Directors of the Company Sample Clauses

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. 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. Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx are the sole members of the Board of Directors of the Company.
Directors of the Company. In accordance with the Charter and the Bylaws, as amended, of the Company (the "Bylaws"), one director of the Company shall be elected by the holders of the Series B Preferred Stock (the "Series B Preferred Director") and all other directors of the Company shall be elected by the holders of the Common Stock and the Preferred Stock voting together as a single class (with each share of Preferred Stock entitled to one vote for each whole share of Common Stock issuable upon conversion into Common Stock). Until this Agreement is terminated as provided herein, the Company and each Series B Preferred Shareholder (for so long as such Series B Preferred Shareholder owns any Equity Securities of the Company) shall take or cause to be taken all reasonably necessary actions within its respective power and authority and in accordance with applicable law (including without limitation the voting of shares of Equity Securities held by such shareholder or the taking of action by written consent with respect to such shares) as may be required to effect the agreements contained in this Section 2.
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. 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. Marine nominees: Pride nominees: --------------- --------------
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. 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. (i) Within five (5) days following the Closing Date, the Board shall appoint Xxxx X. Xxxxxxxx (as the designee of Wynnchurch Capital Partners, L.P.) and Xxxxx X. Xxxxx (as the designee of Wynnchurch Capital Partners Canada, L.P.) to fill each of the vacancies currently on the Board and name one of such persons, as indicated by Purchasers, as a member of the Audit Committee and Compensation Committee of the Board.