Director Appointments. The Purchaser Designees shall have been appointed to the Post-Offer Board as set forth in Section 5.8.
Director Appointments. Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and NYSE listing requirements, Acquiror shall take all actions necessary or appropriate to cause (a) the number of directors constituting the Acquiror Board to be such number as is specified on Schedule 6.07 and (b) the individuals set forth on Schedule 6.07 to be elected as members of the Acquiror Board, effective as of the Closing. On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals set forth on Schedule 6.07, which indemnification agreements shall continue to be effective following the Closing.
Director Appointments. Effective February 5, 2016, the Board of Directors of the Company (the “Board”) shall increase the size of the Board to fifteen (15) directors and shall appoint each of Xxxxxx (Xxxx) Xxxxxxx, Xxxx X. Xxxxxxx and Xxxx X. Plant (each, an “Xxxxxxx Nominee”) to fill the vacancies so created, with Xxxx X. Plant to be appointed to the class of directors whose terms expire at the annual shareholders meeting in 2018, Xxxxxx (Xxxx) Xxxxxxx to be appointed to the class of directors whose terms expire at the annual shareholders meeting in 2017 and Xxxx X. Xxxxxxx to be appointed to the class of directors whose terms expire at the annual shareholders meeting in 2016 (the “2016 Annual Meeting”). Subject to paragraph 4, the Company shall include Xxxx X. Xxxxxxx on its slate of nominees for election of directors at the 2016 Annual Meeting. The Board shall recommend (and shall not change such recommendation in a manner adverse to the Xxxxxxx Nominee unless required to do so by the Board’s fiduciary duties) that the Company’s shareholders vote in favor of the Board’s entire slate (including the Xxxxxxx Nominee) at the 2016 Annual Meeting and the Company shall use its reasonable best efforts to cause the election of the Xxxxxxx Nominee to the Company’s Board at the 2016 Annual Meeting (including soliciting proxies for the election of such Xxxxxxx Nominee) and otherwise supporting such Xxxxxxx Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Board shall not increase the size of the Board above fifteen (15) directors at any time prior to the Expiration Date.
Director Appointments. Alpha Pang shall have appointed one nominee to the board of ATC at Closing or within 15 business days thereafter subject to applicable securities laws, provided that at Closing the total number of board members of ATC shall not exceed four.
Director Appointments. On the Closing Date: Xxxxx Xxxx (“Jain”) shall be appointed to the board of ATC, and Jain shall have appointed one nominee to the board of ATC or within 15 business days thereafter subject to applicable securities laws, provided that at Closing the total number of board members of ATC shall not exceed four.
Director Appointments. The Company’s Nominating and Governance Committee, at a duly convened meeting to be held on May 11, 2011 immediately following the final adjournment of the reconvened 2011 Annual Meeting, shall nominate for appointment to the Board, and the Board at a duly convened meeting to be held on May 11, 2011, shall take all necessary action to appoint Xxx Xxxxxxxxxx and Xxxxxx Xxxxx (each a “Privet Director”) to serve as directors of the Company until no earlier than the Company’s 2012 annual meeting of stockholders (the “2012 Annual Meeting”) and until their successors are duly elected and qualified, subject to the terms of this Agreement. In the event of the death, disability or other event resulting in either of the Privet Directors being unable to complete their respective terms, the Board shall appoint a replacement Privet Director designated by the Privet Group and reasonably acceptable to the Company.
Director Appointments. As promptly as practicable following the execution of this Agreement (and in any event, within two business days after the date hereof), the Board shall take all action necessary to appoint each of Xxxxx X. Xxxxxxx and Xxxxx Xxxxxxxx (each, a “New Director” and collectively, the “New Directors”) as a member of the Board, in each case with an initial term expiring at the 2024 Annual Meeting (any or all of which additions the L&B Parties acknowledge and agree the Board may implement by filling director vacancies created by the Board expanding its size). The Board shall include each New Director as a nominee for the Board in the Company’s proxy statement for the 2024 Annual Meeting and shall recommend and solicit proxies for the election of each New Director at the 2024 Annual Meeting.
Director Appointments. As of the Closing Date, the Company shall have taken all actions to cause (a) the persons set forth on Schedule 5.6 to be appointed the Company's directors and officers and (b) the current officers and directors of the Company as set forth on Schedule 6.4 to resign from the Company.
Director Appointments. Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, Acquiror shall take all actions necessary or appropriate to cause (a) the Acquiror Board to consist of seven (7) directors, divided into three (3) classes, designated Class I, II and III, with Class I consisting of two (2) directors with an initial term that expires in 2022, Class II consisting of two (2) directors with an initial term that expires in 2023, and Class III consisting of three (3) directors with an initial term that expires in 2024 and (b) the individuals set forth on Schedule 7.13 to be elected as members of the Acquiror Board, effective as of the Closing. On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals set forth on Schedule 7.13, which indemnification agreements shall continue to be effective following the Closing.
Director Appointments. The appointment of Xxxxxx Xxxxx and Xxxxx Xxxxxx as directors of the Purchaser.
