Board of Directors of Company. Pursuant to Article Fifth, Section 6, of Company's Restated Certificate of Incorporation, as such Section may hereafter be amended (the "Certificate"), the Stockholders have the right to elect certain members of Company's Board of Directors (the "Board"). In accordance with the Certificate, the Stockholders agree:
Board of Directors of Company. At the Closing, two new members may be added to the Board of Directors of the Company upon the request of the Purchaser, and the third member of the Company's Board will be Xxxxxx X. Xxxxx. Any other Board members will resign at the Closing if requested by Xx. Xxxxx. Xx. Xxxxx will also continue to serve as the Company's Chief Executive Officer after the Closing on an "at-will" basis. The Company covenants to cooperate to facilitate the appointment of said Board members, and the formation of an Audit Committee.
Board of Directors of Company. 9.1 NUVERA and AL will exercise their respective voting rights in NEWCO and take such other steps as are necessary to ensure that the participation of AL and NUVERA in NEWCO be reflected at the Board of Directors level and the Management Committee (if any): . during Phase 1, the Board of Directors consists of four (4) members; during Phase 2, the Board of Directors consists of five (5) members; . of such four members of the Board during Phase 1, two (2) shall be selected and nominated by AL and two (2) shall be selected end nominated by NUVERA; of such five members of the Board during Phase 2, three (3) shall be selected and nominated by AL and two (2) shall be selected and nominated by NUVERA; . NUVERA and AL shall each vote their respective shares in NEWCO to procure the nomination and election of the members of the Board nominated by the other Party; . the initial nominees of NUVERA to the Board shall be X. XXXXXXX and X. XXXXX or his designee; . the initial nominees of AL to the Board shall be M. MOULINEY and P. SANGLAN; . during the term of this Agreement, and unless otherwise agreed upon between the Parties, the office of Chairman and CEO (counted within the 2 or 3 Directors nominated by AL) shall be held by a representative of AL approved by NUVERA, which approval shall not be unreasonably withheld; . if either Party wishes to change or dismiss its nominated Directors with or without cause, the other Party will vote accordingly; provided, however, that if such change or dismissal is without cause, the Party proposing it shall indemnify and hold NEWCO and the other Party harmless from any and all damages and other expenses that may arise from such action; and . the Directors shall each be elected and renewable for terms of three years.
Board of Directors of Company. The Company agrees that from the date of this Agreement through the Effective Time, it will take all necessary action (including, without limitation, the calling of a meeting of the stockholders of the Company and amending its Articles of Incorporation or Bylaws) to ensure that the Board of Directors of the Company shall consist of five (5) members. Parent shall have the right to appoint three (3) nominees and the Company Designee shall have the right to appoint two (2) nominees.
Board of Directors of Company. For thirty (30) days following Closing, if so requested by Purchaser, Xxxxx shall remain a director of the Company, during which time he may abstain from voting on any matters that come before the Board of Directors, and the Company shall pay a director’s fee to Xxxxx at Closing in the amount of Two Thousand Five Hundred Dollars ($2,500.00). Purchaser shall indemnify Xxxxx and hold him harmless from and against the entirety of any Adverse Consequences (as defined above) Xxxxx may suffer resulting from, arising out of or relating to any claim against Xxxxx in his capacity as a director of the Company following Closing and during the 30-day period following Closing during which he will serve as a director of the Company. Purchaser, its successors-in-interest, affiliates and assigns, hereby, jointly and severally, fully releases, discharges and acquits Xxxxx and his attorneys, employees, affiliated corporations and entities, and each of their respective successors and assigns from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands of any kind or nature whatsoever, at law, admiralty or in equity which such Purchaser ever had, now have or hereafter can, shall or may have, which are or may be based upon any facts, acts, conduct, representations, omissions, contracts, claims, events, causes, matters or things of any kind or character, whatsoever, existing or occurring at any time during the period following Closing that Xxxxx serves as a director of the Company.
Board of Directors of Company after consultation with and based upon the advice of independent legal counsel, determines in good faith that the failure to take such action would constitute a breach by the Board of Directors of Company of its fiduciary duties to Company's stockholders under applicable law and (ii) prior to furnishing any non-public information to such person, Company receives from such person an executed confidentiality agreement with provisions no less favorable to Company than the letter agreement relating to the furnishing of confidential information of Company to Parent referred to in the last sentence of Section 6.2. Company shall promptly (and, in any event within 24 hours) notify Parent after receipt of any Acquisition Proposal or any request for information relating to Company or any of its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries by any person who has informed Company that such person is considering making, or has made, an Acquisition Proposal (which notice shall identify the person making, or considering making, such Acquisition Proposal and shall set forth the material terms of any Acquisition Proposal received), and Company shall keep Parent informed in reasonable detail of the terms, status and other pertinent details of any such Acquisition Proposal.
Board of Directors of Company. The parties shall ensure that for the Earn-Out Period, the board of directors of the Company (the “Board”) shall be made up of five directors, one of which shall be Xx. Xxxxxxx Xxxxxxx and another individual nominated by the Vendor and three shall be nominated by the Purchaser. The Purchaser shall be entitled to change its nominated directors from time to time without the approval of the Vendor.
Board of Directors of Company. Semotus shall have increased the Board of Directors of the Company from 3 to 5, and shall have appointed Xxx Xxxxxxxx and Xxxx Xxx as directors of the Company, effective as and from the Closing Date.
