Officers and Board of Directors Sample Clauses

Officers and Board of Directors. (a) From and after the Effective Time, the officers of the Acquisition Sub at the Effective Time shall be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with applicable law.
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Officers and Board of Directors. The number of directors constituting the entire Board shall have been fixed at no more than three. Each of the existing officers and directors of the Company and the existing officers and directors of its Subsidiaries shall have executed and delivered a Resignation (as defined herein) to the Company.
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Officers and Board of Directors. The directors of Acquisition on the Effective Date shall become the directors of the Surviving Corporation until their respective successors are duly elected and qualified. The officers of the Company on the Effective Date shall continue as the officers of the Surviving Corporation, to serve in accordance with the ByLaws thereof until their respective successors are duly elected and qualified.
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Officers and Board of Directors. Corporate Headquarters. At the Effective Time, Parent shall cause to be taken all actions necessary to elect Xxxxx Xxxxxxxxx, Chief Executive Officer, Xxxx Xxxxx, Chief Technology Officer, and appoint Xxxx Xxxxxx, non-executive Chairman of the Board. The Board of Directors of Parent shall consist of three (3) members selected by Parent, one (1) of whom shall be Xxxx Xxxxxx (together, the "Parent Directors"), three (3) members selected by Company, who shall be Xxxxx Xxxxxxxxx , Xxxxx Xxxxxx and Xxx Xxxxxxxx (together, the "Company Directors"), and one (1) member selected mutually by Parent and the Company who shall not otherwise be affiliated with either Parent or the Company. Parent shall select the unaffiliated Director subject to Company's approval; provided if such Director shall not have been identified by the Effective Time then such Director shall be selected thereafter by the majority of such newly constituted Board of Directors of Parent. The Parent Directors and Company Directors shall be evenly distributed among the three classes of directors of Parent's Board of Directors as provided in its Bylaws and Certificate of Incorporation in effect on the date hereof, and all non-employee members shall from and after the Effective Time be entitled to receive the same compensation and participate in the same compensation plans. To the extent Parent maintains any committees of its Board of Directors, at least one Company Director shall be appointed thereto. At the Effective Time, the Board of Directors and the officers of the Surviving Corporation shall be as follows: Board of Directors - Xxxx Xxxxxx, Xxxxx Xxxxxxxxx and a third director to be designated by Parent; Chief Executive Officer - Xxxxx Xxxxxxxxx, Chief Operating Officer - Xxxxx Xxxxxxxxxxx and Chief Technology Officer - Xxxx Xxxxx. After the Effective Time, the corporate headquarters of Parent and the Surviving Corporation shall be located in Cupertino, California.
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Officers and Board of Directors. The Board of Directors of the Surviving Corporation shall consist of two directors to be designated by Parent, who shall serve until their respective successors are duly elected and qualified. The officers of the Company immediately prior to the Effective Date shall be the officers of the Surviving Corporation until their respective successors are duly elected and qualified.
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Officers and Board of Directors. (a) To the extent then known and determined, the identities of the members of the New Board, as applicable, and to the extent applicable, the officers of each Reorganized Debtor, shall be disclosed at or prior to the Combined Hearing in accordance with section 1129(a)(5) of the Bankruptcy Code.
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Officers and Board of Directors. At the Effective Time, Nick Xxxxxxxx, Xxaix X. Xxxxx, Xxchxxx Xxxxxx, Xxchxxx X. Xxxxxx, Xxmax Xxxxxx, Xxy X. Xxxx, Xxhn X. Xxxxxx, Xxnnxx X.
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Officers and Board of Directors. The Officers and members of the Board of Directors of NEE shall resign their office and/or directorships effective as of the Closing.
Sample 1

Related to Officers and Board of Directors

  • The Board of Directors AGREES TO—

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Directors and Officers (a) The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party that is a covered investment appoint to senior management positions natural persons of any particular nationality.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

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