Common use of Target Board Changes Clause in Contracts

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.

Appears in 2 contracts

Sources: Bid Implementation Agreement, Bid Implementation Agreement