Board of Directors and Officers of Parent. Parent will take all actions necessary to cause the Parent Board, immediately after the Effective Time, to consist of five (5) members, it being understood that (a) Company shall have the right to designate up to four (4) members of the Parent Board, one of which shall be appointed as Chairman of Parent following the Effective Time, and (b) Parent shall have the right to designate up to one (1) member of the Parent Board, provided that such member designated by Parent must be acceptable to the Company. Prior to the mailing of the Proxy Statement/Prospectus, Parent shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the Parent Board effective immediately after the Effective Time; provided, however, the Parties acknowledge that so long as Parent remains a public reporting company, the Parent Board will continue to satisfy all applicable Legal Requirements with respect to membership and composition, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Parent hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the Parent Board that was not a member of the Parent Board immediately before the Effective Time shall enter into an indemnification agreement with Parent, in a form mutually acceptable to Parent and Company (and absent such agreement, on Parent’s form indemnification agreement), within fifteen (15) days of their appointment. The officers of Parent following the Effective Time will be elected by the Parent Board immediately following the Effective Time.
Board of Directors and Officers of Parent. (a) Parent will take all actions necessary to cause the board of directors of Parent, immediately after the Effective Time, to consist of up to nine (9) directors, of which four (4) directors shall be designated by Neurotrope and shall include Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxx and Xxxx Xxxxxx, and up to five (5) directors who shall be designated by the Company in the Proxy Statement. Prior to the mailing of the Proxy Statement, Neurotrope shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the board of directors of Neurotrope effective immediately after the Effective Time; provided, however, the parties acknowledge that so long as Parent remains a public reporting company, the board of directors of Parent will continue to satisfy applicable securities laws, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Neurotrope hereunder will allow Parent to comply with such applicable Legal Requirements. Each member of the board of directors of Parent shall enter into an indemnification agreement with Parent, on a form to be determined by the Parties, within fifteen (15) days of their appointment.
Board of Directors and Officers of Parent. The parties hereto shall procure that at the Parent Scheme Effective Time, those directors of Parent who shall be designated by Parent shall remain as directors of Parent, each of such directors to hold office in accordance with the applicable provisions of the articles of association of Parent and until their successors shall be elected or appointed and shall duly qualify. After giving effect to the Parent Scheme, the parties hereto shall procure that the officers of Parent shall be the individuals who are the current officers of Parent, each to hold office in accordance with the applicable provisions of the articles of association of Parent and until their respective successors are duly elected or appointed and qualified.
Board of Directors and Officers of Parent. Parent shall use its reasonable efforts to appoint the Company's Chief Executive Officer to the Board of Directors of Parent, effective immediately following the Effective Time. The Board of Directors of Parent also shall appoint the Company's Chief Executive Officer as Chief Internet Officer of Parent, effective immediately following the Effective Time.
Board of Directors and Officers of Parent. The Board of Directors of Parent shall take all action necessary to elect as of the Effective Time the following persons to the Board of Directors of Parent: (i)
Board of Directors and Officers of Parent. Exhibit 2.7 attached to the Merger Agreement is hereby deleted in its entirety and the Exhibit 2.7 attached hereto shall be substituted in lieu thereof.
Board of Directors and Officers of Parent. Parent will take all actions necessary to cause the board of directors of Parent, immediately after the Effective Time, to consist of the members as determined by Company, it being understood that Parent shall have the right to designate one member. Prior to the mailing of the Proxy Statement, Parent shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the board of directors of Parent effective immediately after the Effective Time; provided, however, the parties acknowledge that so long as Parent remains a public reporting company, the board of directors of Parent will continue to satisfy applicable securities laws, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Parent hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the board of directors of Parent that was not a member of the board of directors of Parent immediately before the Effective Time shall enter into an indemnification agreement with Parent, on a form to be determined by Company (and absent such agreement, on Parent’s form indemnification agreement), within fifteen (15) days of their appointment.
Board of Directors and Officers of Parent. Within thirty (30) days after the Closing Date, the Parent shall appoint Dxxxxx Xxxx to the Board of Directors of the Parent for the standard term provided to other members of the Board of Directors of Parent; provided, that Mx. Xxxx is willing and able to serve, has consented to serve as a director of the Parent. The right of Mx. Xxxx to serve on the Board of Directors of the Parent shall terminate automatically and forever upon the earlier to occur of the following: (i) the fifth (5th) anniversary after the Closing Date, (ii) such time as the Members and their respective Affiliates collectively own less than five percent (5%) of Parent Common Stock on a fully diluted basis, and (iii) the cessation of Mx. Xxxx’x employment with the Parent or any of its Affiliates due to a termination for cause or a voluntary resignation by Mx. Xxxx without good reason, in each case, only during the one (1) year period commencing after the Closing Date. In the event that Mx. Xxxx is not re-elected to or resigns from the Board of Directors of the Parent, the Board of Directors of the Parent shall consider, and subject to its fiduciary duties, appoint Txx Xxxxx to the Board of Directors for the standard term and subject to the same conditions set forth in items (i) through (iii) in this Section with respect to Mx. Xxxx (substituting Mx. Xxxxx for Mx. Xxxx in item (iii)). In addition, immediately following the Closing, Parent will appoint Txx Xxxxx as an Executive Officer of the Parent on terms mutually acceptable to Parent and Mx. Xxxxx.
Board of Directors and Officers of Parent. (a) Iris shall take all such action as may be necessary (i) to cause the number of directors comprising the Board of Directors of Parent as of the Effective Time to be increased to nine members and (ii) to cause Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxx XxXxxxx, Xxxx Xxxxxxxxxx, the Chief Executive Officer of Greyhound, Xxxxxxxx Xxxx and Xxxxx Xxxxx (the “Designated Directors”) to be appointed to the Board of Directors of Parent as of the Effective Time, to serve until the next annual election of directors of Parent.
Board of Directors and Officers of Parent. As of the Effective Time, (a) the board of directors of Parent shall consist of eight (8) members as follows: Mxxxxxx Xxxxxxx, Axxxx Xxxxxxx, Sxxxx Xxxxxxx, Cxxxx Xxxxx, Mxxxxxx Xxxx, Jxxx Xxxxx, Pxxxx Xxxxxxxxxx and one (1) independent director designated by AGP and Aegis in accordance with the provisions of the PAA, and (b) Pxxxx Xxxxxxxxxx shall be duly appointed as President and Chief Executive Officer of Parent, Bxx Clamp shall be duly appointed as Chief Operating Officer of Parent and Jxxx Xxxxxxxx shall be duly appointed as Chief Financial Officer of Parent.
