Board of Officers Sample Clauses

Board of Officers. 8.1 Except as otherwise agreed by the Parties pursuant to Section 8.3, the Company shall have a senior management team consisting of 6 (six) officers (diretores) (each, an "Officer"), who shall be the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief Administrative Officer, the Chief Commercial Officer and the General Counsel. Such executive Officers shall comprise the Board of Officers and shall be responsible for conducting the day-today management activities and operations of the Company. 8.2 Each Officer must reside in Brazil, be eligible for the position of managers and shall hold office for a term of 2 (two) years and may serve an unlimited number of consecutive terms; provided, however, that any such Officer, if not reappointed by the Board of Directors as a Major Decision in accordance with Section IX, shall tender his or her resignation letter or otherwise be removed by the Board of Directors upon his or her completion of each such term. Any such term otherwise shall be terminated by such Officer's earlier death, disability, retirement, resignation or removal. Any Officer may resign at any time upon notice in writing to the Board of Directors. Such resignation shall take effect at the time specified in such written notice and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Any Officer may be removed at any time, with or without cause, by the Board of Directors. 8.3 The appointment of the Officers shall take place at a meeting of the Board of Directors called for this specific purpose and the Directors may only appoint Officers with expertise in the related area, provided that each Party shall have the right to appoint [•]Officer of the Company, and the New Investor shall have the right to appoint no more than [•] managers for the following areas or departments of the Company: [•]. The position of the Officer to be appointed pursuant to this Section 8.3 shall be mutually agreed by the Parties. The right of the Parties to appoint each one Officer of the Company set forth in this Section 8.3 may be exercised at any time during the term of this Shareholders’ Agreement. For such purposes, the Shareholders shall cause the members of the Board of Directors appointed by each of them to exercise their voting rights in order to comply with the provision of this Section 8.3.
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Board of Officers. The Board of Officers consists of two (2) members, all of which appointed by the Board of Directors.
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Board of Officers. (a) The Company shall have a Board of Officers comprised of at least three (3) members and a maximum of nine (9) members. The Executive Officers shall be appointed for a term of office of three (3) years.
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Board of Officers. The initial Board of Officers shall consist of either one Chief Executive Officer (“CEO”) or one officer superintendent (Diretor Superintendente), one Financial Officer (Diretor Financeiro) and such additional senior management as may be necessary. The Board of Officers shall be responsible for routine management of the activities of the Company. The members of the Board of Officers shall perform their duties in accordance with applicable laws, the by-laws of the Company, and any internal guidelines of the Company (including instructions given by the Board of Directors). The Board of Directors may alter the composition of the Board of Officers from time to time by majority vote.
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Board of Officers. (a) Unless all of the members of the Board of Officers are present or those not present waive notice, no meeting of the Board of Officers shall be validly convened unless five (5) days written notice thereof, specifying the business to be transacted at the meeting is given to all members of the Board of Officers. In the event that such notice is given, the presence of at least a majority of the members of the Board of Officers shall be required to constitute a quorum at any meeting of the Board of Officers. (b) No resolution with respect to any matter may be put forth to any meeting of the Board of Officers unless the notice of the meeting contains reasonable detail of the matter, including any supporting documentation, or unless all of the members of the Board of Officers are present and do not object to the matter being put to the meeting or otherwise waive the provisions of this Section 6.14(b). (c) The Board of Officers shall act by resolution, which must be adopted by a majority of the members of the Board of Officers present at any meeting.
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Board of Officers. The day to day operations of the Company shall be the responsibility of (i) the Board of Officers of the Company (as elected pursuant to Clause 3.1.3), who shall perform such functions in accordance with the duties and powers set out in the Articles and By-Laws (New) and in accordance with Applicable Law, and (ii) the Manager under and in accordance with the terms of the Services Agreement.
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Board of Officers. (Diretoria)
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Board of Officers. The Parties agree that the Company’s Board of Directors shall no longer be required to appoint a chief operational officer (Diretor de Operações).
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Board of Officers. Collectively, the officers of the Chapter shall make up the Board of Officers. The Board of Officers shall be the governing and policy-making body of the Chapter and shall have responsibility for supervising the activities of the Chapter.
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Related to Board of Officers

  • Certificate of Officers Parent and Acquisition Corp. shall have delivered to the Company a certificate dated the Closing Date, executed on their behalf by their respective Presidents, certifying the satisfaction of the conditions specified in paragraphs (a), (b), and (c) of this Section 8.2.

  • Authority of Officers The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Manager or the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the officers taken in accordance with such powers shall bind the Company.

  • Duties of Officers Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

  • Compensation of Officers The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

  • 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.

  • Election of Officers After their election the Managers shall meet and organize by electing a President from their own number, a Secretary and a Treasurer, and any other officers determined to be necessary by the Board, who may, but need not, be Managers. Any two or more of such offices, except those of President and Secretary, may be held by the same person.

  • 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.

  • Resignation of Officers and Directors Parent shall have received a written resignation from each of the officers and directors of the Company effective as of the Effective Time.

  • Appointment of Officers The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

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

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