Board Changes Sample Clauses

Board Changes. Increasing or decreasing the size of the Board or otherwise changing its composition (other than as expressly permitted under this Article II).

Board Changes. It is proposed that ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ will be appointed as a non-executive director of the Company in connection with the Acquisition. No other board changes are anticipated in connection with the Acquisition. The proposed timetable in respect of the Acquisition is as follows: ASX announcement of the acquisition 13 November 2023 General Meeting 15 December 2023 Satisfaction (or waiver) of conditions precedent (including due diligence) 19 December 2023 Completion of Acquisition 19 December 2023 Aurum Resources Ltd is an ASX-listed (ASX:AUE) mineral exploration and development company. Aurum has a collection of gold and base metal focused projects from early-stage reconnaissance to mature area exploration projects currently located in Western Australia. The Company’s ▇▇▇▇▇ Find Project is prospective for gold mineralisation and located on structures that host historical gold mines. The Company’s other project is ▇▇▇▇▇ South, another prospective project adjacent to known gold deposits but may also host base metal deposit(s). Some of the statements appearing in this announcement may be in the nature of forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which Aurum operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward- looking statement. No forward-looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by several factors and subject to various uncertainties and contingencies, many of which will be outside ▇▇▇▇▇’s control. Aurum does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of Aurum, its directors, employees, advisors, or agents, nor any other person, accepts any liability for an...

Board Changes. (a) Immediately prior to the Acceptance Time, Messrs. S▇▇▇▇▇▇ ▇▇▇▇▇▇, C▇▇▇▇ ▇▇▇▇▇▇ and M▇▇▇▇▇▇ ▇▇▇▇▇▇ shall resign from the Board of Directors (the “Board Resignations”). (b) Immediately prior to the Acceptance Time and immediately after the Board Resignations, the Board of Directors, pursuant to Section 3:8 of the Bylaws, shall have elected M▇▇▇ ▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇▇ and B▇▇▇▇ ▇▇▇▇▇▇▇ to fill the vacancies in the Board of Directors created by the Board Resignations and shall have elected M▇. ▇▇▇▇ ▇▇▇▇▇ to serve as Chairman of the Board (the “Board Appointments”). (g) Paragraph (A) of Annex I is hereby amended and restated to read as follows: (A) Immediately prior to the expiration of the Offer (as the same may be required to be extended pursuant to the Agreement), there shall have been validly tendered in accordance with the terms of the Offer and not validly withdrawn, a number of Shares that, together with the Shares then owned by Parent, Merger Sub and any other Affiliate or direct or indirect wholly-owned Subsidiary of Parent, represents at least 66.67% of the Shares then outstanding (the “66.67% Minimum Condition”);” (h) Annex I is hereby amended to add a new paragraph (J) to read as follows:

Board Changes. The Company must procure that: (a) such persons as Apax nominates by notice to the Company no later than 4 Business Days before the Implementation Date and who have provided to the Company a signed consent to act by that time (as well as any other information required to be provided to the Registrar) are appointed as additional directors of each member of the Trade Me Group specified in the notice, on the Implementation Date (by no later than 5:00pm); and (b) unless otherwise agreed by ▇▇▇▇ in writing, each director of each member of the Trade Me Group, other than those appointed in accordance with clause 6.3(a), resigns as a director with effect from the Implementation Date (by no later than 5:00 pm on the Implementation Date) and acknowledges in writing that he or she has no claim against any member of the Trade Me Group other than for accrued but unpaid directors fees and expenses.

Board Changes. The Company is delighted to announce that ▇▇▇▇▇ ▇▇▇▇▇▇▇ has joined the Board as the Independent Non-Executive Chairman of the Company with immediate effect. ▇▇ ▇▇▇▇▇▇▇ is a senior partner in a firm

Board Changes. Subject to the Consideration having been paid to Scheme Shareholders, ▇▇▇▇▇▇▇ must procure that: (a) such persons as the Bidder nominates (by notice to Pushpay no later than five Business Days before the Implementation Date) and who are legally entitled to be appointed and who have provided to ▇▇▇▇▇▇▇ a signed consent to act by that time are appointed as directors of Pushpay and/or such other Pushpay Group members on the Implementation Date (by no later than 5.00pm); and (b) unless otherwise agreed by the Bidder in writing, each Director and, if requested by the Bidder, any director of the other Pushpay Group members, other than those appointed in accordance with clause 6.2(a), resigns as a director of each relevant member of the Pushpay Group with effect from the Implementation Date (by no later than 5.00pm on the Implementation Date) and acknowledges in writing that he or she has no claim against any member of the Pushpay Group other than for accrued but unpaid directors fees and expenses (or, in respect of any executive directors, any accrued employee remuneration).

Board Changes. At Closing the following changes will be effected to the board of directors and officers of the Buyer: (a) the board of directors of the Buyer shall appoint an aggregate of an additional six directors to the board of directors of the Buyer comprised of two nominees appointed by such directors of the Buyer and four nominees to be put forward by the Shareholders of the Company, subsequent to which all directors (other than those directors who have been nominated by Buyer to remain as a director) and all officers of the Buyer will resign; and (b) the newly appointed directors of the Buyer will appoint such executive officers as may be determined by the such new Board of Directors.

Board Changes. 8.14.1 Subject to clause 8.14.2, with effect from Completion the Board shall be constituted by those individuals set out in the Board Changes.

Board Changes. Subject to the Consideration having been paid to the Shareholders, Target must procure that: (a) such persons as Bidder nominates (by notice to Target no later than 5 Business Days before the Implementation Date) and who have provided to Target a signed consent to act by that time are appointed as additional directors of Target on the Implementation Date; and (b) unless otherwise agreed by Bidder in writing, each member of the Board, other than those appointed in accordance with clause 6.4(a), resigns as a director of Target with effect from the Implementation Date and acknowledges in writing that he or she has no claim against any member of the Target Group other than: (i) in the case of the Target Independent Directors, for accrued directors fees and expenses; and (ii) in the case of the Executive Director, for accrued salary and other employee entitlements.