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to the Agreement), there shall have been validly tendered in accordance with the terms of the Offer and not validly withdrawn, a number of Shares that, together with the Shares then owned by Parent, Merger Sub and any other Affiliate or direct or indirect wholly-owned Subsidiary of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:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Dawson Geophysical Co), Agreement and Plan of Merger (Dawson Geophysical Co)