Certain Governance Matters. (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx
Certain Governance Matters. (a) Teledyne Technologies and ATI intend that until the third annual meeting of stockholders of Teledyne Technologies held following the Distribution Date, at least a majority of the members of the Board of Directors of Teledyne Technologies will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Teledyne Technologies and the respective initial Classes of the Board in which they will serve are as follows:
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 Xxxxx X. Xxxxxxxxx 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 Xxxxx X. Xxxxxxxxx need not be an independent director on the Parent Board).
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 Acquirer Board of Directors..........................................6 Section 2.2
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 X. X. Xxxxxxx, Chairman of the PHCR Board, and Xxxx Xxxxxx as well as Xxxxxx X. Xxxxxxx, Xx. and other nominees determined by Colony (the "Colony Nominees"), provided that if affiliates of Colony designated for the board of directors (other than employees of PHCR and its subsidiaries) would cease to constitute a majority of the board, Messrs. Xxxxxxx and Xxxxxx shall resign from the Board (and any committee thereof) and become non-voting observers until such time as Colony may legally appoint additional Board members under applicable law; provided further that prior thereto, PHCR will take such action as is reasonably necessary to avoid triggering the end of deferral under the Deferred Compensation Agreements between PHCR and Xx. Xxxxxxx and Xx. Xxxxxx, respectively. Xx. Xxxxxxx shall be a member of, and Xx. Xxxxxxx shall be designated as the chairman of, the Executive Committee of the PHCR Board. The PHCR Board shall delegate to the Executive Committee (to the extent permitted under applicable law) substantially all of its powers to govern the business and affairs of the Company. Affiliates of Colony designated for the board of directors (other than PHCR and its subsidiaries) shall also constitute a majority of the compensation committee of the board, if any. Unless otherwise determined by the Colony Nominees, members of the PHCR Board shall not be entitled to any compensation for services as members of the PHCR Board.
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:
Certain Governance Matters. 37 SECTION 4.4
Certain Governance Matters. Notwithstanding anything contained in these By-Laws to the contrary, during the period beginning at the Effective Time (as defined below) and ending on the three-year anniversary of the Effective Time, in the event of any conflict between the terms of this Article V and the terms contained elsewhere in these By-Laws, the terms of this Article V shall prevail.
