Board of Executive Officers Sample Clauses

Board of Executive Officers. 7.1. The Shareholders of the Agreement agree that the management of NET SERVIÇOS and of its subsidiaries shall be professional, with a view to obtaining results and excellence in the performance of its activities. In addition, the Shareholders of the Agreement agree that the persons appointed for the positions at the Board of Executive Officers of NET SERVIÇOS and of its subsidiaries shall have accredited professional merits, besides experience and qualification appropriate to their position, with proved technical/administrative qualifications. 7.2. The Board of Executive Officers of NET SERVIÇOS and of each company controlled by NET SERVIÇOS shall be composed of three (3) Executive Officers, one (1) Chief Executive Officer, one (1) Chief Operations Officer and one (1) Chief Financial Officer. 7.2.1 At the election of Executive Officers of NET SERVIÇOS and companies controlled by NET SERVIÇOS, as long as the persons chosen fulfill the qualifications described above, the Shareholders of the Agreement shall observe the following provisions, as well as shall cause that the Board of Directors’ members elected thereby to observe shall ensure that NET SERVIÇOS exercises its voting right in the general meetings, partners meetings or amendments to the charter of subsidiaries, so that:
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Board of Executive Officers. The Board of Executive Officers shall be comprised of a minimum of 3 (three) and a maximum of 6 (six) members elected by the Board of Directors, and the positions of Chief Executive Officer and Chief Financial Officer shall always be filled, and the remaining Officers shall not have a specific designation. 1st Paragraph — The position of Investor Relations Officer may be exercised together or separately from other positions. 2nd Paragraph — The term of office of Executive Officers shall be 2 (two) years, re-election permitted and subject to the provisions of Article 70 hereof. The Executive Officers shall remain in office until the appointment of their replacements. 3rd Paragraph — The Board of Executive Officers will act as a joint decision-making body, except for the individual functions of each of its members, in accordance with these Bylaws.
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Board of Executive Officers. Pursuant to the Bylaws, the Board of Executive Officers shall be comprised of 5 (five) members, out of which (a) 1 (one) shall be the Chief Executive Officer (Diretor Presidente), (b) 1 (one) shall be the Chief Operations Officer (Diretor Vice-Presidente de Operações), (c) 1 (one) shall be the Financial Officer and (d) 2 (two) shall be Commercial Officers, all of them with duties provided for in the Bylaws. The duties of the Investor Relations Officer shall be assigned to any of the foregoing officers, as may be determined by Isa and Paladin.
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Board of Executive Officers. The Company’s Board of Executive Officers will have a unified mandate of two (2) years, reelection being allowed, and will be composed of at least two (2) and at most four (4) members, all residing in the country, elected and removable at any time by the Board of Directors, being one the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the other officers having a specific designation. 3.3.1. Subject to the provisions of Section 3.3.2 below, for as long as each Shareholder holds an interest of fifty percent (50%) of the Company’s total and voting share capital, all Directors shall be elected by a majority of the members of the Board of Directors, except, however, that (i) the members of the Board of Directors appointed by Semantix will have the right to appoint the CEO and up to one additional Director, without specific designation; (ii) the members of the Board of Directors appointed by Excella will have the right to appoint up to two Directors, without specific designation. Should any Shareholder now hold an interest equal to or greater than forty-five percent (45%) and less than fifty percent (50%) of the Company’s total and voting share capital, the member of the Company’s Board of Directors nominated by such Shareholder will have the right to nominate an executive officer without specific designation. Notwithstanding the provisions above, the Parties must approve the nomination made by the other Party for the Executive Board within fifteen (15) days after such nomination and prior to the investiture of such officer in the respective position, it being understood that the non-approval will only be accepted upon justifiable grounds. 3.3.2. For purposes of Section 3.3.1 above, unless otherwise agreed by the Shareholders, the members of the Company’s Board of Directors nominated by Excella and Semantix may only appoint members to the Company’s Board of Directors after Excella and Semantix, respectively, have hired a prominent recruitment firm chosen by the Shareholders jointly to organize and coordinate a formal search process for the applicable Director, it being understood that members of the Company’s management and market professionals, with recognized competence in the Company’s industry and a good reputation, may participate in this process. 3.3.3. At any time, (i) Excella may request the removal of the Directors appointed by the Semantix Directors pursuant to this Agreement, and/or (ii) Semantix may request the removal of the Dir...
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Board of Executive Officers. 4.2.1. Each of the Shareholders will exercise its rights provided for in this Agreement, and will direct its representatives on the Board of Directors of the Company to exercise their voting rights to ensure the election of the Board of Executive Officers according to this item 4.2. 4.2.2. The Board of Executive Officers will consist of a minimum of three (3) and a maximum of (5) members, with terms of office of two (2) years, to which offices they may be reelected. One of the executive officers shall be the Chief Executive Officer and the others shall have no specific designation. 4.2.2.1. The Chief Executive Officer shall establish the individual attributions of the executive officers and of the members of the Company's senior management, and may for such purpose develop Internal Rules and submit them to the resolution of the Board of Directors. 4.2.2.2. The Chief Executive Officer shall indicate, among the executive officers, the one who shall substitute him/her during occasional impediments. 4.2.3. The Executive Officers, which might be chosen among the staff of professionals of any one of the Shareholders or recruited in the market, shall be elected by the Board of Directors in accordance with the appointment of CBD Companies, in either case being professionals who have renowned competence and flawless reputations. 4.2.4. The Executive Officers shall be evaluated every six months by the Board of Directors of the Company, according to the Key Performance Indicators (KPIs) based on the best practices in the market. 4.2.5. The Shareholders agree that CBD shall be responsible for the operating and administrative management of the Company. Thus, CBD shall have total freedom to take any and all decisions relating to the day-to-day operations of the Company's stores, provided that the direct management of the businesses shall be conducted by experienced professionals with flawless reputation and renowned technical competence who have the necessary qualifications to the performance of their duties. 4.2.5.1. The Board of Executive Officers shall have total freedom to take any operating decisions, including, but not limited to: (i) appointment and removal of the other executives of the Company, (ii) changes to the stores' format, and (iii) general decisions in hiring and dismissing the Company's employees. 4.2.6. SENDAS agrees to ensure that its representatives on the Board of Directors of the Company vote together with the representatives of CBD Companies to a...
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Related to Board of Executive Officers

  • Executive Officers To the knowledge of the Company, no executive officer or person nominated to become an executive officer of the Company (a) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding minor traffic violations) or (b) is or has been subject to any judgment or order of, the subject of any pending civil or administrative action by the Securities and Exchange Commission or any self-regulatory organization.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • 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).

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • President and Chief Executive Officer The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

  • 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.

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