Target Board Changes Sample Clauses

Target Board Changes. (a) On or before the date that is 5 Business Days after the earlier to occur of: (i) if the Offer is unconditional, the Bidder acquiring a Relevant Interest in at least 50.1% of the Target Shares; and (ii) if the Bidder acquires a Relevant Interest in at least 50.1% of the Target Shares before the Takeover Bid becomes unconditional, the Offer becoming unconditional, the Target will procure that Messrs ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ resign as Target Directors and that Messrs ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (each of whom are nominees of the Bidder) are appointed as Target Directors as casual vacancies. (b) Following the appointment of Messrs ▇▇▇▇ and ▇▇▇▇▇▇▇ as Target Directors, the Bidder will procure that those creditors of the Target detailed in the Loan Agreement are, as soon as reasonably practicable following the appointment of Messrs ▇▇▇▇ and ▇▇▇▇▇▇▇, paid the outstanding monies owing to them in accordance with the terms and conditions of the Loan Agreement. (c) The Bidder acknowledges that following the appointments and resignations detailed in clause 2.4(a), ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ will continue as a Target Director on the same terms of engagement as existing at the date of this Agreement.
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Related to Target Board Changes

  • Change in Board Composition During any period of two consecutive years, individuals who constitute the Company’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Change in Board During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.