Surviving Corporation Board of Directors. The Company shall take all actions as is necessary to cause, effective as of the Merger Effective Time, the Company Board to consist of the directors selected by Parent and identified in writing to the Company. The new members appointed to the Company Board shall be approved by the Company Board prior to the Merger Effective Time.
Surviving Corporation Board of Directors. (i) Subject to the proviso contained in Section 1.5.2 hereof, it is the intention of the Merging Parties that the Surviving Corporation will obtain the necessary director and/or stockholder approvals to fix, as of the Effective Time, the number of directors constituting a full Board of Directors of the Surviving Corporation at ten and to elect initially as directors of the Surviving Corporation six individuals designated prior to the Effective Time by the then Board of Directors of Orion and four individuals designated prior to the Effective Time by the then Board of Directors of Actava. Subject to the proviso contained in Section 1.5.2 hereof, each of the Merging Parties agrees to use its best efforts to establish such a Board of Directors of the Surviving Corporation.
Surviving Corporation Board of Directors. Subject to applicable Legal Requirements, each of the parties hereto shall take all necessary action to ensure that the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation.
Surviving Corporation Board of Directors. The Board of Directors of IUB will take such action as may be necessary (including the amendment of the IUB bylaws) to cause the number of directors comprising the full Board of Directors of IUB immediately prior to or at the Effective Time to be 10 persons, 5 of whom shall be existing directors of IUB prior to the Effective Time designated by IUB and 5 of whom shall be existing directors of PTC prior to the Effective Time designated by PTC. If, prior to the Effective Time, any such designees shall decline or be unable to serve, the party that designated such person shall designate another person to serve in such person's stead. Each such person so designated shall be a director of the Surviving Corporation until the earlier of his resignation or removal or until his successor is duly elected or appointed, as the case may be. 5.19
Surviving Corporation Board of Directors. The Board of Directors of Western Resources will take such action as may be necessary (including increasing the size of the Board of Directors of Western Resources and seeking approval of its stockholders of an amendment to the Western Resources Articles to increase the size of the Board of Directors) to appoint to the Board of Directors of Western Resources as many persons, but in no event more than six persons, who (1) are members of the KCPL Board of Directors as of the date hereof, (2) are willing to serve on the Board of Directors of Western Resources, and (3) would be eligible under Western Resources' by-laws to be so nominated for election to the Western Resources Board of Directors at the next Western Resources annual meeting following the Effective Time. The Nominating Committee of the Western Resources Board of Directors shall allocate all persons to be added to the Western Resources Board of Directors pursuant to this Section as evenly as possible among the classes of the Western Resources Board of Directors.
Surviving Corporation Board of Directors. The seven member Board of Directors of the Surviving Corporation shall have been appointed in accordance with this Agreement.
