Parent Board of Directors and Officers Sample Clauses

Parent Board of Directors and Officers. From and after the Effective Time, the Board of Directors of Parent (the “Parent Board”) shall consist of the persons serving on the Board of Directors of Parent immediately prior to the Effective Time. From and after the Effective Time, the officers of Parent shall be the officers of Parent immediately prior to the Effective Time, and such officers shall hold office until their respective successors are duly appointed and qualified, or their earlier death, resignation or removal.
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Parent Board of Directors and Officers. As of Closing, Parent shall have taken all necessary action to (i) fix the number of the members of the board of directors to four and obtain the resignations of Stephen P. Harrington, Thomas Michael Curran, Gary Krupp and Humbert B. Xxxxxx, XXX xx xxxxxxorx xx Xaxxxx, xxx xxxxinx Xxxxxxx L. Trxxxxxx, Xxxx X. Xeitz (the "Company Designees"), together wxxx xxx xxx xxxxxxxng Xxxxxx xxxxxtors, John B. Connally, III and Joseph F. Fioravanti, to serve as the four dirxxxxxx xx Xxxxxx, effectivx xx xx xxx Xxxxxxx, and (ii) obtain the resignation of Stephen P. Harrington as the President, Treasurer and Secretary of Parenx xxx xxx xxxxx xxxxxers of the Parent, and appoint William L. Transier as Co-Chief Executive Officer and Secretary, and Johx X. Xxxxx xx Xx-Xxief Executive Officer, Michael D. Cochran, as Execxxxxx Xxxx Xxesident Exploration, Bruce H. Stxxxx, xx Xxxxxxxxx Vice President Operations and Business Devxxxxxxxx xxx Xxnald A. Bain, as Vice President Geosciences as the executive officers xx Xxxxxx, xxxective as of the Effective Time. As soon as commercially practicable after the execution of this Agreement Parent shall comply with and immediately take all actions, if any, required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 4.4. In addition, Parent shall have caused the resignation of the officers and directors or similar positions of any Parent Subsidiary (other than Knox-Miss Partners, L.P.) requested by the Company.
Sample 1
Parent Board of Directors and Officers. The Board of Directors of the Parent shall consist of seven (7) seats, divided into three classes. two of the existing independent directors of the Parent shall have resigned and Xxxx X. Xxxxxx and the Securityholders’ Representative Director Designees shall have been appointed to the Board of Directors of the Parent. The Class A directors (whose term shall expire at the Parent 2009 annual meeting) shall be Xx. Xxxxxx and an existing independent director. The class B directors (whose term shall expire at the Parent 2010 annual meeting) shall be an existing independent director and a Securityholders’ Representation Director Designee. The class C directors (whose term shall expire at the Parent 2011 annual meeting) shall be two existing non-independent directors and a Securityholders’ Representative Director Designee. Each of the Parent’s officers shall have executed and delivered a letter of resignation effective as of the Merger I Effective Time and the officers of the Company prior to the Merger I Effective Time shall have been appointed officers of the Parent concurrently with the Closing.
Sample 1
Parent Board of Directors and Officers. (a) Unless otherwise determined by the Parties prior to the Effective Time, the directors of Parent immediately prior to the Effective Time shall be the directors of the Surviving Corporation at and after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of the DGCL and the Certificate of Incorporation and Bylaws of the Parent until their successors are duly elected and qualified. In addition, at the Closing, Xxxxx X. Xxxxxxxx shall be appointed to the board of directors of Parent, each to hold the office of a director of the Parent in accordance with the provisions of the DGCL and the Certificate of Incorporation and Bylaws of the Parent until their successors are duly elected and qualified.
Sample 1
Parent Board of Directors and Officers. Parent has caused the Parent Board of Directors and the officers of Parent, to be constituted as set forth in Section 5.13 of this Agreement, to be effective as of the Effective Time.
Sample 1
Parent Board of Directors and Officers. Integration and ------------------------------------------------------- Transition. Parent shall take all requisite action to cause its Board of ---------- Directors to include as members thereof effective at the Effective Time, (i) the Chief Executive Officer of Parent at the Effective Time as provided in paragraph (e) below and (ii) Xxxxx X. Xxxxxx.
Sample 1
Parent Board of Directors and Officers. All of the officers and directors of Parent shall resign as of the Closing Date, except Xxxxxx Xxxxx, who shall appoint Xxxxxxx X. Xxxx, Xxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxxx (or one or more substitutes, if necessary) to the Board of Directors, and then immediately resign.
Sample 1
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Related to Parent Board of Directors and Officers

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • 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.

  • Post-Closing Board of Directors and Executive Officers (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Resignation of Directors and Officers The directors and officers of the Company in office immediately prior to the Effective Time shall have resigned as directors and officers of the Surviving Corporation effective immediately following the Effective Time.

  • Post-Closing Directors and Officers Subject to the terms of the Acquiror Organizational Documents, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing:

  • 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).

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

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