Purchaser Board Clause Samples

Purchaser Board. The Purchaser shall take all necessary actions (including obtaining shareholder approval) to ensure that effective as of the Effective Time or as soon as practicable thereafter, the Purchaser Board will be comprised of up to seven directors, as follows: (a) five directors selected by the Purchaser from the existing Purchaser Board and management; and (b) two directors selected by the Company from the existing Company Board and management; provided that, each such nominee shall be: (i) a member of the Company Board as of the date of this Agreement; (ii) eligible to be a director of the Purchaser pursuant to applicable Laws; and (iii) “independent” with respect to both the Company and the Purchaser, as such term is defined in Section 1.4 of National Instrument 52-110 – Audit Committees, and each such director shall serve until the next annual meeting of the Purchaser or until their successor is elected or appointed.

Purchaser Board. The Purchaser Board will, subject to compliance with applicable corporate laws and the Purchaser’s Charter Documents, adopt a resolution appointing Li to the Purchaser Board, with such appointment to be effective on Closing.

Purchaser Board. Each of Purchaser and the Company shall take all necessary actions so that, immediately upon adjournment of the Purchaser Stockholders Meeting or Additional Purchaser Stockholders Meeting at which the Purchaser Stockholder Approval is obtained, the Purchaser Board shall be comprised of (w) one individual as designated by Purchaser and who shall be designated in writing pursuant to the Merger Agreement; (x) one individual as designated by the Company Board and who shall be designated in writing pursuant to the Merger Agreement; (y) two individuals that qualify as “independent” under the Nasdaq rules as designated by the Company Board and who shall be designated in writing under the Merger Agreement; and (z) one individual that qualifies as “independent” under the Nasdaq rules as designated jointly by the Company Board and Purchaser Board and who is designated in writing under the Merger Agreement, provided that a majority of the persons outlined in (w) through (z) hereof shall qualify as an “independent director” under Nasdaq rules and regulations.

Purchaser Board. At or prior to the Closing, the current directors of the Purchaser will adopt resolutions appointing to the Purchaser Board at least one nominee by the Target, which will be effective as of the Closing.

Purchaser Board. Conditioned upon the occurrence of the Closing, and subject to any limitation with respect to any specific individual imposed under applicable Laws and the listing requirements of the NYSE, Purchaser shall take all actions reasonably necessary or appropriate to cause, effective as of the Closing, the board of directors of Purchaser to include ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Purchaser Board. (a) On or prior to the Closing Date, the current directors of the Purchaser will adopt resolutions setting the number of directors of the Purchaser at seven (7), with two (2) of such directors to be nominees of the Purchaser and the balance to be nominees of the Target, with such increase in Purchaser Board Size and Purchaser and Target nominee appointments to be effective as of the Closing. (b) The Target agrees to use its commercial best efforts to cause the Target Securityholders and the Target Optionholders to vote their Consideration Shares, and any other Purchaser Shares they may acquire, in favour of the two (2) nominees of the Purchaser to the Purchaser Board, for a period of three (3) years following the Closing.

Purchaser Board. The Purchaser Board has unanimously: (i) determined that the Consideration to be paid by the Purchaser pursuant to the Arrangement and this Agreement is fair and that the Arrangement is in the best interests of the Purchaser and the Purchaser Shareholders; and (ii) authorized the entering into of this Agreement and the performance by the Purchaser of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations.

Purchaser Board. Each of Purchaser and the Company shall take all necessary actions so that, immediately after the Closing, the Purchaser Board shall be comprised of five members, including (i) the four current members of Purchaser Board set forth on Schedule 1.05(a)(i) and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇, who is designated by the Company. Each of Purchaser and the Company shall take all necessary actions so that, immediately upon adjournment of the Purchaser Stockholders Meeting or Additional Purchaser Stockholders Meeting at which the Purchaser Stockholder Approval is obtained, the Purchaser Board shall be comprised of: (w) one individual as designated by Purchaser and whose name is set forth on Schedule 1.05(a)(w); (x) one individual as designated by the Company Board and whose name is set forth on Schedule 1.05(x); (y) two individuals that qualify as “independent” under Nasdaq rules as designated by the Company Board and whose names are set forth on Schedule 1.05(a)(y); and (z) one individual that qualifies as “independent” under Nasdaq rules as designated jointly by the Company Board and Purchaser Board and whose name is set forth on Schedule 1.05(z), provided that a majority of the persons set forth in (w) through (z) hereof shall qualify as an “independent director” under Nasdaq rules and regulations.

Purchaser Board. The current directors of the Purchaser will, subject to compliance with applicable corporate laws and the Purchaser’s Charter Documents, adopt resolutions appointing ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, and such other person as the Target may advise to the Purchaser Board and accepting the resignations of ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ Toljanich from the Purchaser Board, with such appointments and resignations to be effective on Closing.