxx Xxxxxx and Xxxx Xxxxxx have stepped down as Interim Non-Executive Chairman and Non- Executive Director, respectively. The Board would like to thank Xxxxxx and Xxxx for their efforts over the course of their service. Appointment of Nominated Adviser & Broker The Company is pleased to announce the appointment of ZAI Corporate Finance Limited as its Nominated Adviser and Broker with immediate effect. Related Party Transaction The Loan is regarded as a related party transaction as defined by the AIM Rules for Companies due to the extent of Xx Xxxx’x shareholding in the Company, amounting to 19,704,434 ordinary shares of the Company, representing 9.48% per cent. of the ordinary shares currently in issue. The Board, having consulted with ZAI Corporate Finance Limited, the Company's Nominated Adviser, believes that the terms of this related party transaction are fair and reasonable insofar as the shareholders of the Company are concerned. Relationship Agreement Reflecting his material shareholding and the additional provision of the Loan described above, the Company has entered into a relationship agreement with Xx Xxxx and XXX Corporate Finance, as Nominated Adviser, which regulates the continuing relationship between Xx Xxxx and t...
Board Changes. (a) Immediately prior to the Acceptance Time, Messrs. Sxxxxxx Xxxxxx, Cxxxx Xxxxxx and Mxxxxxx Xxxxxx shall resign from the Board of Directors (the “Board Resignations”).
Board Changes. The Company must procure that:
Board Changes. Subject to the Consideration having been paid to the Scheme Shareholders, the Company must procure that:
Board Changes. ADG, through the Nominating Committee, has commenced a process to identify one (1) or two (2) new Board members (such additional directors hereinafter referred to as, the “New Directors”). Subject to ADG’s criteria for director-candidates and its published corporate governance policies, practices and procedures therefor, ADG will consider candidates with strong financial literacy skills and expertise and/or substantial acumen and experience in the electronic security industry. The Nominating Committee will consider any qualified candidates suggested by Xxxxxx Xxxxxxx. ADG will conduct and conclude the New Directors search process described herein and recommend for appointment to the Board the New Directors as soon as reasonably practicable following the Annual Meeting. In connection with the appointment of any New Directors, the Nominating Committee will consider the appropriate size of the Board and prior to the addition of any New Directors will consider, after giving due consideration to the input of the Pirate Nominee, the extent to which a reduction in the number of ADG directorships may be appropriate.
Board Changes. ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 12
Board Changes. At Closing the following changes will be effected to the board of directors and officers of the Buyer:
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.
