Certain Governance Matters Sample Clauses

Certain Governance Matters. The Company covenants and agrees that it shall not take, and it shall not permit any Subsidiary to take, any of the following actions without a Special Board Approval, and each of the Stockholders shall not cause or permit the Company, or any Subsidiary, to take any of the following actions without such approval: (a) (i) authorize, issue or sell any Parity Securities or Senior Securities (each as defined in the Certificate of Designations), (ii) other than in connection with Stock Options granted under the Stock Option Plan (and the shares of Common Stock issuable upon exercise of the Stock Options granted thereunder) or upon the conversion of the shares of Preferred Stock into Common Stock, issue or sell any Junior Securities (as defined in the Certificate of Designations), or rights to purchase Junior Securities, that, in the aggregate, would constitute five percent (5%) or more of the Outstanding Equity Securities outstanding on the date of this Agreement, or (iii) grant any Stock Options in excess of the number of Stock Options reserved for grant under the Stock Option Plan (as such number may be adjusted for stock splits, stock distributions and the like); (b) refinance or amend any existing indebtedness with a principal amount in excess of $10,000,000, other than to fund a repurchase of Preferred Stock or Common Stock and transaction expenses in accordance with Section 4.4(c), 4.5(a) or 4.7 hereof or to fund a redemption of the Preferred Stock pursuant to a "Put Offer" pursuant to the Certificate of Designations; (c) incur any indebtedness, other than (i) indebtedness for working capital, in an aggregate principal amount of $10,000,000 or less outstanding at any time, (ii) to finance Permitted Acquisitions, (iii) term and revolving indebtedness and letters of credit under the New Bank Facility, (iv) intercompany indebtedness, (v) hedging obligations solely for the purpose of fixing or hedging interest rate, currency rate or commodity price risk, (vi) indebtedness incurred to fund a repurchase of Preferred Stock or Common Stock and transaction expenses in accordance with Section 4.4(c), 4.5(a) or 4.7 hereof or to fund a redemption of the Preferred Stock pursuant to a "Put Offer" pursuant to the Certificate of Designations, (vii) a guarantee of any indebtedness permitted hereby, (viii) indebtedness under the Dividend Promissory Notes as defined in, and on the terms described in, the Stock Purchase Agreement, or (ix) as permitted by Section 4.3(b); (d) ...

Certain Governance Matters. 32 ARTICLE VIII EXCHANGE OF INFORMATION; CONFIDENTIALITY...........................................................32 7.01. Agreement for Exchange of Information; Archives..................................................32 7.02.

Certain Governance Matters. (a) Prior to the Closing Date, Parent shall take all necessary actions to cause ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and one director of the Company who is selected by the Company and reasonably acceptable to Parent (the “Company Designees”) to be appointed to the board of directors of Parent (the “Parent Board”) immediately following the Effective Time. The Company Designees shall meet the criteria for service on the Parent Board under Applicable Law and NYSE rules and the Corporate Governance Guidelines and any other criteria established by the Parent Board or the Nominating and Governance Committee of the Parent Board for such service that are generally applicable to members of the Parent Board (except that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ need not be an independent director on the Parent Board). (b) During the period beginning on the Closing Date and ending on the two (2) year anniversary of the Closing Date, (A) the Surviving Corporation’s headquarters will be located at the Company’s existing headquarters in Irving, Texas, and (B) the Surviving Corporation shall maintain an office in Midland, Texas that is comparable to the Company’s existing office in Midland, Texas. In addition, reference is made to Section 8.12(b) of the Company Disclosure Schedule. (c) Effective as of the Effective Time, Parent shall appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Company’s lead representative on the integration and transition team established and maintained by Parent.

Certain Governance Matters. Subject to licensing and regulatory restrictions, the Board of Directors of PHCR upon consummation of the Merger (the "PHCR Board") shall include ▇.

Certain Governance Matters. Section 2.1 Acquirer Board of Directors..........................................6 Section 2.2

Certain Governance Matters. SECTION 2.01. Acquiror Name.............................................10 SECTION 2.02. Acquiror Board of Directors...............................10 SECTION 2.03. Transition Committee......................................11 SECTION 2.04. Certificate of Incorporation of the Surviving Corporation...................................11 SECTION 2.05. By-laws of the Surviving Corporation......................11 SECTION 2.06. Directors and Officers of the Surviving Corporation...................................11

Certain Governance Matters. Section 2.1 Name and Trading Symbol 4 Section 2.2 Additional Governance Matters 4 Section 2.3 Organizational Documents; Subsidiary Arrangements 5

Certain Governance Matters. (a) The Parties shall use commercially reasonable efforts to cause the name of Transferee Parent to be changed to “IRG Realty Trust, Inc.” effective as of the Closing Date, including reflecting such change in the Transferee Parent A&R Charter. (b) Following the Closing Date, Transferee Parent shall have its headquarters in Richfield, Ohio, or such other location as may be mutually agreed by Transferor and Transferee Parent. (c) Effective as of the Closing Date, the Transferee Parent Board shall consist of a total of seven (7) directors, consisting of: (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (who shall serve as Chairman of the Transferee Parent Board); (ii) ▇▇▇▇ ▇▇▇▇▇▇▇; (iii) one (1) director, designated by Transferee Parent, who shall qualify as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC (including the additional independence requirements applicable to audit committee and compensation committee members); (iv) three (3) directors designated by Transferor prior to the Closing Date, each of whom shall be a member of the Transferee Parent Board as of immediately prior to the Closing Date and shall qualify as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC (including the additional independence requirements applicable to audit committee and compensation committee members); and (v) one (1) director designated by Transferor prior to the Closing Date who shall not be required to qualify as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC.

Certain Governance Matters. Section 2.1 Certificate of Incorporation of the Surviving Corporation. --------------------------------------------------------- The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.