Board of Directors of Buyer. The Board of Directors of Buyer shall be increased to nine members immediately following the date hereof (the "Closing") and shall immediately following the Closing include the following persons serving in the following capacities: Name Position(s) ---- -----------
Board of Directors of Buyer. The board of directors of Buyer shall take all actions necessary to increase the size of the board of directors of Buyer by two directors, and shall appoint two new directors (the “New Buyer Directors”) to serve as directors of Buyer effective immediately after the Effective Time. The New Buyer Directors, both of whom shall be persons who are directors of the Company on the date of this Agreement and immediately prior to the Effective Time, will be identified in writing by the board of directors of the Company prior to the mailing of the Joint Proxy Statement/Prospectus; provided, however, that in the event a New Buyer Director is unable or unavailable to serve as a director of Buyer, the Company shall be entitled to designate another person to serve as director of Buyer so long as such person was a director of the Company on the date of this Agreement, is a director of the Company immediately prior to the Effective Time and is reasonably acceptable to Buyer.
Board of Directors of Buyer. Buyer will consider in good faith, and endorse the election of if qualified, one nominee by Seller to the Buyer's board of directors, to be proposed in accordance with the Articles of Association of Buyer for inclusion as a nominee, at the 2013 annual meeting of the shareholders of Buyer and each following meeting so long as (i) the Buyer Note or Holdback Note remains outstanding or (ii) Seller continues to hold shares of Buyer Preferred Stock or converted shares of common stock of Buyer equal to at least five percent (5%) of the outstanding stock of Buyer on a fully-diluted basis.
Board of Directors of Buyer. The Buyer shall take all action necessary to cause the number of members of the board of directors of the Buyer to be fixed at nine (9), to cause the Persons identified on Section 6.3(i) of the Buyer Disclosure Schedule to be appointed to Buyer Board as directors of the class set forth opposite their respective names on Section 6.3 (i) of the Buyer Disclosure Schedule and obtain the resignations of the directors of Buyer identified on Section 6.3(ii) of the Buyer Disclosure Schedule, in each case effective as of immediately after the Closing.
Board of Directors of Buyer. Prior to the Effective Time, Buyer shall cause, effective immediately following the Effective Time, the number of members of the Board of Directors of Buyer to be fixed at nine (9) and the person identified on Schedule 7.14 to be appointed to the Board of Directors of Buyer. If the person designated to be a director on Schedule 7.14 shall prior to the Effective Time be unable or unwilling to hold office immediately after the Effective Time, the Company and Buyer shall work together in good faith to designate another person acceptable to Buyer as a director in his or her place.
Board of Directors of Buyer. At Closing, the current board of directors of Buyer shall deliver duly adopted resolutions to: (a) set the size of Buyer's board of directors to seven (7) members effective as of the Closing; and (b) elect the following persons to the Buyer's board of directors effective as of the Closing: (i) Lu Pingji, Feng Xiaohong, Du Yaru and Xiao Gexxxxxx, xxxx of whom shall management members of Buyer's board of directors ("Management Members"); (ii) one member designated by KRM Fund, which person shall be an independent director and a financial expert, qualified and available to serve on Buyer's audit and compensation committee, and otherwise acceptable to the Stockholders ("Buyer Designated Member"); and (iii) two other persons, each of whom shall have been or will be selected by the Stockholders and shall be independent directors ("Independent Members"); and (c) accepting the resignations of the current officers and directors of the Buyer effective as of the Closing ("Resolutions"). In the event the Stockholders have not selected the Independent Members prior to or at Closing, the Management Members shall select the Independent Members within thirty (30) days following Closing. In the event KRM Fund fails to designate the Buyer Designated Member prior to or at Closing, KRM Fund shall make such designation within thirty (30) days following Closing. At Closing, the current officers and director of Buyer shall deliver their resignations, as appropriate, as officers and directors of Buyer to be effective upon the Closing (the "Resignations"). On or before the Compliance Date, the Company and Stockholders shall deliver or cause to be delivered to Buyer completed and signed director and officer questionnaires ("Questionnaires") in the English language for each of the Management Members and Independent Members. The foregoing designations of the Management Members and Independent Members (and the officers to be appointed by Buyer following Closing) shall be subject to Buyer's receipt of the completed and signed Questionnaires and a third party investigation reports and background checks, which shall be acceptable to Buyer in its sole reasonable discretion ("D&O Information"). Buyer's board of directors shall at all times satisfy the applicable requirements for board composition and corporate governance under the Sarbanes-Oxley Act of 2002 (the "SXX Xxx"), xxx rules and regulations promulgated by the SEC and other governmental agencies, and the rules of the exchange on wh...
Board of Directors of Buyer. At Closing, the current board of directors of Buyer shall deliver duly adopted resolutions to: (a) set the size of Buyer's board of directors to two (2) members effective as of the Closing; and (b) elect the following persons to the Buyer's board of directors effective as of the Closing: Xxxxxx Xxxxx and Xxx Xxxxxx, and (c) accept the resignations of the current officer and director of the Buyer effective as of the Closing ("Resolutions"). At Closing, Buyer shall cause Buyer’s current officer and director to deliver their resignations, as appropriate, as an officer and a director of Buyer, to be effective upon the Closing (the "Resignations").
Board of Directors of Buyer. The Board of Directors of Buyer will take all actions necessary to cause the Board of Directors of Buyer immediately after the Effective Time to include one member appointed by Seller of a six member Board of Directors of Buyer. In addition, the Board of Directors of Buyer shall appoint one additional independent director reasonably acceptable to Seller who will also qualify for the Audit Committee of the Board of Directors.
Board of Directors of Buyer. Seller shall nomited and elect to Board of Directors of Buyer, three (3) invidiuals of Sellers choosing.
Board of Directors of Buyer. Following the Closing, Seller shall have the right to appoint one (1) director to the Board of Directors of Buyer until the third (3rd) anniversary of the Closing Date. Initially this director will be Fxxxxxx Xxxx.
