Duties and Powers of Executive Sample Clauses

Duties and Powers of Executive. (a) Subject to all of the terms and conditions hereof, during the Employment Period, the Company shall employ Executive as Chief Financial Officer, Senior Vice-President Finance and Secretary of the Company. In addition, during the Employment Period, Executive shall also serve in such capacity for any and all subsidiaries of the Company, unless Executive waives such assignment. During the Employment Period, Executive shall have these powers and duties normally associated with the position of Chief Financial Officer including responsibility for all financial and accounting affairs of the Company and its subsidiaries, and such other powers and duties as may be prescribed by the Company; provided, that, such powers and duties are consistent with Executive’s position. During the Employment Period, Executive shall exclusively devote his professional and business time (other than absences due to illness or vacation) to Executive’s duties hereunder, except that Executive may serve on boards of directors or advisory boards of charitable organizations for reasonable amounts of time and make reasonable personal investments; provided, that, such activities do not interfere with his services to the Company. (b) In the exercise of any of his responsibilities or authority hereunder, Executive shall act in good faith, and so long as Executive acts in good faith, he will have no liability or obligation to the Company for any act or omission resulting from carrying out such obligation, irrespective of whether or not such act or omission may have been reasonably prudent or in good business judgment. (c) The Company shall indemnify and hold Executive harmless from and against any and all claims, damages, costs, suits, actions and expenses (including legal fees), arising directly or indirectly, in whole or in part, out of any matter related to the Company, or any action taken by Executive within the scope of his duties or authority hereunder, excluding only such of the foregoing as arise from negligent acts or bad faith of the CFO and this indemnity will survive termination or expiration of this Agreement. (d) Executive shall indemnify and hold the Company harmless from and against any and all claims, damages, costs, suits or actions arising out of any breach, violation or non-performance of any covenant, condition or agreement in this Agreement set forth and contained on the part of the Executive to be fulfilled, kept, observed or performed and this indemnity will survive th...
Sample 1
Duties and Powers of Executive. Subject to all of the terms and conditions hereof, the Company shall employ Executive as Senior Vice President--Operations of the Company. During the Employment Period, Executive shall have these powers and duties normally associated with the position of Senior Vice President--Operations and such other powers and duties as may be prescribed by the Company; provided, that, such powers and duties are consistent with Executive's position. During the Employment Period, Executive shall exclusively devote his professional and business time (other than absences due to illness or vacation) to Executive's duties hereunder, except that Executive may serve on boards of directors or advisory boards of charitable organizations for reasonable amounts of time and make reasonable personal investments; provided, that, such activities do not interfere with his services to the Company.
Sample 1
Duties and Powers of Executive. Executive is hereby employed as President to perform and undertake the duties and responsibilities normally and ordinarily attendant to such position. Without limiting or excluding other duties and responsibilities, Executive shall direct the day to day functioning and conduct of the business of the Company and in so doing shall: (i) possess and exercise the exclusive power to hire and fire all employees of the Company (unless specifically otherwise directed by the Board of Directors); (ii) possess and exercise the exclusive power to engage and disengage all consultants and outside professionals used by the Company (unless specifically otherwise directed by the Board of Directors); (iii) direct the use and control of finances; (iv) borrow or obtain credit in any amount or execute any guaranty agreement; and, (v) create and implement policies and procedures of the Company. In recognition of Executive's status as an owner or controller of a substantial percentage of the outstanding common shares of the Company, any effort by Company to diminish Executive's duties and powers absent the agreement of Executive evidenced by the express written consent of Executive may be deemed a termination without cause, thereby entitling Executive to the remedies provided herein for Company's termination without cause. See Section 6, below.
Sample 1
Duties and Powers of Executive. (a) POSITION; LOCATION. During the Employment Period, the Executive shall be employed as Executive Vice President, and President, Global Pharmaceuticals, of the Company, or in such other substantially equivalent position requested by the Chief Executive Officer of the Company (the "CEO") for which the Executive is qualified by education, training and experience. The Executive will serve as an officer of the Company, and will report directly to the CEO. The Executive's services shall be performed at the Company's present campus in Kenilworth, New Jersey or, subject to Section 4(c)(ii), any location at which the headquarters of the Company is hereafter located.
Sample 1
Duties and Powers of Executive. (a) Position; Location. Initially, the Executive shall serve as Vice President and Chief Financial Officer of the Company and shall report to the President and Chief Executive Officer (“CEO”) of the Company and to duly constituted committees of the Board of Directors of the Company within the scope of their respective areas of responsibility. The Executive shall perform such duties and services pertaining to such position as reasonably directed by the President and CEO with the duties and authority of officers holding comparable positions in similar businesses of similar size in the United States. The Executive shall have the primary management responsibility in connection with the selection, retention and termination of employees of the Company and outside consultants, contractors, professionals and service providers to the Company, subject to the overall authority of the President and CEO. The Executive shall use his reasonable best efforts to carry out such responsibilities faithfully and efficiently. The Executive's services shall be performed primarily at the Company's headquarters, which shall be located at the Scottsdale, Arizona Mayo Research Facility and the Phoenix metropolitan area.
Sample 1
Duties and Powers of Executive. Subject to all terms and conditions hereof, the Company shall employ Executive as, and Executive shall serve as, Chairman, President and Chief Executive Officer of the Company. Executive shall have all duties customarily associated with the office of chief executive officer, shall have primary management responsibility for the Company and its businesses, and shall perform such other duties consistent with the position of chief executive officer as may be specified from time to time by the Board of Directors of the Company (the "Board"), to whom Executive shall report. While Executive is employed by the Company, Executive shall devote full time to Executive's duties hereunder and shall not accept other employment or engage in other material business activity, except as may be approved in writing by the Board.
Sample 1
Duties and Powers of Executive 
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Related to Duties and Powers of Executive

  • Duties and Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

  • Duties of Executive During the Employment Term (as defined in Section 1), the Executive shall hold the title of President and Chief Executive Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. During the Employment Term, the Executive shall be the most senior executive officer of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his responsibilities under this Agreement. The Executive will comply with and be bound by the Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

  • Duties and Position The Company hires the Employee in the capacity of General Manager. The Employee's duties may be reasonably modified at the Company's discretion from time to time.

  • Duties and Authority of Officers Except as modified by the Governance Board, the duties and authorities of the Officers are as set forth in Schedule 8.2.

  • Duties and Responsibilities of Executive (a) During the Employment Period, Executive shall devote Executive’s full business time and attention to the business of the Company and its Affiliates, as applicable, and will not hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the positions identified in Section 1, as well as such additional duties as may be assigned to Executive by the Holdings Board from time to time. (b) Executive represents and covenants that Executive is not the subject of or a party to any employment agreement, non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Company and its Affiliates fiduciary duties, including duties of care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Company and its Affiliates under common law. The Parties acknowledge and agree that Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Company and, in providing such services, Executive will not be violating Executive’s obligations hereunder so long as Executive abides by the terms of Sections 7, 8, and 9 below in the course of performing such services.

  • Duties of the Executive (a) Subject to the ultimate control and discretion of the Boards, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania. (b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers. (c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.

  • Duties of the Employee The Executive represents and warrants that the performance by Executive of the Executive’s duties and obligations under this Agreement will not violate any agreement between the Executive and any other person, firm, partnership, corporation or other organization.

  • Duties of Consultant The Consultant agrees that it will generally provide the following specified consulting services through its officers and employees during the term specified in Section 1, above. (a) Consult with and assist the Company in developing and implementing appropriate plans and means for presenting the Company and its business plans, strategy and personnel to the financial community, establishing an image for the Company in the financial community, and creating the foundation for subsequent financial public relations efforts; (b) Introduce the Company to the financial community, including, but not limited to, retail brokers, buy side and sell side institutional managers, portfolio managers, analysts, and financial public relations professionals; (c) With the cooperation of the Company, maintain an awareness during the term of this Agreement of the Company’s plans, strategy and personnel, as they may evolve during such period, and consult and assist the Company in communicating appropriate information regarding such plans, strategy and personnel to the financial community; (d) Assist and consult the Company with respect to its (i) relations with stockholders, (ii) relations with brokers, dealers, analysts and other investment professionals, and (iii) financial public relations generally; (e) Perform the functions generally assigned to stockholder relations and public relations departments in major corporations, including responding to telephone and written inquiries (which may be referred to the Consultant by the Company); reviewing press releases before they are released by the Company as well as reports and other communications with or to shareholders, the investment community and the general public; consulting with respect to the timing, form, distribution and other matters related to such releases, reports and communications; and, at the Company’s request and subject to the Company’s securing its own rights to the use of its names, marks, and logos, consulting with respect to corporate symbols, logos, names, the presentation of such symbols, logos and names, and other matters relating to corporate image; (f) Upon and with the Company’s direction and written approval, disseminate information regarding the Company to shareholders, brokers, dealers, other investment community professionals and the general investing public; (g) Upon and with the Company’s direction, conduct meetings, in person or by telephone, with brokers, dealers, analysts and other investment professionals to communicate with them regarding the Company’s plans, goals and activities, and assist the Company in preparing for press conferences and other forums involving the media, investment professionals and the general investment public; (h) At the Company’s request, review business plans, strategies, mission statements budgets, proposed transactions and other plans for the purpose of advising the Company of the public relations implications thereof; and (i) Otherwise perform as the Company’s consultant for public relations and relations with financial professionals.

  • Limitations on the Employment of the Adviser The services of the Adviser to the Company are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as its services to the Company hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

  • Executive Duties During and after Executive’s employment with the Company, Executive shall, without additional compensation: (i) promptly disclose to the Company any Employee Development, specifically identifying any inventions, improvements or other portions of the Employee Development that are potential patentable or susceptible to protection as a trade secret; (ii) execute and deliver any and all applications, assignments, documents, and other instruments that the Company shall deem necessary to protect the right, title and interest of the Company or its designee in or to any Employee Development; (iii) reasonably cooperate and assist in providing information for making and completing regulatory and other filings in connection with any Employee Development; (iv) reasonably cooperate and assist in providing information for or participating in any action, threatened action, or considered action relating to any Employee Development; and (v) take any and all other actions as the Company may otherwise require with respect to any Employee Development.

Most Referenced Clauses

Most Referenced Definitions