SpinCo Directors and Officers Sample Clauses

SpinCo Directors and Officers. On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the Information Statement made available to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; (ii) each individual referred to in clause (i) shall have resigned from his or her position, if any, as a member of the Parent Board and/or as an executive officer of Parent; and (iii) SpinCo shall have such other officers as SpinCo shall appoint.
Sample 1Sample 2Sample 3See All (59)
AutoNDA by SimpleDocs
SpinCo Directors and Officers. On or prior to the Distribution Date, Ventas and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the Information Statement made available to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties and (ii) SpinCo shall have such other officers as SpinCo shall appoint.
Sample 1Sample 2Sample 3See All (7)
SpinCo Directors and Officers. On or prior to the Distribution Date, KAR and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the Information Statement, unless otherwise agreed by the Parties; (ii) except those individuals who will continue to serve as members of the KAR Board after the Effective Time, as set forth in the Information Statement, each individual referred to in clause (i) shall have resigned from his or her position, if any, as a member of the KAR Board, as an executive officer of KAR and as a member of the board of directors or other governing body or as an executive officer of any other member of the KAR Group, as applicable; and (iii) SpinCo shall have such other officers as SpinCo shall appoint.
Sample 1Sample 2
SpinCo Directors and Officers. On or prior to the Spin-off Date, the Parties will take all necessary actions so that as of the Distribution Time: (i) the directors and officers of SpinCo will be those set forth in the Disclosure Documents made available to the Record Holders prior to the Spin-off Date, unless otherwise agreed by the Parties, and (ii) SpinCo will have such other officers as the board of directors of SpinCo will appoint.
Sample 1Sample 2
SpinCo Directors and Officers. On or prior to the IPO Closing Date, Parent and SpinCo shall take all necessary actions so that, as of the IPO Closing Date, the directors and executive officers of SpinCo shall be those set forth in the IPO Registration Statement and Canadian Prospectus, unless otherwise agreed by the Parties.
Sample 1Sample 2
SpinCo Directors and Officers. (a) Immediately following the Effective Time, the Spinco Board will consist of seven (7) persons, with five (5) individuals to be designated by Liberty prior to March 30, 2016 and reasonably satisfactory to Xxxxxx to serve as Common Stock Directors and two (2) individuals to be designated by Xxxxxx prior to March 30, 2016 (or, if thereafter and prior to the Effective Time any such individual becomes unable or unwilling to serve, another individual(s) promptly designated by Xxxxxx to replace such individual) and reasonably satisfactory to Liberty and Spinco to serve as Series B Directors. Liberty, as the sole stockholder of Spinco, will cause such persons to be appointed as members of the Spinco Board prior to the Effective Time, in the case of such Series B Directors, such appointment to be effective as of the Effective Time. Three (3) of the Common Stock Directors and one (1) of the Series B Directors will be “independent” as to Spinco within the meaning of the rules and regulations of Nasdaq.
Sample 1
SpinCo Directors and Officers. On or prior to the Reclassification Date, IAC and SpinCo shall take all necessary actions so that as of the Mandatory Exchange Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the Form S-4, unless otherwise agreed by the Parties, and such additional directors as may be determined by IAC; and (ii) SpinCo shall have such other officers as IAC shall appoint or cause to be appointed.
Sample 1
AutoNDA by SimpleDocs

Related to SpinCo Directors and Officers

  • 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.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.