Officers and Employees. (a) The day-to-day operational management of the Company may be exercised by such officers of the Company as may be appointed from time to time in accordance with this Section 4.3 (the “Officers”). The Managers may appoint such Officers as they may determine from time to time. The Officers, subject to the direction and control of the Managers, shall do all things and take all actions necessary to run the business of the Company. Each Officer shall have the powers and duties as may be prescribed to him or her by the Managers and, to the extent not so prescribed, as generally pertain to their respective offices. Each Officer shall hold office at the pleasure of the Managers. Each Officer shall serve until the earlier of his or her death, resignation or removal, and any Officer may be removed at any time, with or without cause, by the Managers. Any vacancy in any office shall also be filled by the Managers. Any Officer may resign at any time by delivering his or her written resignation to the Managers.
Officers and Employees. (a) The day-to-day operational management of the Company may be exercised by such officers of the Company as may be appointed from time to time in accordance with this Section 4.3 (the “Officers”). The Managers may appoint such Officers as they may determine from time to time. The Officers, subject to the direction and control of the Managers, shall do all things and take all actions necessary to run the business of the Company. Each Officer shall have the powers and duties as may be prescribed to him or her by the Managers and, to the extent not so prescribed, as generally pertain to their respective offices. Each Officer shall hold office at the pleasure of the Managers. Each Officer shall serve until the earlier of his or her death, resignation or removal, and any Officer may be removed at any time, with or without cause, by the
Officers and Employees. Schedule 4.14 contains a correct and complete list of (a) all of the officers of each member of the Company Group as of the date of this Agreement, specifying their position, annual rate of compensation, primary work location, and length of service, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) of each member of the Company Group as of the date of this Agreement, specifying their position, status (i.e., whether active or on a leave of absence), annual salary or hourly wages, as applicable, primary work location, length of service, date of hire or commencement date, as applicable, consulting fees, classification as exempt or non-exempt under applicable wage and hour Laws, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement. No member of the Company Group is a party to or bound by any Employment Agreement. The Company has provided to Parent correct and complete copies of each Employment Agreement to which any member of the Company Group is a party, or by which any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the applicable member of the Company Group. There is no existing default or breach of any member of the Company Group, as applicable, under any Employment Agreement. No member of the Company Group nor any Stockholder has received a claim from any Governmental Entity to the effect that any member of the Company Group has improperly classified as an independent contractor any Person named on Schedule 4.14. To the Knowledge of the Company, no member of the Company Group nor any Stockholder has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions or otherwise. All officers and employees of each member of the Company Group are active on the date of this Agreement. No employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Date.
Officers and Employees. The election of an individual to serve in any capacity with the Company is subject to any findings of suitability, qualifications or approvals required under any Gaming Laws. For purposes of this Agreement, an individual shall be qualified to serve as an officer or in any other capacity, for so long as that individual is determined to be, and continues to be, qualified and deemed suitable by all Gaming Authorities and under all applicable Gaming Laws. In the event any such individual does not continue to be so qualified and suitable, that individual shall be disqualified and shall cease to be an officer or serve in such other capacity with the Company.
Officers and Employees. Except as otherwise agreed by the parties hereto, effective as of the Distribution Date, all officers or employees of the UNOVA Group who are acting as directors or officers of the Western Atlas Group and are UNOVA Employees shall resign from such positions with the Western Atlas Group.
Officers and Employees. 20 Section 4.16
Officers and Employees. Schedule 3.25 hereto contains a list of the names of each officer and each full-time employee of Company employed in the Business at the date hereof and such person’s position. Since September 30, 2014, except as set forth on Schedule 3.25, there has been no change of, or agreement to change, any terms of employment, including without limitation, salary, wage rates or other compensation, of any officer or employee of Company employed in the Business. Company will use its commercially reasonable best efforts to induce all employees of Company employed in the Business to continue their respective employment following the Closing Date. For each employee hired by Company after January 1, 2014, Company has verified appropriate documents and has a verified and signed INS Form I-9 for each such employee, if required. All such forms are in Company’s possession and shall be turned over to Parent for each employee accepting employment with Parent as of the Closing. Company has not received any information that would lead it to believe that a material number of the employees of Company employed in the Business will or may cease to be employees of Company, or will refuse offers of employment from Parent, because of the consummation of the Merger Transactions to which it is a party.
Officers and Employees. 5.6.21 The officers and employees necessary for the proper conduct of business of the NMRWB may be engaged by and shall be remunerated by the NMRWB.
Officers and Employees. 5.2.24 The officers and employees necessary for the proper conduct of business of the NWMB may be appointed and shall be remunerated by the NWMB.
Officers and Employees. (a) Both PEDCO Manager and MIEJ Managers are entitled to nominate corporate officers of the Company, subject to approval by the Board. Any officer so expressly designated shall have such authority and perform such duties as the Board may, from time to time, delegate to such officer.
