Elected Officers. The executive officers of the Company shall serve at the pleasure of the Board. The elected officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Secretary, a Controller, and such other officers (including, without limitation, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents) as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the Directors other than the Peabody Designee. All other officers may, in the discretion of the Board, be chosen from among the Directors other than the Peabody Designee. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V, and such other authority and duties as may be delegated to each of them, respectively, by the Board from time to time. The Board or any committee thereof may from time to time elect such other officers (including one or more Vice Presidents, Assistant Secretaries and Assistant Controllers) as may be necessary or desirable for the conduct of the business of the Company. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board or such committee, as the case may be.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Merger Agreement (Penn Virginia GP Holdings, L.P.)
Elected Officers. The executive officers of the Company shall serve at the pleasure of the Board. Such officers shall have the authority and duties delegated to each of them, respectively, by the Board from time to time. The elected officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Secretary, a Controller, and such other officers (including, without limitation, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents) as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the Directors other than the Peabody Designee. All other officers may, in the discretion of the Board, be chosen from among the Directors other than the Peabody Designee. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V, and such other authority and duties as may be delegated to each of them, respectively, by the Board from time to time. V. The Board or any committee thereof may from time to time elect such other officers (including one or more Vice Presidents, Assistant Secretaries and Assistant Controllers) as may be necessary or desirable for the conduct of the business of the Company. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board or such committee, as the case may be.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Limited Liability Company Agreement (Penn Virginia Resource Partners L P)
Elected Officers. The executive officers of the Company shall serve at the pleasure of the BoardBoard of Directors. Such officers shall have the authority and duties delegated to each of them, respectively, by the Board of Directors from time to time. The elected officers of the Company shall be a Chairman of the Board, include a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Secretary, a Controller, and such other officers (including, without limitation, Executive Vice Presidentsa Chief Accounting Officer, Senior Vice Presidents General Counsel/Secretary, and Vice Presidents) ), as the Board of Directors from time to time may deem proper. The Chairman of the Board shall be chosen from among the Directors other than the Peabody Designee. All other officers may, in the discretion of the Board, be chosen from among the Directors other than the Peabody Designee. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V, and such other authority and duties as may be delegated to each of them, respectively, by the Board from time to time. The Board or any committee thereof may from time to time elect such other officers (including one or more Vice Presidents, Assistant Secretaries and Assistant Controllers) as may be necessary or desirable for the conduct of the business of the CompanyVI. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board of Directors or such committee, as the case may be. Unless otherwise prescribed by the Board of Directors and except for those matters described in Section 5.12(f) and expressly enumerated in Sections 5.12(c)(i) through Section 5.12(c)(xvii), Section 5.12(d)(i) through Section 5.12(d)(ix) and Section 5.12(e)(i) through Section 5.12(e)(xiv), the officers elected by the Board of Directors shall have and are hereby given the general unlimited authority to make decisions, sign all contractual commitments and approve payments related to the operation of any Group Member or Joint Venture; provided, however, that no FS Officer shall make decisions or sign contractual commitments or approve any payments related to any SP Contributed Company without approval of an SP Officer and no SP Officer shall make decisions or sign contractual commitments or approve any payments related to any FS Contributed Company without the approval of an FS Officer.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (8point3 Energy Partners LP), Master Formation Agreement (Sunpower Corp)
Elected Officers. The executive officers of the Company shall serve at the pleasure of the Board. The elected officers of the Company Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Secretary, a ControllerTreasurer, a Controller and such other officers (including, without limitation, Executive Vice Presidents, Presidents and Senior Vice Presidents and Vice Presidents) as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the Directors other than Directors. Any two or more offices may be held simultaneously by the Peabody Designeesame person, except as otherwise expressly required by applicable law. All other officers may, in The Board may if the discretion positions of Chairman of the Board and Chief Executive Officer are held by the same individual elect a Lead Director from among the independent (as such term is defined by applicable SEC rule or regulation) members of the Board, be chosen from among the Directors other than the Peabody Designee. All officers elected by who will serve as a liaison between the Board and the Chairman of the Board and Chief Executive Officer. Elected officers shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V, and IV. Such officers shall also have such other authority powers and duties as from time to time may be delegated to each of them, respectively, conferred by the Board from time to timeor by any Committee thereof. The Board or any committee thereof the Chief Executive Officer may from time to time elect appoint such other officers (including one or more Vice Presidents, Assistant Secretaries and Assistant Controllers) Treasurers), as may be necessary or desirable for the conduct of the business of the CompanyCorporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or these By-Laws or, to the extent consistent with these By-Laws, as may be prescribed by the Board or the Chief Executive Officer. The Executive Officers of the Corporation shall consist of such committee, officers as the case Board may bedesignate as Executive Officers from time to time, who may or may not be "executive officers" as defined under rules of the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Merger Agreement (Cinergy Corp), Merger Agreement (Duke Energy Corp)
Elected Officers. The executive officers of the Company shall serve at the pleasure of the Board. (a) The elected officers of the Company Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Secretary, a ControllerTreasurer, and such other officers (including, without limitation, Senior Vice Presidents and Executive Vice Presidents, Senior Vice Presidents and Vice Presidents) as the Board of Directors from time to time may deem proper. The Corporation shall have a non-executive Chairman of the Board who shall be chosen from among the Directors other than the Peabody Designee. All other officers mayDirectors, in the discretion by resolution approved by 75% of the Whole Board, be chosen from among the Directors other than the Peabody Designee. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V, and IV. Such officers shall also have such other authority powers and duties as from time to time may be delegated to each of them, respectively, conferred by the Board from time to timeof Directors. The Board or any committee thereof of Directors may from time to time elect elect, or the Chief Executive Officer may appoint, such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Controllers) Treasurers), as may be necessary or desirable for the conduct of the business of the CompanyCorporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement these By-Laws or as may be prescribed by the Board of Directors or such committeeby the Chief Executive Officer, as the case may be.
(b) Section 4.01(a) may be altered, amended or repealed only by the affirmative vote of 75% of the Whole Board or by the affirmative vote of the holders of at least 75% of the voting power of all Voting Stock then outstanding, voting together as a single class.
Appears in 2 contracts
Samples: Transaction Agreement (Weyerhaeuser Co), Transaction Agreement (Domtar CORP)
Elected Officers. The executive officers of the Company shall serve at the pleasure of the Board. Such officers shall have the authority and duties delegated to each of them, respectively, by the Board from time to time. The elected officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Secretary, a ControllerTreasurer, an Assistant Secretary and such other officers (including, without limitation, a President, a Chief Operating Officer, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Vice Presidentsa General Counsel) as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the Directors other than the Peabody Designee. All other officers may, in the discretion of the Board, be chosen from among the Directors other than the Peabody DesigneeDirectors. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V, and such other authority and duties as may be delegated to each of them, respectively, by the Board from time to timeVIII. The Board or any committee thereof may from time to time elect or appoint, as the case may be, such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant ControllersTreasurers) and agents, as may be necessary or desirable for the conduct of the business of the Company. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board or such committee, as the case may be.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Williams Partners L.P.)
Elected Officers. The executive officers of the Company (the “Officers”) shall be selected by, and serve at the pleasure of of, the Board. The elected officers Officers shall carry on the day to day activities of the Company and shall have such other authority and duties delegated to each of them, respectively, by the Board from time to time. The Officers shall be a Chairman of the Board, a President and Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a SecretaryChief Operating Officer, a Controller, Secretary and such other officers (including, without limitation, including Executive Vice Presidents, Senior Vice Presidents and Vice Presidents) as the Board from time to time may deem properelect in accordance with this Article VIII. The Chairman of the Board shall be chosen from among the Directors other than the Peabody DesigneeAxxxxx Xxxxxxx. All other officers may, in the discretion of the Board, be chosen from among the Directors other than the Peabody Designee. All officers elected by the Board Officers shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V, and such other authority and duties as VIII. Any Person may be delegated to each of them, respectively, selected by the Board from time to timehold multiple offices. The Board or any committee thereof may from time to time elect such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant ControllersTreasurers) as may it determines to be necessary or desirable appropriate for the conduct of the business of the Company. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board or such committee, as the case may beBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Axar Capital Management L.P.)