Directors of the Company. (a) Upon the Acceptance Date, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of shares of Company Common Stock purchased and paid for by Parent or Merger Sub pursuant to the Offer, plus any shares beneficially owned by Parent or its affiliates on the date of such purchase and payment, bears to the total number of shares of Company Common Stock then outstanding. On the expiration of any subsequent offering period (as provided by Rule 14d-11 under the Exchange Act), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this and the immediately preceding sentence) by the percentage that the number of shares of Company Common Stock purchased and paid for by Parent or Merger Sub pursuant to the Offer (including, but not limited to, the number of shares purchased in any subsequent offering period), plus any shares beneficially owned by Parent or its Affiliates on the date of such purchase and payment in the subsequent offering period, bears to the total number of shares of Company Common Stock then outstanding. In furtherance of the rights and obligations set forth in the immediately foregoing two sentences, the Company shall, upon request of Parent, promptly increase the size of its Board of Directors, or it shall secure the resignations of such number of directors, or both, as is necessary to enable Parent's designees to be so elected to the Company's Board and, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, shall cause Parent's designees to be so elected. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, if shares of Company Common Stock are purchased pursuant to the Offer, there shall be until the Effective Time at least two me...
Directors of the Company. Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx are the sole members of the Board of Directors of the Company.
Directors of the Company. The Company will use its best efforts to facilitate the election to the Board, effective as of the purchase of (i) at least a majority of the issued and outstanding Shares and, (ii) subject to the conditions of the Offer, all Shares tendered pursuant to the Offer, of Andrew H. Meyers and, at Purchxxxx'x xxxxxx, four additional persons designated by Purchaser subject to the reasonable approval by the Board of each designee. Further, the Company will use its best efforts to facilitate the resignation, effective as of the purchase of (i) at least a majority of the issued and outstanding Shares and, (ii) subject to the conditions of the Offer, all Shares tendered pursuant to the Offer, of Kenneth Granat, Thomas Althxxx xxx Xxxxxen Xxxxx xxxx xxx Board. Xxxx xxx xxxchase of Shares pursuant to the Offer, the Company, if so requested by Purchaser, will use reasonable efforts to facilitate the appointment of such persons designated by Purchaser necessary to constitute the same proportionate representation of each committee of the Board, each board of directors of each Subsidiary and each committee of each such board (in each case to the extent of the Company's ability to elect such persons) as Purchaser's representatives constitute of the Board. The Company's obligations to facilitate the appointment of designees of Purchaser to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section and shall include in the Schedule 14D-9, or in a separate Rule 14f-1 information statement provided to stockholders, such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Article. Purchaser will supply to the Company and will be solely responsible for any information with respect to Purchaser and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.
Directors of the Company. The duties to be performed under this Agreement shall be performed primarily at the offices of the Company in Dallas, Texas, subject to reasonable travel requirements on behalf of the Company.
Directors of the Company. Marine nominees: Pride nominees: --------------- --------------
Directors of the Company. For one year after the Closing Date, the Company will use its best efforts to cause and maintain the election to the Board of Directors of four nominees of Buyer reasonably satisfactory to the Company (the "Buyer Nominees") and provide that the Board of Directors will consist of no more than eight members. If a board vacancy occurs during such period as a result of resignation, death, removal or otherwise, each of the Company and Buyer agree to use their best efforts to cause the directors they have respectively nominated for election to the Board to vote for the election of a director to fill such vacancy who is nominated by the Buyer Nominees, if the director who has created the vacancy was a Buyer Nominee, or of a director to fill such vacancy who is nominated by the Company, if the director who has created the vacancy was not a Buyer Nominee. Buyer will identify to the Company its Buyer Nominees, and each of Buyer and the Company will identify to the other any nominee to fill a vacancy, at least 14 days prior to the nominee's expected election to the Board.
Directors of the Company. At the Effective Time the Board of Directors of the Company shall be increased to six (6) directors, five of whom shall be the directors of the Company immediately prior to the Effective Time, and one of whom shall be mutually agreed by Forest and the Company prior to the Effective Time. On or prior to March 31, 2006, the Board of Directors of the Company shall be increased to seven (7) directors, and an additional director mutually agreed by Forest and the Company shall be added to the Board of Directors.
Directors of the Company. The Company acknowledges that promptly following the time (the "Change in Control Time") at which Offeror takes up for purchase such number of Common Shares as represents at least a majority of the then outstanding Common Shares on a fully-diluted basis and from time to time thereafter, Offeror shall be entitled to designate such number of members of the Board of Directors, and any committees thereof, as is proportionate to the percentage of the outstanding Common Shares beneficially owned from time to time by Xxxxxx (the "Xxxxxx Percentage") and the Company shall not frustrate Offeror’s attempts to do so and covenants to fully co-operate with Xxxxxx, subject to all applicable Laws, to enable Xxxxxx’x designees to be elected or appointed to the Board of Directors, and any committee thereof, and to constitute the Xxxxxx Percentage of the Board of Directors, including, at the request of Xxxxxx, by its best efforts to increase the size of the Board of Directors and to secure the resignations of such directors as Xxxxxx may request. For certainty, upon the Offeror purchasing that number of Common Shares that represents greater than 50% of the then outstanding Common Shares, on a fully diluted basis, it shall be entitled to designate more than 50% of the members of the Board of Directors.
Directors of the Company. Unless otherwise determined by Parent prior to the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold office until their successors are duly elected and qualified.
Directors of the Company. The Company acknowledges and agrees that, promptly following the time (the “Change in Control Time”) at which the Offeror takes up such number of Shares which, together with the Shares held by or on behalf of the Offeror and the Offeror Affiliates, as represents at least a majority of the then outstanding Shares and from time to time thereafter, the Offeror shall be entitled to designate (i) such number of members of the Board of Directors, and the committees thereof (in each case, rounded up to the next whole number of members), as is proportionate to (and not less than) the percentage of the outstanding Shares beneficially owned from time to time by the Offeror and the Offeror Affiliates (the “Offeror Percentage”), or (ii) following the purchase by the Offeror of such number of Shares which, together with the Shares held by or on behalf of the Offeror and the Offeror Affiliates, represents at least 66 2/3% of the outstanding Shares, all of the members of the Board of Directors, and the committees thereof, and in each case, the Company shall not frustrate the attempts by the Offeror to do so. The Company agrees to co-operate with the Offeror, subject to applicable Laws, to enable the designees of the Offeror to be elected or appointed to the Board of Directors and to constitute the Offeror Percentage, or all, of the Board of Directors, as applicable, including at the request of the Offeror by using its reasonable efforts to increase the size of the Board of Directors and/or secure the resignations of such directors as the Offeror may request for the designees of the Offeror to be elected or appointed to the Board of Directors.