Reconstituted Board definition
Examples of Reconstituted Board in a sentence
Notwithstanding anything contained herein to the contrary, the Board of Directors of the Company shall only be expanded to become the Reconstituted Board of Directors pursuant to this Section 5.5 solely for the purpose of obtaining approval by the Reconstituted Board of Directors of the Merger and the actions directly related thereto that are the subject of a Triggering Event.
On July 28, 2006, the Initial Board shall automatically be reconstituted to reflect membership by the Directors set forth on Annex 2 (the “Reconstituted Board”, which is attached hereto and made a part hereof such that the Directors who are on the Initial Board and not on the Reconstituted Board are removed and replaced with those Directors on the Reconstituted Board who are not on the Initial Board.
The Company agrees that the non-management members of the Reconstituted Board shall each receive: (i) the same benefits of director and officer insurance as is currently available to all non-management directors on the Board; (ii) the same compensation for his service as a director as the compensation received by other non-management directors on the Board; and (iii) such other benefits on the same basis as all other non-management directors on the Board.
Mr. Early will continue to serve as a Director of DPAC after the Effective Time and remain a member of the DPAC Reconstituted Board.
Arbic, Kestenbaum, ▇▇▇▇▇▇▇ and Bulzak to the HPSO Reconstituted Board until the next annual or special meeting of the Company’s stockholders (the “Meeting”) or upon Consent of the Company’s stockholders in lieu of a Meeting.
The composition of the Compensation Committee shall be determined by the Reconstituted Board.
As part of that, the Reconstituted Board intends to actively review COSCIENS’ prospects and opportunities, and to take the actions necessary to best position COSCIENS to create value for shareholders.
Effective as of the Effective Time, the Board of Directors of DPAC shall be reconstituted such that the DPAC Reconstituted Board shall comprise the Board of DPAC, and DPAC shall establish compensation, nomination and audit committees comprised of the individuals named above, or other persons reasonably acceptable to DPAC and QuaTech if any such individual becomes unavailable to serve and each committee’s composition shall comply with all Nasdaq and SEC rules and regulations.
At the 2025 Annual Meeting, COSCIENS will nominate for re-election as directors the six individuals who are now serving on the Reconstituted Board (and no other nominees).
The Reconstituted Board is committed to ensuring that COSCIENS benefits from strong corporate governance and effective board oversight and doing what is in the best interests of COSCIENS and all of its shareholders.