Parent Board of Directors. As soon as practicable after the Effective Time, Parent shall use reasonable efforts to nominate and appoint (i) Xxxxxx X. Xxxxxx, or such other nominee designated by the Company, to Class I of its Board of Directors to serve until the annual meeting of stockholders to be held in 1999 and (ii) Xxxxx X. Xxxxxx, or such other nominee designated by the Company, to Class II of its Board of Directors to serve until the annual meeting of stockholders to be held in 2000.
Parent Board of Directors. Prior to the Effective Time, Parent shall take all necessary corporate action (i) to increase the size of the Board of Directors of Parent by two members, such that at the Effective Time the Board of Directors of Parent shall consist of 13 members, and (ii) to fill the vacancies on the Board of Directors of Parent created by such increase, to appoint to the Board of Directors of Parent, effective immediately after the Effective Time, two directors consisting of current members of the Company Board of Directors (the “Designated Directors”), which Designated Directors shall be designated by Parent, upon consultation with, and consideration of the views of, the Company, before the mailing of the Joint Proxy Statement. If prior to the Effective Time, any Designated Director is unwilling or unable to serve as a director of Parent as a result of illness, death, resignation or any other reason, then, any replacement for such person shall be selected by Parent, upon consultation with, and consideration of the views of, the Company, and such replacement shall constitute a Designated Director. The Designated Directors shall serve on committees of the Board of Directors of Parent on an equitable basis proportionate to the size of the Board of Directors of Parent.
Parent Board of Directors. At the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Parent Charter Documents, shall take all necessary action (which action may include the resignation of existing directors) to cause the Board of Directors of Parent, as of the Effective Time, to appoint each of Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxx and Xxxxx Xxxxxx as directors of Parent.
Parent Board of Directors. Parent shall take all necessary ------------------------- action to cause Richard A. Kay to be appointed to the Board of Directors of Parent as xx xxx Xxxxxxxve Time to serve until the next annual election of members of the Board of Directors of Parent. In connection with such election, Parent shall take all necessary action to include Richard A. Kay as a nominee for the Board of Directors of Parent recomxxxxxx xx xxxx Board of Directors for election by the Parent's stockholders.
Parent Board of Directors. Prior to the Effective Time and effective as of the Effective Time, Parent shall increase the size of the Parent Board of Directors to ten (10) members. On or prior to the Effective Time, Parent shall appoint to Parent’s Board of Directors two (2) members of the Company Board of Directors as of the date hereof who are selected by the Company, prior to the time of the initial filing of the Registration Statement with the SEC, and approved by Parent (the “Company Directors”); provided further that Parent shall be required to approve at least two (2) members of the Company Board of Directors who are selected by the Company in accordance with the foregoing and presented to Parent for approval; provided, however, that if any of such Company-selected directors become unable or unwilling to serve on the Parent Board of Directors, then the Company may select prior to the Effective Time an alternative member of the Company Board of Directors who, subject to approval by Parent, will be appointed to the Parent Board of Directors as of the Effective Time.
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.
Parent Board of Directors. At the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Parent Charter Documents, shall take all necessary action (which action may include the resignation of existing directors) to cause the Board of Directors of Parent, as of the Effective Time, to appoint the directors of Arno as directors of the Parent.
Parent Board of Directors. All actions necessary in order for the New Directors nominated solely by the Company (and if a third nominee is mutually agreed and accepts such nomination, such jointly nominated New Director) to become members of the Parent Board of Directors, and to adopt the Parent Bylaw Amendment and to effect the Parent Appointment Confirmation, upon the Effective Time shall have occurred.
Parent Board of Directors. At and after the Effective Time, the Board of Directors of Parent shall include the same members of the Board of Directors of Cereus as existed immediately prior to the Effective Time, and will also include (a) one individual designated by Parent and acceptable to Cereus, and (b) the current Chairman of the Board of Directors of Parent (who shall serve as Chairman of the Board of Directors of Parent at and after the Effective Time). At the Effective Time, Parent shall secure the resignation of each other member of its Board of Directors.
Parent Board of Directors. Effective at the Effective Time, Parent shall increase the size of its Board of Directors by adding three directorships and elect Mr. S. Jay Xxxxxxx xxx two other current directors of the Company to be mutually agreed by the Company and Parent.