Common use of Non-Executive Chairman Clause in Contracts

Non-Executive Chairman. United shall take all necessary action to cause, effective at the Effective Time, Xxxxx X. Xxxxxx to be elected as non-executive Chairman of the United Board unless he is not the Chief Executive Officer of United immediately prior to the Effective Time. If Xx. Xxxxxx is not the Chief Executive Officer of United immediately prior to the Effective Time, then United shall select his replacement, subject to the concurrence of Continental acting in good faith, after receiving the recommendation of the Corporate Governance and Social Responsibility Committee of the Continental Board, which will consider such replacement in good faith, and each of United and Continental shall take all action necessary to cause such replacement to be elected non-executive Chairman of the United Board effective at the Effective Time. Furthermore, if such a replacement occurs, then, where applicable, any references in this Agreement or the United-Continental Bylaws to Xx. Xxxxxx shall instead be to such replacement. On December 31, 2012, or the date that is two years after the Effective Time, whichever is later, Xx. Xxxxxx shall cease to serve as the non-executive Chairman.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Continental Airlines Inc /De/)

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Non-Executive Chairman. United shall take all necessary action to cause, effective at the Effective Time, Xxxxx X. Xxxxxx to xo be elected as non-executive Chairman of the United Board unless he is not the Chief Executive Officer of United immediately prior to the Effective Time. If Xx. Xxxxxx is xs not the Chief Executive Officer of United immediately prior to the Effective Time, then United shall select his replacement, subject to the concurrence of Continental acting in good faith, after receiving the recommendation of the Corporate Governance and Social Responsibility Committee of the Continental Board, which will consider such replacement in good faith, and each of United and Continental shall take all action necessary to cause such replacement to be elected non-executive Chairman of the United Board effective at the Effective Time. Furthermore, if such a replacement occurs, then, where applicable, any references in this Agreement or the United-Continental Bylaws to Xx. Xxxxxx shall xhall instead be to such replacement. On December 31, 2012, or the date that is two years after the Effective Time, whichever is later, Xx. Xxxxxx shall xhall cease to serve as the non-executive Chairman.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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Non-Executive Chairman. United shall take all necessary action to cause, effective at the Effective Time, Xxxxx Gxxxx X. Xxxxxx to be elected as non-executive Chairman of the United Board unless he is not the Chief Executive Officer of United immediately prior to the Effective Time. If XxMx. Xxxxxx is not the Chief Executive Officer of United immediately prior to the Effective Time, then United shall select his replacement, subject to the concurrence of Continental acting in good faith, after receiving the recommendation of the Corporate Governance and Social Responsibility Committee of the Continental Board, which will consider such replacement in good faith, and each of United and Continental shall take all action necessary to cause such replacement to be elected non-executive Chairman of the United Board effective at the Effective Time. Furthermore, if such a replacement occurs, then, where applicable, any references in this Agreement or the United-Continental Bylaws to XxMx. Xxxxxx shall instead be to such replacement. On December 31, 2012, or the date that is two years after the Effective Time, whichever is later, XxMx. Xxxxxx shall cease to serve as the non-executive Chairman.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ual Corp /De/)

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