DIRECTORS, OFFICERS AND EMPLOYEES; COMPENSATION Sample Clauses

DIRECTORS, OFFICERS AND EMPLOYEES; COMPENSATION. Attached as Schedule 5.14 is a complete and accurate list of all officers, directors and employees of Company and the rate of compensation of each as of the date hereof (including a breakdown of the portion thereof attributable to salary, bonus and other compensation, respectively). Each employee of Company is an employee at will and there are no collective bargaining agreements affecting any employee of Company. There is no pending or, to the best of Stockholders' knowledge, threatened labor dispute involving Company and any group of its employees nor has Company experienced any labor interruptions over the past three years.
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DIRECTORS, OFFICERS AND EMPLOYEES; COMPENSATION. Attached as Schedule 3.12 hereto is a complete and accurate list of all officers, directors and employees of Millennium and the rate of compensation of each as of the date hereof (including a breakdown of the portion thereof attributable to salary, bonus and other compensation, respectively). There are no collective bargaining agreements affecting any employee of Millennium. There is no pending or, to the knowledge of Millennium, threatened labour dispute involving Millennium and any group of its employees nor has Millennium experienced any labour interruptions over the past three years. It is expressly understood that Buyer shall not assume or be responsible for any employee benefit accruing due and arising out of an individual's employment by Millennium prior to the Closing Date or for individuals who are severed or receive or are entitled to receive payment of a severance package before the Closing Date.
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DIRECTORS, OFFICERS AND EMPLOYEES; COMPENSATION. Attached as Schedule 5.14 is a complete and accurate list of all officers, directors and employees of Company and the rate of compensation of each as of the date hereof (including a breakdown of the portion thereof attributable to salary, bonus and other compensation, respectively). Except as set forth on Schedules 5.12 and 5.14 as to Xxxxx Xxxxxxx and Xxxxxx Xxxxxxxx, each employee of Company is an employee at will and there are no collective bargaining agreements affecting any employee of Company. There is no pending or, to the best of Stockholders' knowledge, threatened labor dispute involving Company and any group of its employees nor has Company experienced any labor interruptions over the past three years.
Sample 1
DIRECTORS, OFFICERS AND EMPLOYEES; COMPENSATION. Attached as Schedule 5.14 is a complete and accurate list of all officers, directors and employees of Company and the rate of compensation of each as of the date hereof (including a breakdown of the portion thereof attributable to salary, bonus and other compensation, respectively). Each employee of Company is an employee at will and there are no collective bargaining agreements affecting any employee of Company. There is no pending or threatened labor dispute involving Company and any group of its employees nor has Company experienced any labor interruptions over the past three years. Stockholder will cause Company to terminate each of its employees as of the close of business on the Closing Date. Buyer agrees to consider the former employees of Company for positions with Buyer, provided that each such person seeking employment meets the minimum acceptable qualifications established by Buyer. It is expressly understood that Buyer shall not assume or be responsible for any severance or other employee benefit arising out of an individual's employment by Company prior to the Closing Date. Nothing herein will be deemed to give any individual a right of employment.
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DIRECTORS, OFFICERS AND EMPLOYEES; COMPENSATION. The Company has delivered to Nortek a true and complete list of directors and officers of each of the Gruppo BEST Companies and of all employees and consultants of each of the Gruppo BEST Companies whose current total compensation was for the calendar year ended 1994 at an annual rate in excess of Lit. 60 million, which list states the annual rate of compensation of, and the positions held by, the persons listed. 3.20
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Related to DIRECTORS, OFFICERS AND EMPLOYEES; COMPENSATION

  • 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.

  • Compensation of Trustees, Officers and Employees No Trustee, officer or employee of the Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such Trustee, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Trustees, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving 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, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

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

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • 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.

  • 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.

  • 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).

  • No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders No director, officer, employee, incorporator, member or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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