DIRECTORS AND AUDITORS Sample Clauses

DIRECTORS AND AUDITORS. 6.1. The number of directors of FUJI XEROX shall be twelve (12), nine (9) of whom shall be designated by FUJI PHOTO and three (3) of whom shall be designated by XEROX CORP as provided in Section 6.6. 6.2. Meetings of the Board of Directors of FUJI XEROX shall be held in Japan in accordance with FUJI XEROX’s Articles of Incorporation and applicable law. A quorum for a meeting of the Board of Directors shall consist of a majority of all members of the whole Board of Directors, and resolutions of the Board of Directors shall be adopted by a majority of directors present at the meeting of the Board of Directors. 6.3. The Parties agree that, so long as each such committee shall continue in existence, XEROX CORP shall have the right to designate, as provided in Section 6.6, at least two (2) board members to serve on the Finance Committee of the FUJI XEROX Board of Directors and at least one (1) board member to serve on each other committee of such Board of Directors as may exist from time to time. 6.4. The Parties agree that FUJI XEROX shall have four (4) statutory auditors, three (3) of whom shall be designated by FUJI PHOTO and one (1) of whom shall be designated by XEROX CORP, as provided in Section 6.6. 6.5. Each director or statutory auditor designated by XEROX CORP pursuant to this Section 6 shall be an employee of any Xerox Company, provided that no shareholder of such Xerox Company is a Competitor. 6.6. XEROX CORP shall exercise its right to designate directors and a statutory auditor through such Xerox Company that, at the time of exercise, directly or indirectly owns of record shares of FUJI XEROX that are directly or indirectly owned by XEROX CORP. If more than one Xerox Company holds shares of FUJI XEROX, such Xerox Companies shall act jointly through the Xerox Company that owns of record a majority of shares of FUJI XEROX that are directly or indirectly owned by XEROX CORP. FUJI XEROX and FUJI PHOTO shall be entitled to rely on all designations made by such Xerox Company.
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DIRECTORS AND AUDITORS. Articles 22.
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DIRECTORS AND AUDITORS. A Board of Directors shall be elected by the general meeting to carry out the Company business under the control of the general meeting of Shareholders and subject to these Articles. A director need not be a shareholder in the Company. A director can be removed for any reason by the general meeting.
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DIRECTORS AND AUDITORS. 4.1 The management of the COMPANY shall be vested in the board of directors, which shall be composed of six (6) directors or less. There shall be one (1) auditor. All directors and auditor shall be nominated by XXX. Until otherwise agreed between the parties hereto, the total number of directors of the COMPANY shall be three (3). 4.2 All major policy decisions concerning the operations of the COMPANY shall be made after consultation between the parties. 4.3 KEL may at any time, with or without cause, remove or replace any director or representative director.”
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DIRECTORS AND AUDITORS. 7.1 As a result of the First-Step Merger, the Company will cease to exist and shall continue as the Intermediate Company, and the mandates of the board of directors of the Company and the statutory auditors of the Company shall each terminate as of the First-Step Effective Time. 7.2 The names and addresses of the persons proposed to be the inaugural directors of the Intermediate Company are as follows:
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DIRECTORS AND AUDITORS. Immediately upon the Closing Date, the Sellers shall, on DoubleClick's request, cause extraordinary shareholders' meetings of the Group Companies to be held for purposes of electing new directors and auditors. The Sellers covenant that the present directors and auditors, if so requested by DoubleClick, will be removed from their positions without any claim for compensation or remuneration and that these directors will not thereafter exercise their formal authority to represent DCS. DoubleClick covenants that the next ordinary shareholders' meetings of the Group Companies will pass the necessary resolutions whereby the present directors will be discharged from liability with respect to their administration of the respective Group Company's affairs, provided, however, that DCS' auditors will approve such discharge from liability. The Sellers agree to cause general powers of attorney to be duly and validly issued as of the Closing Date in favour of persons appointed by DoubleClick which individuals shall have unlimited authority to represent the Group Companies in all matters until the new Board of Directors has been officially registered.
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DIRECTORS AND AUDITORS. 5.1. Immediately upon the Closing Date, the Seller shall cause extraordinary shareholders’ meetings of the Group Companies to be held for purposes of electing new directors and auditors. 5.2. The Seller covenants that the present directors and auditors may be removed from their positions without any claim for compensation or remuneration, and that these directors will not exercise their formal authority to represent the company. 5.3. The Buyer covenants that the next ordinary shareholders’ meetings of the Group Companies will pass the necessary resolutions whereby the present directors will be discharged from liability with respect to their administration of the respective Group Company’s affairs, provided, however, that the company’s auditors will approve such discharge from liability. 5.4. The Seller agrees to cause general powers of attorney to be duly and validly issued as per the Closing Date in favor of persons appointed by the Buyer, which individuals shall have unlimited authority to represent the Group Companies in all matters until the new Board of Directors has been officially registered with the Swedish registration authority (sw: Patentoch Registreringsverket).
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DIRECTORS AND AUDITORS. (a) The Sellers shall: (i) cause five (5) of the seven (7) elected directors of Target to resign or otherwise cease from office on or as of the Closing Date without cost to Target, other than the payment of any unpaid compensation accrued up to the date of such resignation or other termination from office; (ii) use its best efforts to cause the (actual and alternate) members of the board of statutory auditors of Target and its Subsidiaries to resign or otherwise cease from office on or as of the Closing Date without cost to Target, other than the payment of any unpaid compensation accrued up to the date of such resignation or other termination from office; (iii) cause and deliver documentation to the effect that all members of the board of directors and the auditors of the Target and the Subsidiaries have executed release letters stating that each have no claim against or any receivables from the respective Companies as of Closing in the form set out in Schedule 5.06(a)(iii); (iv) cause a meeting of the board of directors of Target and the Subsidiaries to be validly convened and held on the Closing Date for the purpose of electing new directors and auditors in substitution of the directors and auditors ceased from office pursuant to Paragraphs (i) and (ii) preceding, all in accordance with the Purchaser’s instructions to be communicated to the Sellers in writing not later than three (3) Business Days prior to the Closing Date; (v) cause the remaining directors of Target (namely all directors other than those elected in accordance with Paragraph (iii) preceding) to tender their resignation from office on the Closing Date effective as of such later date as shall be determined by the Purchaser, without cost to Target, other than the payment of any unpaid compensation accrued up to the effective date of such resignation. (b) The Purchaser undertakes not to initiate or permit to be initiated by Target or by any of the Subsidiaries any action, suit, claim or litigation against the directors and/or statutory auditors of Target or any of the Subsidiaries, as the case may be, who will have resigned from office pursuant to Section 5.06(a) and in case of any such action, suit, claim or litigation the Purchaser shall procure that, to the extent lawfully possible, the Company shall (and if the Company is not lawfully able, the Purchaser shall) indemnify and keep the relevant directors and/or auditors harmless from any and all damages, liabilities or costs (including le...
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Related to DIRECTORS AND AUDITORS

  • 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).

  • 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. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • 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.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Directors The directors of Merger Sub 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.

  • Immunity of Incorporators Stockholders Officers and Directors Section 15.01 Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Directors and Trustees It is understood and is expressly stipulated that neither the holders of Shares nor any member of the Board be personally liable hereunder. Whenever reference is made herein to an action required to be taken by the Board, such action may also be taken by the Board’s executive committee.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

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