Directors and Chairman Sample Clauses

Directors and Chairman. The Shareholders’ Agreement will provide that (a) for a period of three years following the Closing, Xxxxx X. Xxxxxx, Xx. (“Xxxxxx”) will be a member of the board of directors of PubCo as the Modern Media Director (as defined in the Shareholders’ Agreement), (b) for a period of one year following the Closing, Xxxxxx will be the non-executive Chairman of the board of directors of PubCo, and (c) as consideration for his duties as Chairman and a member of the board of directors of PubCo, Xxxxxx shall receive an annual fee of USD 330,000, payable consistent with PubCo’s normal pay periods, for three years following the Closing.
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Directors and Chairman. Lawrxxxx X. Xxxxxxxx, Xx.D Chairman Georxx X. Xxxss, Ph.D. Debrx X. Xxxxxxx Officers:
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Directors and Chairman. 5.1 The maximum number of Directors holding office at any time shall be seven. 5.2 Unless and until otherwise agreed between the Shareholders, Inc shall have the right (but not the obligation) to appoint and maintain in office from time to time up to two `A' Directors (or if and for so long as there are more `A' Shares in issue than `B' Shares in issue, up to three `A' Directors) and the persons holding not less than 75% in nominal value of the `B' Shares shall have the right to appoint and maintain in office from time to time up to three `B' Directors (or if and for so long as there are more `A' Shares in issue than `B' Shares in issue, up to two `B' Directors) and each shall have the right to remove any director so appointed by it and to appoint another in his place (such appointment and removal to be effected by notice in writing to the Company). 5.3 In addition, the `A' Directors (if any) and the `B' Directors may by notice to the Company together appoint up to two more persons with relevant industry experience (and who are approved by all of them or if there is no `A' Director, by the `B' Directors and Inc) as additional directors. Any person so appointed may be removed and another appointed in his place (such appointment and removal to be effected by notice in writing to the Company signed by the `A' Directors and the `B' Directors or, if there is no `A' Director, by the `B' Directors and someone duly authorised on behalf of Inc). 5.4 The Chairman at any meeting of the Board shall not be entitled to a second or casting vote nor shall the Chairman have a second or casting vote in the case of an equality of votes at any general meeting of the Company. 5.5 If Inc does not exercise its right to maintain an `A' Director in office, it shall nonetheless be entitled from time to time to appoint a person to attend at meetings of the Directors as an observer and any person so appointed ("an Observer") shall be given (at the same time as the Directors) notice of all meetings of the Directors and all agendas, minutes and other papers relating to such meetings. 5.6 An Observer shall be entitled to attend any and all meetings of the Directors and to speak and place items on the agenda for discussion provided that an Observer shall not be entitled in any circumstances to vote. Inc may remove an Observer appointed by it and appoint another person in his place. Any such appointment and removal shall be effected by notice in writing to the Company signed by someone du...
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Directors and Chairman. 10.3.1 The Board shall consist initially of six (6) Directors, where AP shall appoint three (3) Directors, and e.GO shall appoint three (3)
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Directors and Chairman. 8.1.1 The Board shall consist of nine (9) directors, three (3) of whom shall be appointed by Party A and Party B in total, and six (6) of which shall be appointed by Party C. Each Party shall promptly notify the Board if it replaces its appointee(s) to the Board. During the term of this Contract, if the capital contribution percentages of the Parties change, the Parties shall amend this Contract accordingly, including, without limitation, making appropriate changes to the composition of the Board and the number of directors to be appointed by each Party as agreed upon by the Parties at that time. 8.1.2 Each director shall be appointed for a term of three (3) years and may serve consecutive terms if reappointed by the Party that originally appointed her or him. A director may be removed by her or his appointing Party. The term of appointment of the members of the initial Board shall commence on the issuance date of the Business Licence. If a seat on the Board is vacated due to retirement, resignation, illness, disability or death of a director or his removal by the Party that originally appointed her or him, the Party that originally appointed her or him shall appoint a successor to serve the term of such director. All the directors of the JV Company shall act in accordance with the resolutions of the Board, and shall not engage in any action to jeopardize the interest of the JV Company. 8.1.3 A director appointed by Party C shall serve as the chairman of the Board. The chairman shall be the legal representative of the JV Company.
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Directors and Chairman. (1) Notwithstanding the provisions of the Articles, none of the Shareholders will appoint a Nominated Director, without reasonable prior consultation with the others with a view to reaching agreement on the person to be appointed save that if agreement can not be reached then such Shareholder will not be precluded from making such appointment as they deem fit; (2) Unless otherwise agreed by an “A” Director and a “B” Director in any particular case, every meeting of the Directors shall be held at the registered office of the Company; (3) The “A” Shareholders shall be entitled to appoint the Chairman of the Company (who shall be an “A” Director). (4) Any Shareholders removing a Nominated Director shall be responsible for and shall indemnify the other Shareholders and the Company (and any member of the Group) against any claim by such Nominated Director for unfair or wrongful dismissal or other compensation arising out of such removal. (5) Unless otherwise agreed in writing by the majority of the “B” Shareholders, the “A” Shareholders shall exercise their powers in relation to the Company so as to ensure that: (a) the Company does not terminate the service agreement of KK, save in circumstances where the Company is entitled to summarily dismiss him; and (b) if a “B” Director is removed from, or vacates his office (for whatever reason), the Company will enter into a service agreement with such replacement as the “B” Shareholders shall determine, (subject to the prior written consent of the “A” Shareholders, such consent not be unreasonably withheld or delayed), as nearly as may be on the same terms and conditions as those contained in the service agreement of the person being replaced. (6) The “A” Shareholders shall procure that the “A” Directors attend meetings of the Board of Directors of the Company and if passed sign such resolutions as are passed by the Board and the “B” Shareholders shall procure such matters mutatis mutandis in respect of the “B” Directors.
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Directors and Chairman. 7.1.1 The Board shall consist of eleven (11) directors, six (6) of whom shall be appointed by Party A, and the remaining five (5) shall be appointed by each of Party B, Party C, Party D, Party E and Party F, respectively. The Board shall be deemed established from the date of issue of the Business License of the Joint Venture Company. 7.1.2 In the event of a change in the equity percentage of the Parties in the Joint Venture Company, the Parties shall collectively adjust the number of their respective directors with the approval of the Board in order to reflect the adjusted equity percentage of the Parties following the change in equity holdings. 7.1.3 Each director shall be appointed for a term of three (3) years. Any director may be removed by, and may serve consecutive terms if reappointed by, the Party which originally appointed him. The term of appointment of the members of the initial Board shall commence on the Date of Establishment. If a seat on the Board is vacated by the retirement, resignation, illness, disability or death of a director or by the removal of such director by the Party which originally appointed him, the Party which originally appointed such director shall appoint a successor to serve out such director’s term within thirty (30) days and shall give notice of such change(s) to the other Parties and the Joint Venture Company. 7.1.4 One director appointed by Party A shall serve as the Chairman of the Board. The chairman shall act as the legal representative of the Joint Venture Company and shall be responsible to convene and preside the Board meetings and exercise such authority as shall be authorized by the relevant Chinese laws and regulations and by the Board. Whenever the Chairman of the Board is unable to perform his responsibilities, he shall appoint in writing another director to perform his duty.
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Related to Directors and Chairman

  • 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).

  • 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.

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

  • 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.

  • 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.

  • Chairman An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

  • Chairman of the Board The Chairman of the Board shall preside at all meetings of the Board of Directors and of the unitholders of the MLP; and he shall have such other powers and duties as from time to time may be assigned to him by the Board of Directors.

  • 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.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board. (B) An associate director shall be entitled to attend all directors meetings and participate in the discussion of all matters brought to the Board, with the exception that he would have no right to vote. An associate director will be eligible for appointment to Committees of the Company, with the exception of the Executive Committee, Audit Committee and Compensation Committee, which must be comprised solely of active directors.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

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