Parent Board. Section 3.3(a) ............31
Parent Board. The parties hereto shall take all necessary actions such that, at the Effective Time, the Parent Board shall be comprised of nine directors, consisting of two directors designated by the Company (each, a “Company Designee”), and reasonably acceptable to Parent, from among the directors serving on the Company Board as of immediately prior to the Effective Time, each of whom must qualify as an “independent director” under applicable Nasdaq rules and regulations. Each Company Designee shall hold office until the earliest to occur of the appointment or election and qualification of his or her respective successor or his or her death, resignation, disqualification or proper removal as a member of the Parent Board. In the event that prior to the Effective Time any Company Designee is unwilling or unable to serve on the Parent Board, the Company shall select a replacement for such individual to serve in such person’s place. Parent agrees to nominate the Company Designees appointed to the Parent Board pursuant to this Section 1.7 for reelection at Parent’s first annual stockholders’ meeting that occurs after the Closing.
Parent Board. Parent shall use its commercially reasonable efforts (including submitting to its shareholders at the Parent Shareholders Meeting a proposal to amend Parent’s Bye-Laws) to increase the number of members of the Parent Board to thirteen (13) effective immediately after the Effective Time; provided that the failure of Parent to increase the number of members of the Parent Board to thirteen (13) shall not result in a failure of a condition to Closing. Parent shall take all actions necessary so that immediately after the Effective Time the Parent Board shall be comprised of (x) four (4) members of the Parent Board as constituted on the date of this Agreement designated by Parent and reasonably acceptable to the Company and (y) nine (9) members of the Company Board as constituted on the date of this Agreement designated by the Company and reasonably acceptable to Parent, in each case to serve from and after the Effective Time until a successor is duly elected and qualified; provided, that in the event of the failure of Parent to increase the number of members of the Parent Board to thirteen (13), the number of designees of Parent pursuant to clause (x) shall be three (3). Parent and the Company agree that they shall take all actions necessary so that any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 will become fully vested in all outstanding stock options and restricted shares held by such member upon termination from the Parent Board. In addition, the Company and Parent agree that the Parent Board shall give its consent that the resignation of any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 be treated as a “retirement” for purposes of those options granted under the Parent Director Stock Plan held by such member that have an exercise price above the fair market value of the Parent Common Shares on the date of such Parent Board consent, provided that such member has either attained age 65 or has served for ten years on Parent Board at the time of resignation.
Parent Board. (a) Prior to the Effective Time, the Parent shall take all necessary corporate action such that, upon the occurrence of the Effective Time, the Company Designated Directors are appointed as directors to serve on the Parent Board until the next regularly scheduled meeting of the Parent Common Share Holders, subject to those persons having provided a consent to act as directors of Parent.
Parent Board. Prior to, and conditioned upon the occurrence of, the Company Merger Effective Time, Parent shall take all actions necessary in order to, upon the Company Merger Effective Time, add three (3) members of the Company Board as of the date of this Agreement as set forth on Section 7.21 of the Company Disclosure Schedule (“Company Board Designees”) to the Parent Board, to serve, together with the then members of the Parent Board, until the next annual meeting of stockholders of Parent. In connection with such next annual meeting of stockholders of Parent, the Nominating and Governance Committee of the Parent Board intends to recommend to the Parent Board the Company Board Designees for election to the Parent Board at such annual meeting of stockholders; provided that at such time each such Company Board Designee satisfies the qualifications to serve on the Parent Board.
Parent Board. Parent shall take all appropriate actions at or prior to the Closing to appoint Xxxxx X. Xxxxx, Ph.D. to the board of directors of Parent effective as of the First Effective Time, including adjusting the size of the board of directors of Parent, if necessary.
Parent Board. Parent shall take all actions as may be necessary to cause, as of the Effective Time, the Parent Board to be comprised of (a) the fourteen current directors of the Parent Board and (b) two directors mutually agreed upon by Parent and the Company (each, a “Mutual Designee”). At the first annual meeting of Parent following the Closing, Parent shall nominate each of the Mutual Designees, and use reasonable best efforts to cause each Mutual Designee, to be reelected to the Parent Board.
Parent Board. Parent shall take all actions reasonably necessary to provide that the Parent Board be expanded, on or prior to the Closing Date, to include, as directors, each of Michael J. Gaughan and two designees of Michael J. Gaughan satisfactoxx xx Xxxxxx.
Parent Board. Effective as of the Effective Time, (i) the Parent Board shall be composed of 13 directors, consisting of (A) Parent's Chief Executive Officer, (B) six individuals designated by Parent from among the members of the Parent Board prior to the Effective Time (at least five of whom shall be independent under the New York Stock Exchange (the "NYSE") rules and regulations), (C) the Chief Executive Officer of the Company immediately prior to the Effective Time, (D) one designee of each Company Sponsor, pursuant to the terms of the Sponsor Stockholders Agreements, and (E) three individuals designated by the Company from among the members of the Company Board prior to the Effective Time, each of whom shall be independent under the NYSE rules and regulations and not affiliated with any Company Sponsor (with the individuals described in clauses (C) through (E) being referred to as the "Company Directors"), (ii) two Company Directors shall have been assigned to each of the three classes of directors on the Parent Board; provided, however, that three Company Directors may be elected to the class of Parent directors whose term expires in 2008 (with the remaining directors spread as evenly as possible among the other two classes) and the Company will designate the individuals to be assigned to each class in accordance with the foregoing, and (iii) the Presiding Director (as defined in the Parent Bylaws) shall be an individual designated by Parent from among the members of the Parent Board prior to the Effective Time who shall be independent under the NYSE rules and regulations.
Parent Board. Parent shall take all steps necessary or desirable to cause the satisfaction of the condition set forth in Section 7.3(e).
