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. (a) Promptly upon the purchase of and payment for Shares by the Purchaser or any of its affiliates pursuant to the Offer, DCNA shall be entitled to designate such additional 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 to be designated by DCNA 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 increase the size of its Board of Directors or exercise its best efforts to secure the resignations of such number of directors, or both, as is necessary to enable DCNA'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 DCNA's designees to be so elected. At such time, the Company shall, if requested by DCNA, also cause directors designated by DCNA 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 are purchased pursuant to the Offer, there shall be until the Effective Time at least two members of the Company's Board of Directors who are directors on the date hereof and are members of the Special Committee.
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. (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. 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. 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. 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. 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.
