Board of Directors of Parent Sample Clauses

Board of Directors of Parent. As of the Effective Time, the board of directors of Parent shall be the Board of Directors in office prior to the Effective Time, plus one (1) designee of the Company. The directors in office shall hold office in accordance with the Certificate of Incorporation and Bylaws of the Parent until his or her respective successor(s) is (are) duly elected or appointed and qualified. The designee of the Company to the Board of Directors of Parent shall not serve after the 1999 Annual Meeting of Stockholders of Parent unless such designee is nominated by the Nominating Committee of the Board of Directors of Parent. The board of directors of the Parent shall elect the officers of the Parent.
Board of Directors of Parent. The number of directors constituting the Board of Directors of Parent as of the Effective Time shall (a) in the event that the maximum number of directors constituting the Board of Directors of Parent is not increased pursuant to Section 2.1(b), be increased from 10 to 12 or (b) in the event that the maximum number of directors constituting the Board of Directors of Parent is increased pursuant to Section 2.1(b), be increased from 10 to 13, and the Board of Directors of the Company in consultation with Parent shall designate the persons to fill the two or three, as applicable, vacancies created by such increase, with such persons being allocated by Parent as nearly as practicable on a proportionate basis to each of the three classes into which the Board of Directors is divided in accordance with Parent's articles of association. Such designations shall be made no later than promptly after the meeting of Parent's shareholders held in accordance with Section 7.4. Prior to the Effective Time, the Board of Directors of Parent shall take such action as may be necessary to cause the Company designees to be elected to the Board of Directors of Parent immediately following the Effective Time.
Board of Directors of Parent. The Board of Directors of Parent will take all actions necessary such that, effective immediately following the Effective Time, (i) one director of the Company prior to the Effective Time who qualifies as an “independentdirector of Parent under the NYSE definition, selected by the Company Board and approved by the Nominating and Corporate Governance Committee of Parent and (ii) the GA Designee (as defined in the Stockholders Agreement, dated as of the date of this Agreement, among Parent and certain affiliates of General Atlantic Partners) shall each become members of the Parent Board. If Parent’s Nominating and Corporate Governance Committee fails to approve a director so selected by the Company Board within five business days of notice thereof, the Company may propose one or more Company Directors who so qualify until one of them is so approved.
Board of Directors of Parent. As of the Effective Time (i) the by-laws of Parent shall be amended to increase the size of the Board of Directors of Parent by two and (ii) Thomas J. Matthews and a person mutually agreed upon by the Company and Parent shall be appointed as Directors of Parent.
Board of Directors of Parent. Upon the consummation of the Offer or as soon as practicable thereafter, Parent shall use its best efforts and take all reasonable steps to cause (a) Bernard L. Schwartz to be appointed a member and Vice Chairman and Frank C. Lanza to be appointed a member, of the Board of Directors of Parent; and (b) the bylaws of Parent to be amended to modify the eligibility requirements of directors to permit Mr. Schwartz to continue to be eligible to serve as a director through 2001, without prejudice or commitment with respect to any further continuation of eligibility thereafter. SECTION 6.16
Board of Directors of Parent. Parent shall take all actions as may be necessary to cause, as of the Effective Time, the Parent Board to be comprised of (a) eight current directors of the Parent Board and (b) four current directors of the Company Board designated by the Company (each a “Company Designee”). At the first annual meeting of Parent following the Closing, Parent shall nominate each of the Company Designees, and use reasonable best efforts to cause each Company Designee, to be reelected to the Parent Board as follows: one Company Designee to be reelected to a term expiring at the second annual meeting following the Closing Date, one director to be reelected to a term expiring at the third annual meeting following the Closing Date and two directors to be reelected to terms expiring at the fourth annual meeting following the Closing Date. If, prior the expiration of the term to which the relevant Company Designee is or was reelected pursuant to the immediately preceding sentence, any Company Designee dies, resigns or is removed from the Company Board, then a successor to such Company Designee shall be chosen by a majority of the other Company Designees (or their successors chosen pursuant to this sentence) then serving on the Parent Board. Subject to compliance with the applicable qualification and independence standards promulgated by the SEC and NYSE, as applicable, at least one Company Designee shall be appointed to each committee of the Parent Board.
Board of Directors of Parent. The Board of Directors of Parent will take all actions necessary such that one member of Company's Board of Directors designated by Company and reasonably acceptable to Parent shall be appointed to Parent's Board of Directors with a term expiring at the next annual meeting of Parent's stockholders and shall include such person in the slate of nominees recommended by Parent's Board of Directors to the stockholders of Parent at such annual meeting.
Board of Directors of Parent. The Parent shall take all action to cause the individuals listed in Schedule 6.18 attached hereto (or, to the extent any such individual is unable or unwilling to serve, such other designee as the Company and the Parent shall jointly select) (the “Company Designees”) to be elected as directors of the Parent.
Board of Directors of Parent. Parent shall cause its Board of Directors to nominate and appoint Executive to fill a vacancy on its Board of directors effective as of the day immediately following the Closing Date, and Executive agrees to serve for the unexpired term of such vacancy.
Board of Directors of Parent. The Parent Board shall take all such action as may be necessary (a) to cause the number of directors comprising the Parent Board as of the Effective Time to be increased by three (3) directors to twelve (12) directors; and (b) to cause three (3) individuals designated by TDCC to be appointed to the Parent Board as of the Effective Time to serve until the next annual election of directors of Parent; provided, that if any of such TDCC designees is unable or unwilling to serve, then TDCC shall select a reasonable replacement for such TDCC designee. In connection with the next annual election of directors of Parent, the Parent Board shall take all such action as may be necessary to include each of the TDCC designees as nominees for the Parent Board recommended by the Parent Board for election by Parent’s stockholders.