The Company Board Sample Clauses

The Company Board. (a) Subject to any requirement for shareholder approval to increase the size of the Board to the number required to give effect to this Section 9.02, promptly after any consummation of any 100% Acquisition Proposal by Buyer, Buyer will cause the Company and the Board to take such action as may be required to increase the size of the Board to a number of members such that (i) all of the individuals who are members of the Board at the time of the consummation of the 100% Acquisition Proposal (the “Incumbent Directors”) may continue to be members of the Board and (ii) individuals designated or nominated by Buyer shall constitute a majority (or, if at such time under the terms of the Charter or Bylaws or under Applicable Law, any higher percentage of the members of the Board is required to take any Board action, then such that the number of the individuals designated or nominated by Buyer constitutes that higher percentage of the Board members). For a period of ten years after consummation of the 100% Acquisition Proposal by Buyer, subject to Applicable Law, Buyer will continue to nominate Incumbent Directors (or successors selected by Incumbent Directors) for reelection to the Board upon the expiration of the term of office of any Incumbent Director and will vote all Voting Securities held by it in favor of the election of the Incumbent Director so nominated.
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The Company Board. (a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Member, and each director elected shall hold office until his successor is elected and qualified.
The Company Board. 6.1 The Company Board shall consist of six directors or such other number as the Parties may agree from time to time.
The Company Board. The Company and Crane will take all actions which may be required to elect or otherwise appoint as directors of the Company, prior to the Time of Distribution, the persons named in the Form 10 to constitute the Company Board at the Time of Distribution.
The Company Board. The Merger Agreement provides that promptly upon the purchase of and payment for any Shares by Parent or Purchaser pursuant to the Offer, Parent will be entitled to designate such number of directors, rounded up to the nearest whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company will, upon request of Parent, use its reasonable best efforts promptly either to increase the size of the Company Board or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company Board, and will take all actions to cause Parent's designees to be so elected. At such time, the Company will also cause persons designated by Parent to have appropriate representation on each committee of the Company Board. The Merger Agreement further provides that in the event that Parent's designees are elecxxx xx the Company Board, until the Effective Time, the Company Board will have at least three directors who were directors on May 30, 2002 (the "Original Directors"); provided that, in such event, if the number of Original Directors will be reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) will be entitled to designate persons to fill such vacancies who will be deemed to be Original Directors for purposes of the Merger Agreement or, if no Original Director then remains, the other directors will designate three persons to fill such vacancies who will not be stockholders, affiliates or associates of Parent or Purchaser, and such persons shall be deemed to be Original Directors for purposes of the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, in the event that Parent's designees are elecxxx xx the Company Board prior to the Effective Time, the affirmative vote of a majority of the Original Directors will be required for the Company to (i) amend or terminate the Merger Agreement or agree or consent to any amendment or termination of the Merger Agreement, (ii) exercise or waive any of the Company's rights, benefits or remedies under the Merger Agreement, (iii) extend the time for p...
The Company Board. 2.1 The Company and the Members shall appoint directors to its Board and the Chair of the Board in accordance with its Articles.
The Company Board. 3.7.1 The Company Board will consist of six (6) representatives appointed as a director, three (3) representatives being nominated by each Shareholder after written notification to the other Shareholder.
The Company Board. (a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Members at the annual meeting of the Members, the names of the Directors initially constituting the Company Board are set forth on Schedule II hereto, and each director elected shall serve for an initial term expiring on the later of (i) the first meeting of the Members and until such Director’s successor is elected and qualified or (ii) such Director’s earlier death, resignation or removal.

Related to The Company Board

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Company Board Recommendation (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • 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;

  • Directors of Surviving Corporation The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors 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 Surviving Charter and the Surviving By-Laws.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • The Board of Directors AGREES TO—