Parent Designees definition
Examples of Parent Designees in a sentence
In furtherance thereof, the Company shall, upon the request of Parent, use its reasonable best efforts promptly either to increase the size of its Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent Designees to be so elected or appointed to the Company's Board of Directors, and the Company shall take all actions available to the Company to cause the Parent Designees to be so elected or appointed.
Parent shall conduct and control the settlement and defense of any stockholder litigation against Parent or any of its directors relating to this Agreement or the Contemplated Transactions; provided that any settlement or other resolution of any such stockholder litigation agreed to by Parent after the Closing shall be approved in advance by a majority of the Parent Designees for so long as any Parent Designees are still members of the Parent Board.
At least five of the Parent Designees and at least four of the Company Designees shall meet the independence standards of the Nasdaq as may be applicable with respect to Parent as of the Effective Time.
Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees (including the Parent Designees), officers, directors and affiliates required by Section 14(f) and Rule 14f-1, and Parent shall use its commercially reasonable efforts to provide such information to enable it to be filed with the SEC in the Schedule 14D-9 on the date the Offer Documents are filed with the SEC.
Each of Parent and Purchaser will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, all information concerning the Parent Designees (as defined in Section 1.04(a) hereof), as required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and the Company shall include such information in the Schedule 14D-9.
The Company's obligations to appoint the Parent Designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder.
After the Effective Time, Parent will not discriminate between Company Designees and Parent Designees in making any determination with respect to the waiver of the age limitation applicable to members of the Board of Directors, it being understood that such determinations are made on a case-by-case basis and it being further understood that Parent waives such age limitation for Seli▇ ▇.
On or prior to the Effective Time, Parent shall amend its Bylaws in the form set forth in Section 6.17(b)(ii) of the Parent Disclosure Schedule, which Bylaw amendments shall not be further amended during the three-year period following the Effective Time without the affirmative vote of a majority of each of (i) the Parent Designees and (ii) the Company Designees.
The Company Designees shall be entitled to participate, effective as of the Effective Time, in each of the Parent Benefit Plans that the Parent Designees participate in, but shall not be credited for their past service provided to the Company or any of its Subsidiaries in any respect thereto.
Initially, four (4) of such directors shall be designated by Parent (the "Parent Designees"), four (4) of such directors shall be designated by Company (the "Company Designees") and one (1) of such directors shall be designated jointly by Parent and Company ("Joint Designee").