Board of Directors of Newco Sample Clauses

Board of Directors of Newco. (a) At the Effective Time, the Board of Directors of Newco shall consist of not more than 15 members, at least three of which shall be designated by Enron, after consultation with Dynegy, before the Effective Time ("Former Enron Directors"). Prior to the Effective Time, Dynegy shall, after consultation with Enron, determine the total number of directors on the Board of Directors of Newco effective as of the Effective Time and the number of Former Enron Directors (in each case subject to the preceding sentence) and designate the current members of the Dynegy Board of Directors that will serve on the Newco Board of Directors as of the Effective Time ("Former Dynegy Directors"). Charles L. Watson shall be the Chairman of the Board of Newco. From axx xxxxx xxx Xxxxctive Time, each person so designated shall serve as a director of Newco until such person's successor shall be elected and qualified or such person's earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of Newco.
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Board of Directors of Newco. The Board of Directors of Newco shall oversee the operations of the Joint Venture with respect to [*****] in a manner consistent with the articles of incorporation of Newco and operation of a Novartis Affiliate. The Board shall be comprised of not more than fifteen regular members elected by the shareholder(s)
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Board of Directors of Newco. 12.1. NewCo shall be governed by a Board of Directors (the "Board of Directors" or the "Board") which shall consist of four (4) members. TI shall have the right to nominate two (2) members of the Board and AMADEUS shall also have the right to nominate two (2) members. The members shall remain in office for a period of three years, renewable upon decision by the General Meeting of Shareholders.
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Board of Directors of Newco. The Board of Directors of NEWCO shall consist of six (6) individuals, three of whom shall be appointed by MITSUBA and three of whom shall be appointed by WALBRO. MITSUBA and WALBRO each agree to vote their respective NEWCO shares in favor of three of the other party's nominees at each and every meeting of shareholders held for the purpose of electing Directors in order to assure that each party shall elect one-half of NEWCO's Directors. In the event that a party shall wish to remove a director who was nominated by the party, the other party shall vote its shares in favor of such removal. In the event a Director nominated by a party shall cease to be a Director for any reason, the other party shall vote its shares in favor of the individual whom that party shall nominate to fill such vacant position. Each party agrees that it shall take any and all necessary actions in a timely fashion in order to obtain the results contemplated by this Paragraph 2.9. All Directors shall be reimbursed by NEWCO for out-of pocket travel, lodging, food and incidental expenses incurred in connection with attendance at Directors' meetings. The presence in person of a majority of the Directors shall be required to constitute a quorum for the transaction of business. In all events, the Board of Directors of NEWCO shall use reasonable efforts to notify MITSUBA and WALBRO of any significant action on behalf of NEWCO, or its intention in respect of any significant action that it proposes to take. No member of the Board of Directors of NEWCO shall be liable to the parties by reason of his acts as such, except in the case of his gross negligence or fraudulent or dishonest conduct.
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Board of Directors of Newco. The Board of Directors of --------------------------- Newco upon consummation of the Combination shall be as set forth on Exhibit E. --------- Newco shall obtain the signature of each such person consenting to such appointment immediately prior to the Effective Time.
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Board of Directors of Newco 
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Related to Board of Directors of Newco

  • Board of Directors of the Company (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.

  • 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.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • 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.

  • 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.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

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

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

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