Parent Board of Directors Clause Samples

Parent Board of Directors. As soon as practicable after the Effective Time, Parent shall use reasonable efforts to nominate and appoint (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or such other nominee designated by the Company, to Class I of its Board of Directors to serve until the annual meeting of stockholders to be held in 1999 and (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or such other nominee designated by the Company, to Class II of its Board of Directors to serve until the annual meeting of stockholders to be held in 2000.

Parent Board of Directors. At the Effective Time, the Board of Directors of Parent, in accordance with applicable law and the Parent Charter Documents, shall take all necessary action (which action may include the resignation of existing directors) to cause the Board of Directors of Parent, as of the Effective Time, to appoint each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ as directors of Parent.

Parent Board of Directors. Effective at the Effective Time, Parent shall increase the size of its Board of Directors by adding three directorships and elect Mr. S. Jay ▇▇▇▇▇▇▇ ▇▇▇ two other current directors of the Company to be mutually agreed by the Company and Parent.

Parent Board of Directors. The parties shall take all action necessary (including, to the extent necessary, procuring the resignation or removal of any directors on the Parent Board immediately prior to the Effective Time) so that, as of the Effective Time, the number of directors that comprise the full Parent Board shall be nine (9), and the Parent Board shall upon the Effective Time initially consist of: (i) the President and Chief Executive Officer of Assertio as of immediately prior to the Effective Time (who the parties shall propose to be the non-executive Chairman of the Board of Directors of Parent as of immediately after the Effective Time, subject to such individual’s election as Chairman pursuant to Section 1.1(g)); (ii) five (5) directors, designated by the Board of Directors of Assertio (the “Assertio Designees”); provided, that (A) each such designee shall be a member of the incumbent Assertio Board as of the date of this Agreement or such other designee as may be mutually agreed by Assertio and the Company and (B) not less than four (4) out of five (5) such designees must qualify as an “independent director” under the listing standards of the Nasdaq Stock Market, LLC (“Nasdaq”) and the applicable rules of the Securities and Exchange Commission (the “SEC”) (“Independent Director”), it being understood that such five (5) individuals are in addition to the President and Chief Executive Officer of Assertio designated under clause (i); (iii) the President and Chief Executive Officer of the Company as of immediately prior to the Effective Time; and (iv) two (2) directors, designated by the Company Board (the “Company Designees”); provided, that (A) each such designee shall be reasonably acceptable to Assertio, and (B) such designee must qualify as an Independent Director (one of whom the parties shall propose to be designated as the “lead independent director” of the Board of Directors of Parent (the “Lead Independent Director”) as of immediately after the Effective Time, subject to such individual’s election as Lead Independent Director pursuant to Section 1.1(g)).

Parent Board of Directors. At the Effective Time, the board of directors of the Parent shall consist of (a) each of the directors of the Parent immediately prior to the Effective Time and (b) ▇▇.

Parent Board of Directors. At the Effective Time, Parent shall cause one then existing member of the Company’s board of directors (selected by the Company and reasonably acceptable to Parent) to be elected to the board of directors of Parent.

Parent Board of Directors. All actions necessary in order for the ------------------------- New Directors to become members of the Parent Board of Directors upon the Effective Time shall have occurred, and, if such actions included an amendment to Parent's Bylaws, such amendment shall have been approved at the Parent Stockholders' Meeting and shall be substantially as described in Section 5.12.

Parent Board of Directors. All actions necessary in order for the New Directors nominated solely by the Company (and if a third nominee is mutually agreed and accepts such nomination, such jointly nominated New Director) to become members of the Parent Board of Directors, and to adopt the Parent Bylaw Amendment and to effect the Parent Appointment Confirmation, upon the Effective Time shall have occurred.

Parent Board of Directors. The Board of Directors of Parent will take all actions reasonably necessary, such that, effective upon the Effective Time, R. Jame▇ ▇▇▇▇▇ ("▇r. ▇▇▇▇▇") ▇nd one other person, as determined by Parent's Board of Directors and the Company, shall be appointed to Parent's Board of Directors.