Parent Board of Directors. As soon as practicable after the Effective Time, Parent shall use reasonable efforts to nominate and appoint: (i) a 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; (ii) Donald R. Caldwell, 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; and (iii)
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. (a) The Board of Directors of Parent shall take such corporate actions as are necessary to provide that, effective at the Effective Time of the Merger, (i) the number of directors of Parent shall be reduced from 13 to 12 and (ii) the Board of Directors of Parent shall consist of (a) five individuals who are members of the Board of Directors of Parent immediately prior to the Effective Time of the Merger (subject to Section 5.15(b), such five individuals to be selected by the Board of Directors of Parent at least 10 business days' prior to the Effective Time of the Merger), with Mr. Jack E. Thompson to be the Chairman of the Board of Directors of Parent, (b) five individuals who are members of the Board of Directors of the Company immediately prior to the Effective Time of the Merger (subject to Section 5.15(b), such five individuals to be selected by the Board of Directors of the Company at least 10 business days' prior to the Effective Time of the Merger) and (c) two individuals selected by the 10 individuals who are selected as directors of Parent pursuant to subclauses (a) and (b) above (such two individuals to be selected by such 10 individuals at such time before or after the Effective Time of the Merger as such 10 individuals shall agree). The Board of Directors of Parent shall use its reasonable efforts to provide that the five individuals to be selected by the Board of Directors of Parent and the five individuals to be selected by the Board of Directors of the Company are allocated as evenly as possible among the three classes of Parent's directors.
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 of the Effective 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 recommended by such Board of Directors for election by the 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 each of Malcolm Morville, Michael Weiser, Jason Stein, Stephen Rocamboli, David Saks and David Shinko as directors of Parent.
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. Parent shall appoint to Parent’s Board of Directors (a) on or prior to the Effective Time, three members of the Company’s Board of Directors selected by the Parent from any of the members of the Company’s Board of Directors elected at the 2016 Annual Meeting who are not affiliated with nor designated by Stockholder, and (b) one member of the Company’s Board of Directors designated by Stockholder, in accordance with that certain Shareholder Rights Agreement, dated as of the date hereof, by and between Parent and Stockholder; provided, further, that if any of such Parent-selected directors are unable or unwilling to serve on Parent’s Board of Directors, then the Parent shall select another candidate from the Company’s Board of Directors not affiliated with nor designated by Stockholder. Parent shall cause all such directors who are appointed pursuant to clause (a) of this Section 7.10 to be nominated for election to Parent’s Board of Directors at the first annual meeting following the Closing.
Parent Board of Directors. At the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Charter Documents, shall take all necessary action (which action will include the resignation of all existing directors) to appoint each of the existing directors of Tikvah as directors of Parent and resign as directors.
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. Effective at the Effective Time, Parent shall increase the size of its Board of Directors by adding three directorships and elect Mr. S. Jay Stewart and two other current directors of the Company to be mutually agreed by the Company and Parent.