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Common use of Elected Officers Clause in Contracts

Elected Officers. (a) The elected officers of the Corporation shall be a Chief Executive Officer, a President, a Secretary, a Treasurer, and such other officers (including, without limitation, Senior Vice Presidents and Executive 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, by resolution approved by 75% of the Whole Board. 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 IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors. The Board of Directors may from time to time elect, or the Chief Executive Officer may appoint, such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Treasurers), as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws or as may be prescribed by the Board of Directors or by 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 (b) Section 4.01(a) may be altered, amended or repealed only by the affirmative vote of 75% of the Whole Board or by the affirmative vote of the holders of at least 75% of the voting power of all Voting Stock then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 (Domtar CORP), Transaction Agreement (Weyerhaeuser Co)

Elected Officers. (a) The elected officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a Treasurer, a Controller and such other officers (including, without limitation, Senior Executive Vice Presidents and Executive 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. Any two or more offices may be held simultaneously by the same person, except as otherwise expressly required by resolution approved by 75% applicable law. The Board may if the positions of Chairman of the Whole Board. All officers elected 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, who will serve as a liaison between the Board and the Chairman of Directors 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 IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directorsor by any Committee thereof. The Board of Directors may from time to time elect, or the Chief Executive Officer may appoint, from time to time appoint such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Treasurers), as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws or or, to the extent consistent with these By-Laws, as may be prescribed by the Board of Directors or by the Chief Executive Officer, . The Executive Officers of the Corporation shall consist of such officers as the case Board may be. (b) Section 4.01(a) designate as Executive Officers from time to time, who may or may not be altered, amended or repealed only by the affirmative vote of 75% "executive officers" as defined under rules 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 classSecurities and Exchange Commission.

Appears in 2 contracts

Samples: Merger Agreement (Cinergy Corp), Merger Agreement (Duke Energy Corp)

Elected Officers. (a) The executive officers of the Company shall serve at the pleasure of the Board 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 Corporation Company shall be include a Chief Executive Officer, a President, a Secretary, a TreasurerChief Financial Officer, and such other officers (including, without limitation, Senior Vice Presidents and Executive Vice Presidents a Chief Accounting Officer, General Counsel/Secretary, 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, by resolution approved by 75% of the Whole Board. 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 IVVI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors. The Board of Directors may from time to time elect, or the Chief Executive Officer may appoint, such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Treasurers), as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws this Agreement or as may be prescribed by the Board of Directors or by the Chief Executive Officersuch committee, as the case may be. (b) Section 4.01(a) may be altered, amended or repealed only . Unless otherwise prescribed by the affirmative vote Board of 75% 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 Whole Board or officers elected by the affirmative vote Board of Directors shall have and are hereby given the holders general unlimited authority to make decisions, sign all contractual commitments and approve payments related to the operation of at least 75% 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 voting power approval of all Voting Stock then outstanding, voting together as a single classan FS Officer.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (8point3 Energy Partners LP), Master Formation Agreement (Sunpower Corp)

Elected Officers. (a) The elected officers of the Corporation shall be appointed by the Board of Directors, or as otherwise provided in this Article IV, and shall include a Chief Executive Officer, a President, a SecretaryChief Financial Officer, a TreasurerSecretary, and such other officers (including, without limitation, Senior Vice Presidents and Executive Vice Presidents and Vice Presidents) as the Board of Directors from time to time may deem proper, which may include an Executive Chair, one or more Vice Presidents (including, without limitation, Senior Vice Presidents) and a Treasurer. The Corporation shall have a non-executive Chairman Any number of offices may be held by the Board who shall be chosen from among the Directors, by resolution approved by 75% of the Whole Boardsame person. All officers elected by the Board of Directors appointed in accordance with these Bylaws shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of DirectorsDirectors or by any committee thereof, or (subject to Article X) the Chief Executive Officer in the case of any Vice President, Senior Vice President or Treasurer appointed by the Chief Executive Officer pursuant to Section 4.3. The Board of Directors or any committee thereof may from time to time elect, or the Chief Executive Officer may appoint, such other officers (including one or more Assistant Vice Presidents, ControllersAssistant Secretaries, Assistant Secretaries and Assistant Treasurers)) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws Bylaws or as may be prescribed by the Board of Directors or such committee, or by the Chief Executive Officer, as the case may be. For the avoidance of doubt, such other officers and agents shall have the powers and perform the duties as are customarily incident to the position they hold. (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: Merger Agreement (Arch Resources, Inc.), Merger Agreement (CONSOL Energy Inc.)

Elected Officers. (a) The elected officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a Treasurer, a Controller and such other officers (including, without limitation, Senior Executive Vice Presidents and Executive 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. Any two or more offices may be held simultaneously by the same person, except as otherwise expressly required by resolution approved by 75% applicable law. The Board may if the positions of Chairman of the Whole Board. All officers elected 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, who will serve as a liaison between the Board and the Chairman of Directors 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 IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directorsor by any Committee thereof. The Board of Directors may from time to time elect, or the Chief Executive Officer may appoint, from time to time appoint such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Treasurers), as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws or or, to the extent consistent with these By-Laws, as may be prescribed by the Board of Directors or by the Chief Executive Officer, . The Executive Officers of the Corporation shall consist of such officers as the case Board may be. (b) Section 4.01(a) designate as Executive Officers from time to time, who may or may not be altered, amended or repealed only by the affirmative vote of 75% “executive officers” as defined under rules 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 classSecurities and Exchange Commission.

Appears in 1 contract

Samples: Merger Agreement (Duke Energy CORP)