Buyer's Board of Directors. At the next meeting of the Board of Directors of Buyer, Buyer shall take or initiate such actions as are necessary to elect to the Buyer Board of Directors one person to be designated by Seller. Seller's designee, or his successor(s), shall be entitled to be re-nominated for reelection to the Buyer Board of Directors for as long as Seller and its Affiliates collectively hold at least 300,000 shares of HTCC Common Stock.
Buyer's Board of Directors. Buyer and Players shall use their reasonable efforts to agree on two individuals to be appointed as additional directors to serve on Buyer's Board of Directors commencing the Effective Time. If, prior to the Effective Time, the CRC Transaction has not closed, Players and Buyer shall agree on a third additional director to serve on the Buyer's Board of Directors in the event the CRC Transaction ultimately fails to close.
Buyer's Board of Directors. (a) Buyer agrees that it shall take all actions necessary and appropriate to increase its board of directors from five (5) to seven (7) members immediately prior to the Closing Date. The two (2) additional members shall include (i) Mr. David Feng Yu, who shall become co-chairman of the board of directors of Bxxxx xxd (ii) a director who will be nominated by Mr. David Feng Yu, subject to the approval of Buyer's board of directors and txx xxxxs of Buyer's Memorandum and Articles of Association, and will qualify as an independent director for the purposes of complying with NASDAQ listing standards and Sarbanes-Oxley Act requirements, so that a majority of the members ox Xxxxx'x xxxxd of directors continues to be independent. Subsequent to the Closing Date, Mr. David Feng Yu shall have the right to nominate a director to replace him ax x xxxector of Buyer as long as he owns not less than 2% of Buyer's outstanding ordinary shares during his first term prior to the first annual general shareholders' meeting of Buyer subsequent to the Closing Date and during the first three-year term subsequent to such annual general shareholders' meeting. Mr. David Feng Yu shall also have the right to nominate a director to replace xxx xxxector nominated by him under clause (ii) above as a director of Buyer as long as the Selling Shareholders collectively own not less than 5% of Buyer's outstanding ordinary shares during Mr. David Feng Yu's first term prior to the first annual general shareholders' xxxxxxx of Buyer subsequent to the Closing Date and during the first three-year term subsequent to such annual general shareholders' meeting. At the first annual general shareholders' meeting of Buyer subsequent to the Closing Date, Buyer and the board of directors of Buyer shall include David Feng Yu and the director candidate nominated by David Feng Yu xx xxe xxxxx of directors proposed, recommended or nomxxxxxd xxx xxection by Buyer for such meeting, will recommend and use all reasonable efforts to solicit proxies for such nominees for director from all holders of voting stock entitled to vote thereon, and will include David Feng Yu and such other director candidate in Buyer's directors' xxx xxxxxxxs' insurance policy.
Buyer's Board of Directors. Prior to Closing, Buyer shall take all necessary action to cause one of the individuals listed on Schedule 4.6 ( a “Parent Nominee”) to be appointed to the Buyer’s board of directors effective as of Closing, as a member of the class of directors whose term will expire at the annual meeting of stockholders to be held in 2008.
Buyer's Board of Directors. As of the First Closing Date Mr. Yising Chan shall have the right to appoint one observer (which may be himself) to Buyer’s board of directors, provided that such appointee shall have no voting rights with respect to matters subject to board approval, and provided further that such observer appointed by Mr. Yising Chan may be removed as an observer upon the Third Closing.
Buyer's Board of Directors. On or promptly after the Closing Date, the Buyer Parent, in the Buyer Parent’s capacity as the sole member of the Buyer, shall elect each of Xxxx and Xxxxxx to serve as a director of the Buyer; provided, that, pursuant to the terms and conditions of the Xxxx Employment Agreement or the Xxxxxx Employment Agreement, as the case may be, each of Xxxx and Xxxxxx shall covenant and agree to resign as a member of the Board of Directors of the Buyer upon the termination, for whatever reason, of such individual’s employment with the Buyer Parent or the Buyer, as the case may be, such resignation to be effective as the effective date of such termination.
Buyer's Board of Directors. Buyer shall, at the next meeting of Buyer shareholders and in accordance with Buyer’s bylaws, nominate Xxxx Xxxxxxx to the Buyer’s Board of Directors for election by the Buyer’s shareholders;
Buyer's Board of Directors. Prior to Closing, Buyer shall take all necessary action to cause the number of members of the Buyer's board of directors to be fixed at eight and to cause James G. Berges, or upon his inability or refusal to serve, another indixxxxxx xxxxxxxx by Emerson and reasonably acceptable to Buyer, to be appointed to the Buyer'x xxxxd of directors effective as of Closing, as a member of the class of directors whose term will expire at the annual meeting of stockholders to be held in 2004.
Buyer's Board of Directors has unanimously approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), which approval satisfies in full any applicable requirements of the Delaware General Corporation Law.
Buyer's Board of Directors. Xxxxx Xx Park shall have been duly elected, effective as of the Closing, to serve as a director of the Buyer pursuant to the provisions of the Buyers' Stockholders Agreement;
