Board of Directors of the Purchaser Sample Clauses

Board of Directors of the Purchaser. The Purchaser shall take all such action as may be necessary to cause up to four (4) individuals nominated by the Seller and reasonably satisfactory to the Purchaser, to be appointed to the Board of Directors of the Purchaser as of the Closing (which, following such appointments shall consist of nine (9) directors), to serve until the next annual election of directors of the Purchaser.
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Board of Directors of the Purchaser. (a) The current directors of the Purchaser will, subject to compliance with applicable corporate laws and the Purchaser’s Charter Documents, adopt resolutions appointing Cxxxxx De La Txxxx and such other persons as the Target may advise to the board of directors of the Purchaser and accepting the resignation of Mxxxxx Xxxxx from the board of directors of the Purchaser, which appointments and resignations will be effective on Closing or, if applicable, ten days after the filing of a Schedule 14f-1 in accordance with the Transaction.
Sample 1
Board of Directors of the Purchaser. In connection with the Closing, the current director of the Purchaser will adopt resolutions increasing the size of the Purchaser’s board of directors to three (3) persons, and will appoint two nominees of the Target to the Purchaser’s board of directors, with such increase in number of directors and director appointments to be effective as of the Closing.
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Board of Directors of the Purchaser. On or prior to the Closing Date, the current directors of the Purchaser will adopt resolutions appointing two (2) nominees of the Target and one (1) nominee of the Purchaser to the board of directors of the Purchaser and accepting the resignation of Xxxxx from the board of directors of the Purchaser, which appointments and resignation will be effective on the later of the Closing Date or ten days after the filing of a Schedule 14f-1 in connection with the Transaction.
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Board of Directors of the Purchaser. The Board of Directors of the Purchaser (the “Board”) currently consists of three (3) members. Purchaser will cause its Board of Directors to be expanded to five (5) seats. Due to the expansion, there will be two (2) vacancies on the Board. Xx. Xxxxx Xxxxxxxx shall fill one vacancy, and Xx. Xxxxxxxx’x approved nominee (as defined herein) shall fill the other vacancy, and each shall serve on the Board of Directors for the 2005 term. Xx. Xxxxx Xxxxxxxx’s nominee must be approved by each member of the Board, provided approval may be withheld in each member’s sole discretion.
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Board of Directors of the Purchaser. The Purchaser shall cause Xxxxxx Xxxxx to be elected to its Board of Directors effective as of the Closing, to serve until his successor shall be duly elected and qualified or until his earlier resignation, removal (which shall not be caused by Purchaser or its Affiliates, other than for “cause”, for a period of one year following the Closing) or death.
Sample 1
Board of Directors of the Purchaser. The Purchaser will have taken all corporate steps necessary such that, immediately after Closing, the board of directors of the Purchaser will be composed of six directors, three of whom will be nominated by the Vendor and acceptable to the Purchaser, acting reasonably.
Sample 1
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Board of Directors of the Purchaser 
Sample 1

Related to Board of Directors of the Purchaser

  • 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.

  • 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.

  • The Board of Directors AGREES TO—

  • 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 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.

  • Directors of the Company Promptly upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (a) the number of directors on the Board of Directors of the Company and (b) the percentage that such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger Subsidiary's designees to be so elected by its existing Board of Directors. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

  • 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 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.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

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