Directors and Senior Management Sample Clauses

Directors and Senior Management. No plan currently maintained by the Company or agreement entered into and currently in effect with any employee of the Company (each, a "Plan" and, collectively, the "Plans") provides for the payment of separation, severance, termination or similar benefits to any person. None of the Plans obligates the Company to pay any benefits solely or partially as a result of any transaction contemplated by this Agreement or as a result of a change in the ownership or effective control of the Company within the meaning of Section 280G of the Code. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or together with a termination of service, will (i) result in any payment (including, without limitation, severance, golden parachute, forgiveness of indebtedness or otherwise) becoming due under any Plan, whether or not such payment is contingent, (ii) increase any benefits otherwise payable under any Plan or other arrangement, or (iii) result in the acceleration of the time of payment, vesting or funding of any benefits including, but not limited to, the acceleration of the vesting and exercisability of any Company Option, whether or not contingent.
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Directors and Senior Management. 127 PRINCIPAL SHAREHOLDERS ..... ....... ....... ........ ....... ........ ....... .... 135 TERMS AND CONDITIONS OF THE BONDS ...... ........ ....... ........ ....... .... 136 DESCRIPTION OF THE GLOBAL CERTIFICATE . . ........ ....... ........ ....... .... 173 DESCRIPTION OF THE SHARES ... ....... ....... ........ ....... ........ ....... .... 176 DIVIDENDS ....... ....... ........ ....... ....... ........ ....... ........ ....... .... 184 TAXATION ........ ....... ........ ....... ....... ........ ....... ........ ....... .... 185 SUBSCRIPTION AND SALE ....... ....... ....... ........ ....... ........ ....... .... 188 GENERAL INFORMATION ........ ....... ....... ........ ....... ........ ....... .... 196 NOTICE TO INVESTORS THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER, THE GROUP OR THAT THE INFORMATION SET FORTH IN THIS OFFERING CIRCULAR IS CORRECT AS AT ANY DATE SUBSEQUENT TO THE DATE HEREOF. The Issuer having made all reasonable enquiries confirms that (i) this Offering Circular contains information with respect to the Issuer and the Issuer and its subsidiaries (collectively, the ‘‘Group’’), and to the Shares and the Bonds which is material in the context of the issue and offering of the Bonds (the ‘‘Offering’’) (including any information (if any) which is required by applicable laws of Bermuda and according to the particular nature of the Issuer, the Shares and the Bonds, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and of the rights attaching to the Shares and the Bonds), (ii) the statements contained in it relating to the Issuer and to the Group are in every material particular true and accurate and not misleading in light of the circumstances under which they are made, (iii) the opinions and intentions expressed in this Offering Circular with regard to the Issuer and to the Group, are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, (iv) there are no other facts in relation to the Issuer, t...
Sample 1
Directors and Senior Management. A complete and accurate listing of the directors and senior management of Asia Pacific and its Subsidiaries as at the date hereof, together with a designation indicating which directors and senior management are not employees is set out in Appendix 2.2.32 of the Disclosure Letter.
Sample 1
Directors and Senior Management. (a) At the Closing, the Board of Directors of Argon HoldCo will consist of five members, including (i) the Founder, (ii) three members proposed by the Founder and (iii) one member proposed by Blackstone Group; provided, that the member proposed by Blackstone Group shall (1) be an “independent director” (as defined by rule 303A.02 of the NYSE Listed Company Manual) or any person set forth on Section 2.6(a) of the Acquirer Disclosure Letter, and (2) not be an employee of Blackstone Group or its Affiliates. The term of the Founder shall extend until at least the first annual meeting of stockholders of Argon HoldCo following the Closing, and the term of the member proposed by Blackstone Group shall extend until at least the third annual meeting of stockholders of Argon HoldCo following the Closing.
Sample 1
Directors and Senior Management. Directors of the Issuer The following table outlines the Directors of KazakhGold, their age, and their position on the Board and the date upon which they were appointed to the Board. Xxxx appointed to Name Age Position Board Xx. Xxxxx Xxxxxxxxxx ********** 58 Chief Executive Officer 3 October 2005 Mr. Xxxxxxxx Xxxxxxxxxx******* 36 First Deputy Chief Executive 19 October 2005 Xx. Xxxxx Xxxxxxxxxx********** 28 Deputy Chief Executive Officer—Corporate Development 26 September 2005 Mrs. Xxxxxxxx Xxxxxxxxxxx ***** 56 Deputy Chief Executive Officer—Health Safety, Environment and HR 19 October 2005 Xxxx Xxxxxxxxx *************** 53 Non Executive Chairman 4 October 2005 Mr. Xxxxxxxxxx Xxxxxxxxxxxx*** 62 Non Executive Director 19 October 2005 Mr. Xxxxx Xxxxxxxxx ********** 53 Non Executive Director 19 October 2005 Xx. Xxxxxxx Xxx ************** 52 Non Executive Director 19 October 2005 Each of the Directors can be contacted at the Company’s principal place of business, 00 Xxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxx X0X 0XX, Xxxxxxx.
Sample 1

Related to Directors and Senior Management

  • Senior Management If a Dispute occurs that the senior representatives of the Parties responsible for the transaction contemplated by this Agreement have been unable to settle or agree upon within a period of fifteen (15) calendar days after such Dispute arose, Seller shall nominate and commit one of its senior officers, and Buyer shall nominate and commit one of its senior officers, to meet at a mutually agreed time and place not later than thirty (30) calendar days after the Dispute has arisen to attempt to resolve same. If such senior management have been unable to resolve such Dispute within a period of fifteen (15) calendar days after such meeting, or if such meeting has not occurred within forty-five (45) calendar days following such Dispute arising, then either Party shall have the right, by written notice to the other, to resolve the Dispute through the relevant Independent Expert pursuant to Section 16.03.

  • 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).

  • Officers, Directors and Employees JML has one officer and director, namely Xxxxx Polos, and has no employees.

  • Directors, Officers and Employees The Administrator shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Trust and/or the Funds to serve in the capacities in which they are elected. All services to be furnished by the Administrator under this Agreement may be furnished through such directors, officers or employees of the Administrator.

  • Management Team Subject to any approval or consulting rights of the --------------- Joint Operations Committee, Manager shall engage or designate one or more individuals experienced in dental group management and direction, including, but not limited to, an administrator, who will be responsible for the overall administration of the Practice including day-to-day operations and strategic development activities.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.

  • 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.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

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