Parent Governance Clause Samples
The Parent Governance clause establishes the framework by which a parent company exercises oversight and control over its subsidiaries or affiliated entities. Typically, this clause outlines the decision-making authority reserved for the parent, such as approval of major transactions, appointment of key executives, or setting strategic direction. By clearly delineating the parent’s governance rights and responsibilities, the clause ensures consistent management practices across the corporate group and helps prevent conflicts or misalignment between the parent and its subsidiaries.
Parent Governance. (a) The Parent certificate of incorporation as in effect immediately prior to the Effective Time, as amended pursuant to the Charter Amendment, shall thereafter be the certificate of incorporation of Parent, until amended in accordance with the General Corporation Law of the State of Delaware (“DGCL”) and such certificate of incorporation. Prior to the Effective Time, Parent shall take all actions necessary to adopt the Amended and Restated Bylaws of Parent in the form attached hereto as Exhibit B.
(b) On or prior to the Effective Time, the Parent Board of Directors shall cause the number of directors that will constitute the full Parent Board of Directors at the Effective Time to be twelve. At the Effective Time, the members of the Parent Board of Directors and the class of the Parent Board of Directors in which each such member shall serve shall be as set forth on Exhibit C.
(c) Effective as of the Effective Time: (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall continue to serve as the Chairman of the Board and Chief Executive Officer of Parent, (ii) ▇▇▇ ▇. ▇▇▇▇▇ shall become and serve as the President and a director of Parent, subject to and in accordance with the Parent Bylaws, (iii) ▇▇▇▇▇▇ ▇. ▇▇▇▇ shall continue to serve as the Vice President, Chief Financial Officer and Secretary of Parent, and (iv) L. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr. shall become and serve as Vice President – Finance of Parent. Parent shall enter into an Employment Agreement with ▇▇. ▇▇▇▇▇ in the Form of Exhibit D.
Parent Governance. Parent shall take all necessary action to cause the number of members of the Supervisory Board to be increased by two as of the Effective Time, and to cause two designees of Dentsu to be appointed to the Supervisory Board. Parent shall take all necessary action to cause as of the Effective Time the number of members of Parent's Management Board to be increased to five and Roger A. Haupt to be appointed to the Management Board and as the Pre▇▇▇▇▇▇ ▇▇▇ ▇▇▇ef Operating Officer of Parent.
Parent Governance. Unless otherwise agreed to by Parent and the Company prior to the Closing, Parent shall take all such action, including through action of the Parent Board, as may be necessary so that, immediately after the Effective Time, the directors of Parent shall consist of five directors, as follows (i) one director who shall be designated by Parent (the “Parent Designated Director”) and who shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, (ii) three directors who shall be designated by the Company (the “Company Designated Directors”) and who shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, and (iii) an independent director nominee who is expected to qualify and serve as the audit committee financial expert. Following the initial terms of the Parent Designated Director and the Company Designated Directors, respectively, the election of directors to the Parent Board shall be subject to the vote of the stockholders of Parent in accordance with its Charter Documents. The Parties shall take all necessary actions so that, from and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of Parent until their successors have been duly appointed and qualified or until their earlier termination, death or resignation.
Parent Governance. A. Prepare for, support NBME Executive Board, NBVME Board, NBME Finance Committee and NBME Annual Meeting agenda items related to NAVLE X
B. Share cost for travel, honoraria for participation in governance activities related to NAVLE X Confidential Collaboration Agreement between the National Board of Medical Examiners and the National Board of Veterinary Medical Examiners 4
Parent Governance. Parent's Board of Directors shall take action to cause the full Board of Directors of Parent at the Effective Time to include Leon T. Kendall or any other current independent director of the C▇▇▇▇▇▇, ▇▇ ▇▇▇▇ other individual designated by the Company and approved by Parent (who shall be designated a Class I Director on Parent's Board of Directors) for a term continuing until the Parent's annual meeting of stockholders in 2001 and David M. Applegate or such other individual designated by the Comp▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇y Parent (who shall be designated a Class II Director on Parent's Board of Directors) for a term continuing until Parent's annual meeting of stockholders in 2002 or until their successors are elected.
Parent Governance