Parent Matters Sample Clauses

Parent Matters. (a) Parent shall take necessary corporate action so that, effective upon the Effective Time, the size of the Parent Board shall be nine members. The Parent Supervisory Board shall recommend that the shareholders of Parent vote in favor of the election of each of the following individuals at the Parent Shareholder Meeting: (i) three directors designated by the Parent Supervisory Board (including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) prior to the mailing of the Proxy Statement (“Parent Designated Directors”) and (ii) six directors designated by the Company Board (including ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who shall also serve as the Chief Executive Officer of Parent) prior to the mailing of the Proxy Statement (“Company Designated Directors”), with such elections to be effective at the Effective Time. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be nominated to serve as Chairman of the Parent Board from and after the Closing until the earliest to occur of (x) the 2023 annual general meeting of the shareholders of Parent, (y) the Nominating and Governance Committee of the Parent Board, by unanimous approval (including the Parent Designated Director), appoints, or recommends to the Parent Board the appointment of, a new Chairman of the Parent Board, and (z) ▇▇. ▇▇▇▇▇▇▇’▇ death or resignation. At least one Parent Designated Director and four Company Designated Directors shall qualify as independent directors under the NYSE Rules. Parent shall take necessary corporate action so that, upon and after the Effective Time, at least one Parent Designated Director will be appointed to the Nominating and Governance Committee of the Parent Board and at least one Parent Designated Director will be appointed to the Compensation Committee of the Parent Board. Each member of the Nominating and Governance Committee and the Compensation Committee of the Parent Board shall qualify as independent for purposes of such service under the NYSE Rules. (b) Parent and the Company shall take all actions reasonably necessary so that, from and after the Effective Time, the name of Parent shall be “Expro Group Holdings N.V.” (c) Parent and the Company shall take all actions reasonably necessary so that, from and after the Effective Time, the drilling and completions operations conducted by Parent immediately prior to the Effective Time will continue to be conducted under the trade name Frank’s International. (d) Parent intends to maintain the Lafayette Facility for a period of not less than five years following the Effective Time. Each of Pare...

Parent Matters