Director's and Secretary Sample Clauses

Director's and Secretary of State's rights: For the avoidance of doubt, the Parties acknowledge and agree that nothing in the SSA Arrangements shall exclude or restrict or otherwise prejudice or affect any of the rights, powers, privileges, remedies, duties and obligations of the Secretary of State or the Director under the Act or any Licence or otherwise howsoever.
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Director's and Secretary of State's rights: For the avoidance of doubt each Party and Non Trading Generator acknowledges and agrees that nothing in this Agreement shall exclude or restrict or otherwise prejudice or affect any of the rights, powers, privileges, remedies, duties and obligations of the Director or Secretary of State under the Act or any Licence or otherwise howsoever. 11. Severance of terms 11.1
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Director's and Secretary. The present directors and secretary, who have served throughout the year (except where noted below), are listed on page 1. From 1 January 2010 to date the following changes have taken place: Directors Resigned Appointed J Hixxxxx 05 January 2010 - B Haxxxx - 5 May 2011 G Petken - 22 July 2011 Assistant Secretary J O'Xxxxxxxx 00 September 2010 - DIRECTORS' AND SECRETARIES' INTERESTS The directors and secretary of the Company at 31 December 2010 had no beneficial interests in the shares of Group companies other than the following beneficial holdings in the ultimate holding company: The Royal Bank of Scotland Group plc Ordinary Shares of Stg 25p each As at 1 January 2010 (or date of appointment if later) As at 31 December 2010 Ordinary Shares Options* Restricted Stock Awards** Ordinary Shares Options* Restricted Stock Awards** P Baxxxxx 16,333 220,825 - 16,333 171,577 273,016 P Commons 32,582 306,480 21,806 37,501 237,857 13,456 R Cuxxxxxx - 4,787,235 5,503,048 - 4,787,235 5,654,960 C Enxxx (Company Secretary) 4,198 14,369 - 4,198 14,369 - B Flxxxxxx 10,651 118,353 12,265 14,222 118,353 55,915 D A Swan 16,116 63,250 15,080 20,647 17,794 64,263 * Options granted under the Executive Option Scheme are exercisable subject to the achievement of performance conditions. ** vesting for these awards are subject to the achievement of performance conditions No director had an interest in any of the preference shares of the RBS Group during the year to 31 December 2010. RBS AEROSPACE LIMITED
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Director's and Secretary. The present directors and secretary, who have served throughout the year except where noted below, are listed on page 2. From 1 January 2010 to date the following changes have taken place: Appointed Resigned Directors DA Duke 16 November 2010 I M Mexxxxxx 16 November 2010 J X Xxxxxxxxx 23 March 2011 G C Petken 23 March 2011 J X Xxxxxx 0 April 2011 DIRECTORS' RESPONSIBILITIES STATEMENT The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare a directors' report and financial statements for each financial year and the directors have elected to prepare them in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs at the end of the year and the profit or loss for the financial year of the company. In preparing these financial statements, under International Accounting Standard 1, the directors are required to: · select suitable accounting policies and then apply them consistently; · present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; · provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions of the entity's financial position and performance; and · make an assessment of the company's ability to continue as a going concern. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the directors' report and financial statements comply with the requirements of the Companies Acx 0000. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. RBS AEROSPACE (UK) LIMITED 04985584 DIRECTORS' REPORT (continued)
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Director's and Secretary. The Directors and Secretary of the Company persons listed as such in Schedule 2 to this Agreement.
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Director's and Secretary. 10.1 Unless or upon a consent in writing from both parties for alteration, the number of directors shall be five (5) in the following format: Party A: 3 directors Party B: 2 directors
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Director's and Secretary. The Directors, Interface Graphics Limited [ ] 1998 I hereby confirm that [save for accrued remuneration of not more than [ ],] I have no claim against the above company in respect of any cause, matter or thing including (without limitation) any claim for compensation for loss of office, breach of contract or for redundancy or unfair dismissal and that there is not outstanding any agreement or arrangement under which the above company has or could have any obligation to me. SIGNED as a Deed and Delivered by ) [ ] ) in the presence of: )
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Related to Director's and Secretary

  • 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).

  • President Unless the Trustees otherwise provide, the President shall preside at all meetings of the shareholders and of the Trustees. Unless the Trustees otherwise provide, the President shall be the chief executive officer.

  • Director/Secretary SCHEDULE 8 FORM OF COMPLIANCE CERTIFICATE To: HSH Nordbank XX Xxxxxxx-Xxxxxxxxx-Xxxxx 00 00000 Xxxxxxx Xxxxxxx [·]201[·] Dear Sirs, We refer to a loan agreement dated [·] 2015 (the "Loan Agreement") made between (amongst others) yourselves and ourselves in relation to a term loan facility of up to $19,000,000. Words and expressions defined in the Loan Agreement shall have the same meaning when used in this compliance certificate. The Borrower and the Corporate Guarantor represent that no Event of Default or Potential Event of Default has occurred as at the date of this certificate [except for the following matter or event [set out all material details of matter or event]]. In addition as of [·], the Borrower and the Corporate Guarantor each confirm compliance with the minimum liquidity requirements set out in Clause 11.19 [,] [and] the minimum security cover requirement set out in Clause 15.1 [and][list here any other financial covenants which are applicable to the relevant transaction], of the Loan Agreement for the [6-month] period ending on the date of this certificate We now certify that, as at [·]:

  • Post-Closing Board of Directors and Executive Officers (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

  • 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.

  • President and Vice Presidents The president shall be the chief executive officer of the Trust. The president shall, subject to the control of the Trustees, have general charge and supervision of the business of the Trust. Any vice president shall have such duties and powers as shall be designated from time to time by the Trustees.

  • The Vice Presidents The Vice Presidents shall perform the duties as are given to them by this Agreement and as may from time to time be assigned to them by the Management Directors or by the President. At the request of the President, or in his absence or disability, the Vice President designated by the President (or in the absence of such designation, the senior Vice President), shall perform the duties and exercise the powers of the President.

  • 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.

  • Vice Chairman The Vice Chairman, or if there be more than one, then each of them, shall, subject to the powers of the Board and the chief executive officer of the Company, participate in the supervision of the business and affairs of the Company, and shall have such other powers and perform such other duties as may be prescribed by the chief executive officer or by the Board. A Vice Chairman need not be a member of the Board.

  • Vice President In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe.

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