3Duties. Employee agrees to undertake and perform all duties and services required to perform the Services. A summary of the Services are· set forth in Exhibit A. Employee shall report to Rxxx Xxxxxxx, CTO of the Company. Employee shall perform the services contemplated herein faithfully, diligently, to the best of Employee's ability, and in the best interests of the Company.
3Duties. Executive will render such business and professional services in the performance of Executive’s duties (consistent with Executive’s position as Chief Development Officer to the Company, and for the benefit of the Company’s parent, Bicycle Therapeutics plc (“BTL”)). Executive shall report to BTL’s Chief Executive Officer. For the avoidance of doubt and for ease of understanding the intent of the arrangement, all of Executive’s services described herein shall be provided directly to the Company, which will, in turn, provide such services to BTL pursuant to an arm’s length intra-company agreement. To the extent that Executive engages in any services contemplated herein on BTL’s behalf that involve the execution and negotiation of legal documents, such services will be performed in the United Kingdom. Executive shall be expected to perform Executive’s duties under this Agreement out of the Company’s office in Cambridge, Massachusetts, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.
3Duties. Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.
3Duties. During the Employment Period from and after the Amendment Effective Date, the Executive will perform such duties as are consistent with his title and position as Chairman of the Board of the Company, as such duties are described below: The Chairman of the Board shall have overall responsibility for the management and direction of the business and affairs of the Company and shall exercise such duties as customarily pertain to the office of Chairman of the Board. He shall be the senior officer of the Company. No other employee of the Company will have authority or responsibilities that are equal to or greater than those of the Executive, and the President and Chief Executive Officer of the Company will report directly to the Executive. In case of the inability or failure of the President to perform his duties, he shall perform the duties of the President. He may appoint and terminate the appointment or election of officers, agents or employees other than those appointed or elected by the Board of Directors. He may sign, execute and deliver, in the name of the Company, powers of attorney, contracts, bonds and other obligations. The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present. Notwithstanding the foregoing, the Executive will not be required to perform any duties or responsibilities which would be likely to result in non-compliance with, or a violation of, any applicable law or regulation.
d. The second sentence of Section 3.4 of the Employment Agreement is amended and restated in its entirety to read as follows with respect to the period from and after the Amendment Effective Date: ‘Taking into account the foregoing, the Executive may also serve as the President and CEO of Liberty Broadband, TripAdvisor Holdings and GCI Liberty, and as a director of such entities, during the Employment Period and such service shall not in any way be deemed (1) to breach this Agreement or any other agreement between the Executive and the Company or (2) to interfere with the performance of his duties hereunder.”
e. With respect to the period from and after the Amendment Effective Date, the words “the Chairman of the Company’s Board (the “Chairman”)” in Section 4.10(c)(iii) of the Employment Agreement are replaced with the words “Xxxx X. Xxxxxx (“Xxxxxx”)”, and all other references to “the Chairman” in Sections 4.10(c)(iii), (iv) and (v) are replaced with the words “Xxxxxx.”
3Duties. As of the Start Date, Executive shall be employed as the President and Chief Operating Officer of the Company. As Chief Operating Officer, Executive shall report to the Chief Executive Officer of Bio-Techne and to the Chair of the Board of Directors, and shall assume primary responsibility for Bio-Techne’s regular operations. Executive will transition to the position of President and Chief Executive Officer effective as of February 1, 2024 (the period from November 1, 2023 until February 1, 2024, the “Transition Period”), at which time Executive shall also be appointed as a director to the Bio-Techne Board of Directors. During the Term of this Agreement, Executive agrees to devote his full business and professional time, energy, diligence and best efforts to the business and affairs of Bio-Techne, and to perform such services and duties in connection with the business and affairs of Bio-Techne (i) as are customarily incident to Executive’s position and (ii) as may reasonably be assigned or delegated to him from time to time by the Board of Directors of Bio-Techne (the “Board”) or, during the Transition Period, the Chief Executive Officer. Executive shall render his services at the business office of Bio-Techne to which Executive is assigned, subject to any necessary travel. During the Term of this CEO Employment Agreement (10/2023) Agreement, Executive shall not, directly or indirectly, render any material services to any business, corporation, or organization whether for compensation or otherwise, without the prior knowledge and written consent of the Board. Executive may serve as a member of the Board of Directors for up to two for-profit entities, provided that it is not for any business competitive with any product or services marketed or planned for marketing by Bio-Techne, including any Boards on which Executive is a director as of the Start Date.
3Duties. Executive will report to the Chief Executive Officer and/or such other Company executives designated by the Chief Executive Officer, performing such duties as are normally associated with Executive’s then current position and such duties as are assigned to Executive from time to time, subject to the oversight and direction of the Chief Executive Officer or any applicable designee. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s Rockville, Maryland location, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be necessary or advisable for the efficient operations of the Company.
3Duties. Consultant agrees to undertake and perform all duties and services set forth on Exhibit A to this Agreement (the “Services”). Consultant shall perform the Services herein faithfully, diligently, to the best of Consultant's ability, and in the best interests of the Company.
3Duties. (a) To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, the Managers (each in his or her capacity as a Manager) shall owe no fiduciary or similar duty or obligation whatsoever to the Company, any Member or other holder of Units or any other Person. Whenever the Board, or any committee thereof, makes a determination or takes or declines to take any other action, then, unless another express standard is provided for in this Agreement (including, for the avoidance of doubt, as provided in the preceding sentence), the Board, or such committee (as the case may be), shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law or at equity. A determination, other action or failure to act by the Board or any committee thereof (as the case may be) will be deemed to be in good faith unless the Board or any committee thereof (as the case may be) believed such determination, other action or failure to act was adverse to the interests of the Company. In any proceeding brought by the Company, any Member or any Person who acquires an interest in a Unit or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith. Notwithstanding the foregoing, to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Act, no Manager shall be liable to the Company, any Member or other holder of Units or any other Person for breach of duties (including fiduciary duties).
(b) To the fullest extent permitted by law, including the Delaware Act, a Person, in performing his or her duties and obligations as a Manager under this Agreement, shall (i) serve in such capacity to represent the interests of the Member that designated such Manager and (ii) be entitled to act or omit to act at the direction of the Member that designated such Person to serve on the Board, considering only such factors, including the separate interests of the Member that designated such Manager and factors specified by such Member, as such Manager chooses to consider. Notwithstanding anything to the contrary, any action of a Manager or failure to act, taken or omitted in good faith reliance on the foregoing provision shall...
3Duties. Mx. Xxxx agrees to undertake and perform all duties and services set forth on Exhibit A to this Agreement (the “Services”). Mx. Xxxx shall perform the Services herein faithfully, diligently, to the best of Mx. Xxxx’x ability, and in the best interests of the Company.
3Duties. Executive will report to the Chairperson (the “Chair”) of the Board and/or such other Board officers or committees designated by the Chair, performing such duties as are normally associated with Executive’s positions as President and Chief Executive Officer and such duties consistent therewith as are assigned to Executive from time to time by the Chair, subject to the oversight and direction of the Chair or any applicable designee; provided, however, that unless Executive is incapacitated by illness or injury from fully performing his duties or otherwise provides his consent, Executive will not be required to report to an Executive Chair. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s Rockville, Maryland location, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be necessary or advisable for the efficient operations of the Company.
