Plans for Encysive Sample Clauses

Plans for Encysive. Except as otherwise provided herein, it is expected that, initially following the Merger, the business and operations of Encysive will, except as set forth in this Offer to Purchase, be continued substantially as they are currently being conducted. Pfizer will continue to evaluate the business and operations of Encysive during the pendancy of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing. Thereafter, Pfizer intends to review such information as part of a comprehensive review of Encysive’s business, operations, capitalization and management with a view to optimizing development of Encysive’s potential in conjunction with Pfizer’s existing business. Assuming we purchase Shares pursuant to the Offer, Pfizer intends to promptly upon the acceptance for payment of, and payment by the Purchaser for, any Shares pursuant to the Offer (and from time to time thereafter as Shares are acquired by Pfizer or the Purchaser) to designate a number of directors that is the same proportion as the percentage of Shares then beneficially owned by Pfizer with respect to the number of Shares then outstanding, subject to applicable law and Nasdaq rules applicable to Encysive. Under the terms of the Merger Agreement, Encysive is required to use its commercially reasonable efforts to either increase the size of Encysive’s Board of Directors or obtain the resignation of such number of incumbent directors as is necessary to enable Pfizer’s director designees to be elected or appointed to Encysive’s Board of Directors. Encysive also agreed to cause individuals designated by Parent to have the same proportionate representation on (i) each committee of the Encysive’s Board of Directors and (ii) each board of directors and each committee thereof of each subsidiary of Encysive. Following the election or appointment of Pfizer’s designees to the Board of Directors of Encysive and until the Effective Time of the Merger, the approval of a majority of the directors on Encysive’s Board of Directors who were not designated by Pfizer and are not employees of Encysive will be required for approval of certain actions relating to the Merger. Except as set forth in this Offer to Purchase, the Purchaser and Pfizer have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving Encysive or any of its subsidiaries (such as a merger, reorgani...