Board of Managers and Officers Sample Clauses

Board of Managers and Officers. Authorize and permit the Administrator's directors, officers or employees who may be elected or appointed as trustees or officers of the Fund to serve in such capacities, without remuneration from or other cost to the Fund or any Series;
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Board of Managers and Officers. (a) The Initial Member hereby agrees that the business and affairs of the Company shall be managed by or under the direction of a board of Managers (the "Board of Managers") designated by the Initial Member. Subject to the Act and the express limitations contained in this Agreement, the Board of Managers shall have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of the Company, to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, including, without limitation,
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Board of Managers and Officers. The Board of Managers of the Surviving Company at the Effective Time shall be as set forth in the Amended LLC Agreement, each such member of the Board of Managers to hold office in accordance with the Certificate of Formation and the Amended LLC Agreement of the Surviving Company until the earlier of such member's resignation or removal, or until such member's respective successors are duly elected and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Company, each to hold office in accordance with the Certificate of Formation and Amended LLC Agreement of the Surviving Company until the earlier of such officer's resignation or removal, or until such officer's respective successors are duly elected and qualified, as the case may be.
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Board of Managers and Officers. From and after the Effective Time, until successors are duly elected or appointed, the board of managers and officers of the Merger Sub as of the Effective Time shall be the board of managers and officers, respectively, of the Surviving Entity.
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Board of Managers and Officers. The board of trust managers of the Surviving Company shall consist of Scotx X. Xxxxxxxx, Xxmex X. Xxxxxx, Xxbexx X. Xxxxx xxx Albexx X. Xxxxx, xxd those persons shall continue to serve for the balance of their unexpired terms or their earlier death, resignation or removal. Seller shall cause all other members of the Board of Managers of Seller immediately prior to the Effective Time to submit their resignations as Board Managers on or prior to the Closing Date. Immediately prior to the Closing, all officers of Seller shall resign and all officers and directors of all Seller Subsidiaries shall resign.
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Board of Managers and Officers. The Board of Managers and Officers of the Surviving Entity shall be elected as set forth in the Operating Agreement.
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Board of Managers and Officers. From and after the Effective Time, until successors are duly elected or appointed, the board of managers and officers of the Merger Sub as of the Effective Time shall be the board of managers and officers, respectively, of the Surviving Entity. 4 1.07 Estimated Cash, Estimated Indebtedness, Estimated Transaction Tax Benefits, Estimated Pre-Closing Income Tax Amount, Estimated Net Working Capital and Estimated Transaction Expenses. Not less than three (3) business days prior to the anticipated Closing Date, the Company, on behalf of the Unitholders, shall deliver to the Purchaser the Company’s good faith calculation of its estimate of (a) the amount of Cash as of the opening of business on the Closing Date (“Estimated Cash”), (b) Net Working Capital as of the opening of business on the Closing Date (“Estimated Net Working Capital”), (c) the amount of Indebtedness which will be outstanding immediately prior to the Effective Time (“Estimated Indebtedness”) (d) the amount of Transaction Tax Benefits (“Estimated Transaction Tax Benefits”), (e) the Pre-Closing Income Tax Amount (“Estimated Pre-Closing Income Tax Amount”) and (f) the amount of Transaction Expenses which will be outstanding immediately prior to the Effective Time (“Estimated Transaction Expenses”), together with a calculation of the Closing Residual Cash Consideration on the basis of such estimates (including the Aggregate Class A Preference Amount, the Special Class B Escrow Amount and the Holdback Amount); and with workpapers showing the calculation of Estimated Transaction Tax Benefits and Estimated Pre-Closing Income Tax Amount. 1.08 Final Cash, Final Indebtedness, Transaction Tax Benefits, the Pre-Closing Income Tax Amount, Final Net Working Capital and Final Transaction Expenses Calculations. (a) As promptly as possible, but in any event within 60 days after the Closing Date, the Purchaser will deliver to the Representative a statement showing the calculation of the amount of Cash as of the opening of business on the Closing Date, the amount of Indebtedness outstanding immediately prior to the Effective Time, the Net Working Capital as of the opening of business on the Closing Date, Transaction Tax Benefits, the Pre-Closing Income Tax Amount and the amount of Transaction Expenses (the “Preliminary Statement”). The Preliminary Statement shall be prepared and the amount of Cash, the amount of Indebtedness and the Net Working Capital shall be determined on a consolidated basis in accordance wit...
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Board of Managers and Officers 
Sample 1

Related to Board of Managers and Officers

  • Managers and Officers The managers of Merger Sub immediately prior to the Effective Time shall be the managers of the Surviving Company and shall hold office until their respective successors are duly appointed, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company and shall hold office until their respective successors are duly appointed and qualified, or their earlier death, resignation or removal.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Indemnification of Company, Directors and Officers and Selling Stockholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Stockholder and each person, if any, who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

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