Board of Directors and Executive Officers. 11.1 The Board of Directors of the Joint Venture Company shall be established immediately after the Business License is issued to the Joint Venture Company.
Board of Directors and Executive Officers. As a condition to the Company closing the Acquisition, the then Board of Directors and executive officers of the Company will appoint Mx. Xxxxx X Igwealor as Executive Chairman and member of the Board of Directors. While the current management and executive officers of the Company will remain in their respective positions, the current board of directors as currently constituted shall resign and a new board constituted having Mssr. F. Xxxxxxxx, S. Xxx and K. Xxx as new members.
Board of Directors and Executive Officers. 4.4 The senior executive officers and directors of TAI will resign as determined by TAI and DWR and will be replaced by nominees of TAI and DWR, such that the board of directors of the Resulting Issuer will consist of a minimum of four directors, comprised of one nominee of TAI, a minimum of three nominees of DWR.
Board of Directors and Executive Officers. On the Closing, Nxxxxxx Bitsenko will be appointed as one of the three (3) new directors and the Chief Executive Officer of a GTII subsidiary (the “BFE Sub”), as well as assuming and confirming his positions with BFE as provided in this Section 2. Furthermore, at Closing, GTII, as the parent company and 100% owner of BFE, will cause the BFE Sub to appoint: (i) Nxxxxxx Bitsenko as the director, Chief Executive Officer, and President of the Board of Directors of the BFE Sub; (ii) two directors to be nominated by GTII.
Board of Directors and Executive Officers. On the Closing, the then Board of Directors of Lux will appoint RLI designated members to the Lux Board of Directors and RLI designated executive officers of Lux to replace them, as designated in writing by RLI, and the existing directors and officers of Lux will resign simultaneously unless requested by RLI in writing to remain. The new Board of Directors will designate the executive officers of Lux moving forward. Lux directors Xxxxxxx Xxxx and, if he is still a director, Xxxx Xxxxx, will vote to approve and close the Transaction, provided it is in substantial compliance with this LOI. Xxxxxxx Xxxx, President Radio Loyalty, Inc. May 16, 2012
Board of Directors and Executive Officers. On the Closing, Mx. Xxx will be appointed as a member of the Board of Directors of GTII. The members of the Board of GTII as of the Closing of this Transaction shall be replaced by new members to be appointed by GTII and SuperGreen after consideration of the new focus of the Company. Furthermore, within 30 days after Closing, GTII, as the parent company and 100% owner of SuperGreen (the “SuperGreen-Sub”), will cause the SuperGreen Sub to appoint: (i) Mx. Xxx, Chairman of the Board, a director, of the SuperGreen Sub; and (ii) additional directors to be nominated by the post-Closing Board of Directors of GTII, initially consisting of a total of 3 directors. The Parties agree to negotiate, in good faith, a leak-out agreement with the pre-closing Board of Directors and officers of GTII, which agreement shall contain a leak-out period equivalent to any restrictions on the GTII Common Stock, and other general provisions applicable to the leak-out and sale of common stock held by officers and directors of public companies. In addition to the leak-out agreement, the Parties shall negotiate, in good faith, to retire any outstanding preferred stock held by any officer or director of GTII at, or within a specified time after Closing. Both the leak-out and preferred stock retirement described herein shall be considered material terms of this Agreement. The Parties agree to negotiate, in good faith, a plan to spin out all non-SuperGreen assets at, or within a mutually-agreed upon time after Closing. As used herein, non-SuperGreen assets means all assets owned by GTII immediately prior to the Closing. The spin-out agreement described herein shall be considered a material term of this Agreement. The Parties agree to cause SuperGreen-Sub to enter into a key executive employment agreement naming Mx. Xxx Chairman of the Board of Directors of SuperGreen at the Closing that is reasonably acceptable to the Parties to this Agreement. Failure to negotiate in good faith, or the failure to enter into said employment agreement, shall be grounds for terminating this Agreement. Mx. Xxx covenants to perform, for the SuperGreen Sub, those substantially similar obligations and responsibilities as performed by him for SuperGreen prior to the Closing, with substantially similar compensation from the SuperGreen-Sub as received from SuperGreen prior to Closing. Mx. Xxx represents and warrants that SuperGreen constitutes 100% of the business conducted by SuperGreen. Cxxxxx Xxx We SuperGreen ...
Board of Directors and Executive Officers. Newmarket shall take all necessary actions (including obtaining shareholder approval, where applicable) to ensure that upon the completion of the Arrangement:
Board of Directors and Executive Officers. During the term of this Agreement, the Institute shall consult with, and seek the advice of, the Company with respect to the selection and compensation of its Board of Directors and executive officers.
Board of Directors and Executive Officers. (a) On the Closing Date, the following persons shall be appointed as members of the Board of Directors of STF: Xxxxxx X. Xxxxx (Board Chairman), Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx, and a fifth (5th) director who shall be designated by STF.
Board of Directors and Executive Officers. (a) Ottawa shall take all action necessary to appoint three members of Twin Oaks’ Board of Directors, who shall be Xxxxx X. Xxxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxx, to the Board of Directors of Ottawa Savings Bancorp MHC, Ottawa Savings Bancorp and Ottawa Savings Bank, effective upon the Effective Time.
