Directors of the Company. Promptly upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary 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 will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (a) the number of directors on the Board of Directors of the Company and (b) the percentage that such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger Subsidiary's designees to be so elected by its existing Board of Directors. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors wh...
Directors of the Company. (a) Promptly upon the purchase of and payment for Shares by the Purchaser or any of its affiliates pursuant to the Offer, 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 so purchased and paid for bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Purchaser, promptly exercise its best efforts to secure the resignations of such number of directors 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 and the Board of Directors of each of the Company's Subsidiaries. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, there shall be until the Effective Time at least three members of the Company's Board of Directors who are directors on the date hereof and are not employees of the Company.
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. (a) Provided that the Minimum Condition is satisfied, promptly after the Acceptance Time, Parent shall be entitled to designate up to such number of directors (rounded up to the next whole number) on the Company Board equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3(a)); and (ii) a fraction, the numerator of which is the number of Shares held by Parent and Purchaser (giving effect to Shares paid for pursuant to the Offer and, if the Top-Up Option is exercised, the number of shares of Company Common Stock purchased upon exercise thereof), and the denominator of which is the total number of then outstanding Shares (not determined on a Fully Diluted Basis). In furtherance thereof, the Company and the Company Board shall, after the purchase of and payment for Shares by Purchaser pursuant to the Offer, upon request of Purchaser, promptly increase the size of the Company Board or seek and accept, or use reasonable best efforts to otherwise secure, the resignations of such number of directors as is necessary to enable Parent’s designees to be so elected to the Company Board, and shall cause Parent’s designees to be so elected. In addition, subject to applicable Law, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) of each committee of the Company Board as the percentage represented by such individuals on the Company Board as a whole.
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. 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. 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. This Letter Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflicts of law principles thereof. Each Party represents to each other Party that this Letter Agreement has been duly executed and delivered by such Party and, assuming the due execution and delivery thereof by each other Party, is a legal, valid and binding obligation of such Party, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity. This Letter Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. If the foregoing is in accordance with your understanding please indicate your agreement by signing below, at which time this Letter Agreement will constitute a binding agreement among us. Very truly yours, MARINER ENERGY, INC. By: /s/ Rxxx X. Xxxxxx Name: Rxxx X. Xxxxxx Title: Vice President and Chief Financial Officer MEI SUB, INC. By: /s/ Rxxx X. Xxxxxx Name: Rxxx X. Xxxxxx Title: Vice President and Chief Financial Officer Accepted and Agreed as of the date first above written: FOREST OIL CORPORATION By: /s/ Dxxxx X. Xxxxx Name: Dxxxx X. Xxxxx Title: Executive Vice President & CFO FOREST ENERGY RESOURCES, INC. By: /s/ Cyrus D. Xxxxxx XX Name: Cyrus D. Xxxxxx XX Title: Vice President & Secretary
Directors of the Company. (a) Effective on the Acceptance Time and from time to time thereafter, Parent shall be entitled to designate up to such number of directors (rounded up to the next whole number) on the Company Board equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3(a)); and (ii) a fraction, the numerator of which is the number of Shares owned by Purchaser and Parent (giving effect to Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Shares. In furtherance thereof, the Company and the Company Board shall, after the purchase of and payment for Shares by Purchaser pursuant to the Offer, promptly increase the size of the Company Board or secure the resignations of such number of directors as is necessary to enable Parent’s designees to be so elected to the Company Board, and shall cause Parent’s designees to be so elected. In addition, subject to applicable Law, the Company shall cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) of each committee of the Company Board as the percentage represented by such individuals on the Company Board as a whole.
Directors of the Company. Marine nominees: Pride nominees: --------------- --------------
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 the office of a director of the Surviving Corporation in accordance with the provisions of Delaware Law and the certificate of incorporation and bylaws of the Interim Surviving Corporation until their successors are duly elected and qualified.
