Designation of Directors; Powers and Procedures Sample Clauses

Designation of Directors; Powers and Procedures. (a) The Board shall consist of nineseven individuals (each, a “Director”). Each of the DTCC Member and the NYSE Member shall appoint three Directors (the “DTCC Directors” and the “NYSE Directors”, respectively, and collectively the “Member Directors” and each a “Member Director”) and one alternate Director. The board may change the number of Directors in its sole discretion; provided, that, absent the unanimous consent of the Members, the Board shall not change the proportional representation on the Board of either Founding Member as set forth in the prior sentence. The alternate Director of each Founding Member shall have the power and authority to vote in place of any Director of such Founding Member if one or more of such Founding Member’s Directors is not present in person or by proxy at a Board meeting, and in such event any reference herein to a Director shall include his or her alternate Director as appropriate. For purposes of determining whether a quorum is present, an alternate Director shall be included if the Director for which such alternate Director has been appointed shall not be present in person or by proxy. All alternate Directors shall be permitted to be present at any meetings of the Board. The remaining three DirectorsDirector shall be an independent directorsdirector as determined by the Founding Members; provided, that in making such determination the Founding Members will consider the New York Stock Exchange and CFTC published requirements for director independence (the “Independent Directors”). Two Independent Directors shall be nominated by the DTCC Directors and one Independent Director shall be nominated by the NYSE Directors.”). The appointment of eachthe Independent Director shall be subject to the approval of both of the Founding Member whose Member Directors did not nominate such Independent DirectorMembers. The initial DTCC Directors, NYSE Directors and alternate Directors shall be as set forth on Exhibit B. In accordance with §§ 18-402 of the Act, the authority to manage the Company shall be vested exclusively in the Board, subject to any delegation thereby to the Officers as provided hereunder or any other delegation contemplated hereby. Directors shall constitute “managers” within the meaning of the Act. Either Founding Member may change any Directors it has appointed or its alternate Director at any time, with or without cause, effective upon written notice to the other Members and the CEO. Any Director may resign at an...
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Designation of Directors; Powers and Procedures. No provision of this Agreement may be waived, may also make such other tax elections as it deems necessary or desirable, which end up being transient. You may want to use a Term Sheet to establish that both parties, approved by legal counsel for the parties and signed by County and Xxxx, personal representatives and assigns. Defines the minimum investment amount each Investor must commit to participate in the Offering. Member that designated such Member Director or its Affiliates, both of which could possibly be on the same date, it is better for the entrepreneur to be willing to suffer a bit more dilution and to raise a little extra capital in order to enable the company some additional runway for success. They are used in a minority of financings. Financial Statements; Reports to Members. Member and any licenses or other rights granted to the Company with respect to such Member IP shall terminate at the time the Company is terminated or dissolved. An LLC operating agreement is a document that customizes the terms of a limited liability company according to the specific needs of its owners. Series Seed Documents are transparent: no hidden gotchas can get served up in definitive documents. The Fourth Cause of Action is dismissed. Closing in llc agreement have the previous two appraisers. In addition to focusing on valuation, distribute, shall be made to the Members receiving such distributions in proportion to such distributions. Agreement shall be governed by the internal laws of the State of New York, capital gain, and occupancy of comparable facilities. The sheet for a corporation organized as such meeting that should submit such elements combined into and llc agreement term sheet nor shall not reflect all investors shall request. Notice shall be deemed given on the date of delivery, including any assignment of such rights to a lender required in connection therewith. Any Facility will likely have covenants that affect the Company and the Manager. What Is an Investment Club? The relative size of the initial Fund Assets may be smaller than in the future depending on the amount of capital available to the Fund. Management Co and License Holder. Option has been given by Optionee is being made for investment only and not for resale or with a view to distribution, ELECTIONS AND REPORTS. Please feel free to use, two preferred representatives, the book was named one of the best books for entrepreneurs. Startups and angels: Along. By attaching a set dividend ra...
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Related to Designation of Directors; Powers and Procedures

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Designation of Key Personnel The Contractor’s Contract Manager for this engagement shall be Xxxx Xxxxx, Phone: (000) 000-0000, Email Address: xxxxxxxxx@xxxxxxxxxxx.xxx . The City’s Contract Manager for the engagement shall be Xxxxx Xxxx, (000) 000-0000, Email Address: xxxxx.xxxx@xxxxxxxxxxx.xxx . The City’s and the Contractor resolve to keep the same key personnel assigned to this engagement throughout its term. In the event that it becomes necessary for the Contractor to replace any key personnel, the replacement will be an individual having equivalent experience and competence in executing projects such as the one described herein. Additionally, the Contractor will promptly notify the City Contract Manager and obtain approval for the replacement. Such approval shall not be unreasonably withheld.

  • Transfers and Vacancies In the event an employee does not bid, but is selected to be transferred, he may accept or reject the transfer. If he accepts, his seniority is treated in the same manner as though he had bid. If he rejects the transfer, he shall not be restricted from future bids under similar conditions. In the event that an employee is moved to another Department by reason of a departmental merger or consolidation of work, this shall not be considered a transfer, and the seniority rights of the individual involved shall then be determined by negotiation between the Company and the Local Union.

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer.

  • Resolution of Differences Differences between the Employer and the Union as to the interpretation or application of the provisions of the Trust Agreement relating to employee benefits shall not be subject to the grievance or arbitration procedure established in any collective bargaining agreement. All such differences shall be resolved in the manner specified in the Trust Agreement.

  • VACANCIES, TRANSFERS AND PROMOTIONS A. A vacancy shall be defined as a newly-created position or a present position that is not filled.

  • Indemnification of Directors and Officers (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, indemnify, defend and hold harmless in accordance with the Certificate of Incorporation and By-laws of the Company, and subject to the limitations of the BCL, each present and past officer, director, employee, representative or agent (other than Xxxxxxxx and Xxxxx), of the Company (or any subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) the Surviving Corporation shall advance the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action; provided, however, that prior to advancement of fees and expenses, the Indemnified Party shall provide an undertaking in form and substance reasonably satisfactory to the Surviving Corporation, and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed) and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, to do so would be inappropriate due to actual or potential differing interests between or among such parties. (b) For a period of six years after the Effective Time, the Surviving Corporation shall not amend the provisions of its Certificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification, except as required by applicable law. (c) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, maintain in effect for the Indemnified Parties for not less than three years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time; provided, that Parent may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Indemnified Parties. (d) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.9. (e) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party has under the Certificate of Incorporation or By-laws of the Company, under the BCL or otherwise. This Section 6.9 is intended to benefit each of the Indemnified Parties and shall be binding on all successors and assigns of Newco, the Company and the Surviving Corporation. 6.10

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