Officers and Directors of the Company. At the Closing, the current officers and directors of the Company shall resign as necessary, each resignation to confirm in writing that the resigning persons do not owe and are not owed anything by the Company, and the persons named below shall be elected to the offices and directorships shown next to their respective names: Name Position ---- -------- Ian Herman DIRECTOR, Chairman of the Board Xxxxld J. Clark DIRECTOR, President, CEO Rxxxxx Xxxxx Chief Financial Officer Joxx Xxxxxx DIRECTOR
Officers and Directors of the Company. The Sellers and the Company shall (a) take all actions necessary so that each director and the secretary of the Company shall execute a resignation letter reasonably satisfactory to Parent, or shall otherwise be removed from such position, at or prior to the Closing; (b) if requested by Parent at least fifteen (15) Business Days prior to the Closing Date, use commercially reasonable efforts so that each specified director, officer or secretary of a Subsidiary of the Company or any designated director of the Company appointed to the China JV shall execute a resignation letter reasonably satisfactory to Parent or shall otherwise be removed from such position and informed by the Company of such removal; and (c) take all actions necessary so that, from and after the Closing, the individuals designated by Parent no later than five (5) Business Days prior to the Closing Date shall have been, contingent as of and effective upon the Closing, validly appointed as directors and company secretary of the Company and as the Company’s designated directors of the China JV, until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Company.
Officers and Directors of the Company. All directors and officers of the Company shall submit their resignations, effective concurrently with the Closing.
Officers and Directors of the Company. The Company agrees that it shall take all actions necessary to ensure that, effective as of the Effective Time, the officers and directors of Company shall be as set forth on Exhibit B.
Officers and Directors of the Company. The Company and Parent, as sole stockholder of the Company, shall take all action necessary, including the adoption of appropriate or necessary stockholder resolutions in accordance with the Delaware General Corporation Law, to ensure that upon the Closing, the Board of Directors of the Company is composed of nine directors, three of whom shall be designated by Rugby, as provided for under the Registration Rights Agreement. Parent and the Company, through its Board of Directors, shall take all action necessary, including the adoption of appropriate Board of Directors resolutions in accordance with the Delaware General Corporation Law, to ensure that upon the Closing, the Chairman of the Board of the Company shall continue to be R. Shell Xxxxx, the Chief Executive Officer and President of the Company shall continue to be Xxxxx X. Xxxxx and the Chief Operating Officer of the Company shall be Xxxxxxx Xxxxx (currently the President of Rugby USA) and in that connection, Parent and the Company shall cause the by-laws of the Company to be amended, as necessary, as of the Closing, to make the position of "Chief Operating Officer" an officer of the Company reporting to the Chief Executive Officer and President of the Company.
Officers and Directors of the Company. Schedule 2.3(b)-1 is a true and complete list of all of the officers of the Company and each of the Subsidiaries. Schedule 2.3(b)-2 is a true and complete list of all of the members of the board of directors or other governing body of the Company (the "Board") and the governing body of each Subsidiary.
Officers and Directors of the Company. At the Closing, the current officers and directors of the Company shall resign as necessary and the appropriate persons shall be elected as the directors and executive officers of the Company. Immediately following the Closing, the directors and officers of the Company shall be: Name Position ---- -------- Xxxxx Xxxx DIRECTOR, President, CEO Xxx Xxxxx DIRECTOR, Vice President for Operations Xxxxxxx Xxxxxxx DIRECTOR, Chief Financial Officer Xxxxxx Xxxxxx DIRECTOR It is agreed by the parties that Xxxxxx Xxxxxx shall serve on the board of directors and all committees of the board for a period of three (3) years following the Closing, and the APC Holders agree that he shall, during such three-year period, be nominated for election to the board of directors at every meeting of the shareholders at which directors are elected. The APC Holders agree to affirmatively vote all of their shares of the Company entitled to vote in the election of directors in favor of electing Xxxxxx Xxxxxx to the board of directors in all elections of directors during the three year period, whether occurring at a shareholder meeting or by written consent or otherwise.
Officers and Directors of the Company. Based upon representations of the executive officers and directors of the Company, during the past five (5) years none of the executive officers or directors of the Company have been:
Officers and Directors of the Company. All Company officers and directors and all Persons having power of attorney, authority as agent, or other authority to act on behalf of the Company or on behalf of any officer or director of the Company (in their capacity as an officer or director) are identified in Schedule 4.16. To the Knowledge of the Company, none of the past or present officers or directors of the Company has been convicted in a criminal Proceeding or is subject to a pending criminal Proceeding, excluding traffic violations or similar misdemeanors, nor has any of them been a party to any judicial or administrative proceeding during the past ten (10) years that resulted in a judgment, decree or final Order prohibiting activities subject to federal or state securities laws, or a finding of any violation of federal or state securities laws.
Officers and Directors of the Company. The officers and directors of the Company at the Closing shall be those persons listed on Schedule 1.68, until the earlier of their death, resignation or removal or until their respective successors are duly appointed and qualified.
