Discharge of Directors Sample Clauses

Discharge of Directors. Purchaser shall procure that, at the first shareholders’ meeting or otherwise whenever the questions of discharge is raised after the Closing, each member and deputy member of the board and, where applicable, the managing director of each Acquired Company is discharged to the fullest extent permitted by law from any liability as a member or deputy member of the board or managing director, as the case may be, in relation to the period prior to the Closing provided that the auditors do not recommend otherwise.
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Discharge of Directors. Without prejudice of the rights of the Buyer for indemnification provided for in Articles 8 and 9.1, immediately following Closing, but on the same date as the Closing Date, Buyer hereby undertakes to cause the relevant shareholders of the Company and the Subsidiaries to vote in favour of the full and complete discharge of the Resigning Directors. Without prejudice of the rights of the Buyer for indemnification provided for in Articles 8 and 9.1, Buyer shall not make, or shall procure that the Company or the Subsidiaries shall not make, any claim against any directors and officers of the Group in connection with the transaction contemplated by this Agreement, unless such director or officer has acted wilfully or grossly negligently and save for criminal offence.
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Discharge of Directors. As soon as possible after the Closing Date, Buyer shall cause each of the DiaMed Companies to hold such corporate meetings which are necessary pursuant to applicable laws and/or statutes to discharge the Resigning Directors; furthermore, Buyer shall use all its votes, or cause the relevant DiaMed Company to use all its votes, at such meetings in favor of the discharge of the Resigning Directors. Stock Purchase Agreement Share Purchase Agreement DiaMed Holding AG
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Discharge of Directors. (a) At the first general meeting of shareholders of the Company and the Subsidiary following the Closing Date at which a report is available from the auditors at the Company and the Subsidiary for the relevant period, Purchaser undertakes to vote and procure that the Company vote for the members of the boards of directors of the Company and the Subsidiary, respectively, as at the Closing Date, to be discharged from Liability for the period until the Closing Date; provided, that the auditors of the Company or the Subsidiary in their report for the relevant period do not recommend against such discharge. (b) Absent fraud or willful misconduct, Purchaser undertakes that neither it nor any of its Affiliates (including the Company and the Subsidiary after Closing) shall (i) present any claims against any of the officers and directors of the Company and the Subsidiary to the transactions contemplated by this Agreement or by the Pre-Closing Restructuring Agreements, or (ii) subject to the terms and conditions of Section 11.1, present any monetary claims against Parent, any Affiliate of Parent, or any of its officers and directors in connection with their prior position as shareholder of the Company or their control of, or influence on, the Business and any actions relating thereto.
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Discharge of Directors. The Parent and the Buyer irrevocably undertake to vote (or shall cause to vote) at the next annual shareholders’ meetings of the Company in favor of a resolution granting the directors and the statutory auditor of the Company full discharge for the performance of their office as directors and auditor until the Closing Date.
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Discharge of Directors. (a) The Purchaser shall procure that the discharge to the Resigning Director for the performance of its duties as (managing) director up until Completion is confirmed at the next relevant annual shareholders’ meetings. (b) Except in the case of fraud (bedrog) by such director or employee of any Group Company, the Purchaser and the Sellers shall, and shall procure that its Affiliates shall, refrain from bringing any claim against any director or employee of any Group Company in respect of any information supplied (or not supplied) by such director or employee to the Purchaser or any other member of the Purchaser's Group in connection with the Transaction. (c) For three (3) years following Completion, the Purchaser shall maintain the directors’ and officers’ insurance in place as at the date of this Agreement in respect of the period prior to Completion in respect of the directors, managers or managerial employees of any Group Company covered under such policy (D&O Insurance) or shall put in place replacement directors’ and officers’ insurance, provided that the Purchaser may reasonably limit the scope of the respective policies if required in order to avoid a material increase in insurance premium.
Sample 1
Discharge of Directors. The Purchaser undertakes not to vote, or procures that the Subsidiaries' shareholders' meeting shall not vote, any resolution having the purpose of claiming any responsibility action, as per article 2393 of the Italian Civil Code (azione sociale di responsabilita) or similar actions of the same nature, vis-a-vis all the directors of the Subsidiaries having held their office for the 5 years preceding the Management Date. The Purchaser agrees to indemnify and hold harmless each director against any and all losses, claims, damages, liabilities, expenses, judgements and expenses. The provisions contained in this article 7.6 shall not apply to the litigation pending against Xx. Xxxxxxxx, nor in the event of liability of directors for fraud or gross negligence.
Sample 1
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Discharge of Directors. (a) The Purchaser shall procure that the unconditional and irrevocable discharge to the directors (bestuurders/gérants or local equivalents) of the Company who hold office at Completion or, as the case may be, held office prior to Completion (together, the Directors) for the performance of their duties as (managing) director up until Completion is confirmed at the next relevant annual shareholders’ meetings or, as the case may be, a meeting of the board of directors or other managing body of the Company. (b) The Purchaser shall not, and shall procure that no member of the Purchaser’s Group (including, for the avoidance of doubt, the Company following Completion) shall, bring a claim or initiate legal proceedings against any Director (or its permanent representative) or employee of the Company unless such claim is based on fraud of such Director or employee. (c) If legal proceedings are initiated against a Director (or its permanent representative) in relation to the performance of his/her/its duties until Completion by a third party, the Purchaser shall fully and immediately indemnify such Director (and, as the case may be, its permanent representative) against any such proceedings unless such proceedings are based on fraud of such Director. For a period of six (6) years from Completion, the Purchaser must procure that the Company takes all steps required to maintain insurance cover in respect of the Directors of the Company as at Completion on no less favourable terms than the terms of the insurance cover in respect of the directors and officers of the Company in place immediately prior to Completion.
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Related to Discharge of Directors

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 28.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. 28.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 28.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. 29 Appointment and Removal of Directors 29.1 Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. 29.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. 29.3 After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. 29.4 Article 29.1 may only be amended by a Special Resolution passed by a majority of at least 90% of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution of all members.

  • POWERS AND DUTIES OF DIRECTORS Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Determinations of Director Pursuant to the Act and Section II of the Agreement and subject to the remaining terms and provisions of the Agreement and all Appendices thereto, the Director hereby determines that the financial assistance to be provided by the OPWC to the Recipient is in compliance with the Act and is provided to the Recipient for the sole and express purpose of financing the Eligible Project Cost and/or reimbursing the Recipient for such Eligible Project Cost.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby: (a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth; (b) appoints the Director to the Board of Directors of the Company; and (c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.

  • No Personal Liability of Directors, Officers Employees and Stockholders No director, officer, employee or stockholder of the Company shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Noteholder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

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