Directors or Officers Sample Clauses

Directors or Officers. The management of the Company is vested exclusively in its members. The Vendor is, and the Purchaser shall be upon the Closing, the sole member of the Company with, in its capacity as sole member, authority to make all decisions and take all actions for the Company as, in its sole discretion, it shall deem necessary and appropriate to enable the Company to carry out any lawful activity, including but not limited to carrying on the acquisition, ownership, operation and disposition of oceangoing vessels. Notwithstanding its authority to do so as sole member of the Company, the Vendor has not appointed or elected any individuals to officer positions of the Company.
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Directors or Officers. The management of each Target Company is vested exclusively in its Board of Directors (or comparable governing body). A Vendor Group Company is, and the Purchaser (or its nominee) shall be upon the Closing, the sole member or sole shareholder (as the case may be) of each Target Company with, in its capacity as such, authority to select the Board of Directors (or comparable governing body) which shall make all decisions and take all actions for the Target Company as, in their sole discretion, they shall deem necessary and appropriate to enable the Target Company to carry out any lawful activity, including but not limited to carrying on the acquisition, ownership, operation and disposition of oceangoing vessels.
Sample 1Sample 2
Directors or Officers. SCHEDULE. 4.26 correctly lists all of the present officers, directors and any other key management personnel of each Acquired Ryder Entity.
Sample 1
Directors or Officers. The management of Navion Gothenburg LLC is vested exclusively in its members. The Vendor is, and the Purchaser shall be upon the Closing, the sole member of Navion Gothenburg LLC with, in its capacity as sole member, authority to make all decisions and take all actions for Navion Gothenburg LLC as, in its sole discretion, it shall deem necessary and appropriate to enable Navion Gothenburg LLC to carry out any lawful activity, including but not limited to carrying on the acquisition, ownership, operation and disposition of oceangoing vessels. Notwithstanding its authority to do so as sole member of Navion Gothenburg LLC, the Vendor has not appointed or elected any individuals to officer positions of Navion Gothenburg LLC. The management of Navion Gothenburg AS is vested in its Board of Directors: Xxxxxxx Xxxx — Chairman; Arve Torkjel Ustgard — Managing Director; and, Xxxxx Xxxxxxx. Teekay Shipping Norway AS is, and Teekay Norway AS shall be upon the Closing, the sole shareholder of Navion Gothenburg AS with, in its capacity as shareholder, authority to appoint Directors to the Board of Navion Gothenburg AS to make all decisions and take all actions for Navion Gothenburg AS as, in its sole discretion, it shall deem necessary and appropriate to enable Navion Gothenburg AS to carry out any lawful activity.
Sample 1
Directors or Officers. Schedule 3.1.14 correctly lists all of the present officers and directors of the Company and its Subsidiaries.
Sample 1
Directors or Officers. The management of Navion Bergen LLC is vested exclusively in its members. The Vendor is, and the Purchaser shall be upon the Closing, the sole member of Navion Bergen LLC with, in its capacity as sole member, authority to make all decisions and take all actions for Navion Bergen LLC as, in its sole discretion, it shall deem necessary and appropriate to enable Navion Bergen LLC to carry out any lawful activity, including but not limited to carrying on the acquisition, ownership, operation and disposition of oceangoing vessels. Notwithstanding its authority to do so as sole member of Navion Bergen LLC, the Vendor has not appointed or elected any individuals to officer positions of Navion Bergen LLC. The management of Navion Bergen AS is vested in its Board of Directors: Xxxxxxx Xxxx – Chairman; Arve Torkjel Ustgard – Managing Director; and, Xxxxx Xxxxxxx. Teekay Shipping Norway AS is, and Teekay Norway AS shall be upon the Closing, the sole shareholder of Navion Bergen AS with, in its capacity as shareholder, authority to appoint Directors to the Board of Navion Bergen AS to make all decisions and take all actions for Navion Bergen AS as, in its sole discretion, it shall deem necessary and appropriate to enable Navion Bergen AS to carry out any lawful activity.
Sample 1
Directors or Officers. Nothing in this Agreement will limit or restrict Stockholder from (1) acting in Stockholder’s capacity as a director or officer of the Company, to the extent applicable, it being understood that this Agreement shall apply to Stockholder in Stockholder’s capacity as a stockholder of the Company, or (2) voting in Stockholder’s sole discretion on any matter other than matters referred to in Section I.A.
Sample 1
Directors or Officers. The management of the Company is vested in its Board of Directors: Xxxxx Xxxxxxxx, Xxxxx Manastarovski, and Xxxxx Xxxx. The Vendor is, and the Purchaser shall be upon the Closing, the sole shareholder of the Company with, in its capacity as shareholder, authority to appoint Directors to the Board of the Company to make all decisions and take all actions for the Company as, in its sole discretion, it shall deem necessary and appropriate to enable the Company to carry out any lawful activity.
Sample 1
Directors or Officers. Schedule 3.6.1 correctly --------------------- -------------- lists all of the present officers and directors of TCM and its Subsidiaries.
Sample 1

Related to Directors or Officers

  • Loans to Directors or Officers There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or directors of the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Liability for directors, officers or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Board of Directors and Officers The directors of Sub at the Effective Time and Xxxxx Xxxxxx and Xxxx X. Xxxxxx shall, from and after the Effective Time, be the initial directors of the Surviving Corporation and the officers of the Company shall be the officers of the Surviving Corporation, in each case until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal, in accordance with the Surviving Corporation's Articles of Incorporation and By-laws.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Board of Directors; Officers The directors of Sub immediately prior to the Effective Date shall be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Date shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • The Board of Directors 11.1 The Company shall have a board of directors (the “Board”). The composition, powers, duties and operational procedures of the Board and other related matters shall be as stipulated in the Articles of Association. 11.2 The Board shall be the highest authority of the Company. The Board shall consist of six (6) directors, four (4) of whom shall be appointed by Party A, and two (2) of whom shall be appointed by Party B. In the event that the percentages of the Parties’ respective equity interest in the Company changes, the number of directors to be appointed by each Party shall reflect, as nearly as possible, its Equity Interest in the Company after the change and shall be in accordance with the applicable PRC laws and regulations. 11.3 The power to nominate the Chairperson of the Board shall belong to Party A. The power to nominate the Vice Chairperson of the Board shall belong to Party B. 11.4 The Chairperson of the Board shall be the legal representative of the Company, and shall have the authority conferred upon him/her by the relevant PRC laws and regulations and by the Board. The Vice-Chairperson of the Board shall have the authority conferred upon him/her by the relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act in accordance with the provisions of this Contract and of the Articles of Association. 11.6 Whenever the Chairperson of the Board is unable to perform his/her responsibilities for convening and presiding over meetings of the Board for any reason, he/she shall authorize the Vice-Chairperson of the Board. If the Vice-Chairperson is unable to perform his/her responsibilities for convening and presiding over meetings of the Board for any reason, the Chairperson shall authorize another director to act on his/her behalf.

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