Electing the Initial Board Sample Clauses

Electing the Initial Board. At or prior to the Effective Time, Chrixxxxxxx xxx Kitty Hawk shall use commercially reasonable efforts to cause (a) Kittx Xxxx'x Xxxaws to be amended on or prior to the Effective Time to provide that the number of directors comprising the full Board of Directors of Kitty Hawk at the Effective Time will be seven (7) and shall be comprised of Chrixxxxxxx xxx two (2) Chrixxxxxxx Xxxignees, Kalitta and two (2) Kalitta Designees and a Joint Designee, and (b) if such persons (other than existing members of the Board of Directors and Kalitta, who shall be deemed to so consent by his execution of this Agreement) have consented in writing to serve as members of the Board of Directors and to being named as a director in the SEC Filings and any other filings to be made with the SEC, the persons named in Exhibit 5.5.1 to be elected to the Board of Directors at the Effective Time to serve in the classes as indicated in Exhibit 5.5.1 and (c) the Bylaws of Kitty Hawk to be amended on or prior to the Effective Time to provide that the Bylaw provisions concerning the number and classification of directors may be amended or repealed prior to the end of the 36-month period commencing with the Effective Time only by the affirmative vote of 70% of the members of the entire Board of Directors or the holders of 75% of the outstanding Kitty Hawk Common Stock. If prior to the Effective Time, any of the persons named in Exhibit 5.5.1 declines or is unable to serve as a director of Kitty Hawk, his substitute shall be chosen before the Effective Time using the procedure set forth in Sections 5.5.2 and Section 5.5.3, with Chrixxxxxxx xxx Kalitta acting as the Joint Nominating Committee, if applicable.
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Related to Electing the Initial Board

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions Precedent to the Closing 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

  • Conditions Precedent to the Right of the Company to Deliver an Advance Put Notice or a Put Notice and the Obligation of the Investor to Purchase Put Shares. The right of the Company to deliver an Advance Put Notice or a Put Notice and the obligation of the Investor hereunder to acquire and pay for the Put Shares incident to a Closing is subject to the satisfaction, on (i) the date of delivery of such Advance Put Notice or Put Notice and (ii) the applicable Put Closing Date, of each of the following conditions:

  • Conditions Precedent to the Initial Advance The obligations of the Banks hereunder and the obligation of each Bank to make the Initial Advance are subject to the condition precedent that Administrative Agent shall have received and approved on or before the Closing Date (other than with respect to paragraph (10) below which shall be required prior to the Initial Advance) each of the following documents, and each of the following requirements shall have been fulfilled:

  • Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

  • Meeting to Consider Amendments ExchangeCo, at the request of Parent, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval pursuant to Section 4.4 hereof. Any such meeting or meetings shall be called and held in accordance with the bylaws of ExchangeCo, the Share Provisions and all applicable laws.

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

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