Executive’s Position, Duties, and Authority Sample Clauses

Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Executive Vice President and Chief Financial Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer’s failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amend...
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Executive’s Position, Duties, and Authority. 3.1 The Employer shall employ the Executive, and the Executive shall serve, as Executive Vice President, General Counsel and Secretary of the Employer and of any successor by merger, acquisition of substantially all of the assets of the Employer or otherwise. 3.2 The Executive shall have executive duties, functions, authority and responsibilities commensurate with the office or offices he from time to time holds with the Employer. 3.3 The Executive shall serve without additional remuneration as (a) a member of any committee of the Board, as determined by the Board; and (b) a director and/or officer of one or more of the Employer's subsidiaries, if appointed to such position by the Employer.
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Executive’s Position, Duties, and Authority. 3.1 The Employer shall employ the Executive, and the Executive shall serve as the President of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may amend its policies from time to time during the Term, to the extent not inconsistent with the terms of this Agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this Agreement in the manner authorized by Section 17.5 of this Agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this Agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Employer shall be deemed the Employer for all purposes in connection with this Agreement, and without a requirement that additional consideration be delivered to the Executive in connection with the reorganization.
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Executive’s Position, Duties, and Authority. 3.1 The Employer shall employ the Executive, and the Executive shall serve as Senior Executive Vice President and Director of Legal and Governmental Affairs of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement.
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Executive’s Position, Duties, and Authority. 3.1 The Employer shall employ the Executive, and the Executive shall serve as Head of Business Development of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices the Executive from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Chief Executive Officer, to whom Executive shall report. 3.2 The Executive agrees to tailor Executive’s conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 Executive acknowledges and agrees that his resume and other information given to Employer and his satisfaction and compliance with the Employer’s employment manual procedures in all material respects is a material consideration in Employer entering into this Agreement and Executive’s failure to do so would be a material breach of this Agreement.
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Executive’s Position, Duties, and Authority. 3.1 The Employer shall employ the Executive, and the Executive shall serve as the Chief Operating Officer of the Employer and the Chief Executive Officer of each of FX Luxury Realty, LLC, a Delaware limited liability company and a direct subsidiary of the Employer, and BP Parent LLC, a Delaware limited liability company and an indirect subsidiary of the Employer (“BP Parent”), and in such other positions with the Employer and these and its other subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer and its subsidiaries, subject, in accordance with applicable law, to the supervision and direction of the Chairman of the Board (the “Chairman”). Without limiting the generality of the foregoing, the Executive shall be responsible for the execution, design, construction, pre-opening and operations of the Employer’s hotels, casinos, retail and entertainment properties located in Las Vegas, Nevada and Memphis, Tennessee and such other markets as designated by the Chairman. As soon as practicable after the effective date of the Registration Statement (as defined in Section 7.2 below), the Board shall appoint the Executive as a member of the Board, subject to removal and re-election in accordance with the provisions of the Employer’s certificate of incorporation and by-laws applicable to all members of the Board, as in effect during the Term. 3.2 The Executive agrees to tailor his conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may amend its policies from time to time during the Term, to the extent not inconsistent with the terms of this Agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this Agreement in the manner authorized by Section 17.5 of this Agreement. 3.3 The Executive acknowledges that during the Term, the Employer may, without the necessity of obtaining the Executive’s consent, implement one or more corporate reorganizations for financial, tax, or related business reasons which do not constitute a Change in Control as such event is defined in Section 12.2 of this Agreement. The Executive agrees that, so long as any such reorganization does not constitute a Change in Control, the reorganized Em...
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Executive’s Position, Duties, and Authority. 3.1 The Employer shall employ the Executive, and the Executive shall serve as Chief Executive Officer of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices the Executive from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board and its Executive Chairman. 3.2 The Executive agrees to tailor Executive’s conduct with the written employment policies which the Employer generally applies to all of its employees, and additionally agrees that the Employer may make necessary and reasonable amendments to its policies from time to time during the Term, to the extent not inconsistent with the terms of this agreement. The Executive and the Employer agree that these policies supplement, but do not amend or otherwise modify, the express terms of this agreement in the manner authorized by Section 17.5 of this agreement. 3.3 As soon as practicable after the Effective Date, and simultaneously with the appointment of a majority of the members of the Board who are “independent” in accordance with the provisions of applicable law, the Board shall appoint the Executive as a member of the Board, subject to removal and reelection in accordance with the provisions of Employer’s Certificate of Incorporation and By-Laws applicable to all members of the Board as in effect during the Term.
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Executive’s Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Executive Vice President and Director of Legal and Governmental Affairs of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board.
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Executive’s Position, Duties, and Authority 
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Related to Executive’s Position, Duties, and Authority

  • Duties and Authority Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of Parent (the "Board") or the Company's President and Chief Executive Officer may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote substantially all his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved by the President and Chief Executive Officer, and make passive investments, which do not interfere with the Executive's day-to-day acquittal of his responsibilities to the Company.

  • 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 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.

  • Corporate Status and Authority DOC ID - 32901658.22 34 . (i) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all corporate power and authority to carry on its business as presently conducted and to own, lease and operate its properties, and is duly qualified and in good standing (if applicable) as a foreign corporation duly authorized to do business in all jurisdictions, except where the failure to have such power and authority or to be duly qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has all requisite corporate power and authority (other than, as of the date hereof, the obtaining of the Company Stockholder Written Consent) to (i) execute and deliver this Agreement and each other Transaction Document to which it is a party, (ii) perform its obligations hereunder and thereunder, and (iii) consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other Transaction Document to which the Company is a party, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action of the Company (other than, as of the date hereof, the Company Stockholder Written Consent). The Company has duly executed and delivered this Agreement, and each other Transaction Document to which the Company is a party when executed and delivered by the Company, will be duly executed and delivered. This Agreement constitutes, and each other Transaction Document to which the Company is a party will constitute (assuming the due and valid authorization, execution and delivery hereof and thereof by each of the other applicable parties hereto and thereto), the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity) (the “Enforceability Exceptions”). (ii) The Company has made available to Parent true, complete and correct copies of the Organizational Documents of the Group Companies.

  • Position; Duties (a) The Executive shall serve as the President of the Company under this Agreement during the Employment Term. As President of the Company, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Company. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

  • Position, Duties and Responsibilities During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

  • Additional Duties (i) In addition to the duties of the Administrator set forth in Section 1(a), the Administrator shall perform such calculations, and shall prepare, execute and file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, notices, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, that is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Basic Documents as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. The responsibilities of the Administrator shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law, and the Owner Trustee hereby requests that the Administrator perform such obligations. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties set forth in Sections 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator shall provide notices to the Rating Agencies as required under the Basic Documents. (vii) It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business.

  • Duties and Responsibilities of Executive (a) During the Employment Period, Executive shall devote his full time and attention during normal business hours to the business of the Employers, will act in the best interests of the Employers and will perform with due care his duties and responsibilities. Executive’s duties will include those normally incidental to the positions set forth in Section 1 hereof as well as whatever additional duties may be assigned to him by the Board of Directors of MEI (the “MEI Board”), the Chief Executive Officer of MEI, the Board of Directors of MERI (the “MERI Board”), or the Chief Executive Officer of MERI. Executive agrees to cooperate fully with the MEI Board, the Chief Executive Officer of MEI, the MERI Board, and the Chief Executive Officer of MEI, and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold employment other than that set forth in Section 1 hereof without the advance written approval of the Board of MEI and the Board of MERI. It shall not be a violation of this Agreement for Executive to (1) serve on corporate, civic, or charitable boards or committees (except for boards or committees of a business organization that competes with an Employer in any business in which the Employer is regularly engaged), which are listed on Exhibit A so long as such service does not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement, as determined in the good faith opinion of the Board of MEI and the Board of MERI, (2) manage personal investments, or (3) take vacation days and reasonable absences due to injury or illness, as set forth herein and/or permitted by the general policies of the Employers. (b) Executive represents and covenants to the Employers that he is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his 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 Employers a duty of loyalty and that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Employers under the common law. MEI and MERI each acknowledge that Executive’s simultaneous employment with the Employers will not be considered a violation of any provision of this Section 2.

  • Employment Duties and Responsibilities A) The Company shall employ the Executive, and the Executive shall serve the Company, as President and Chief Executive Officer, with such duties and responsibilities as may be assigned to the Executive by the Board of Directors of the Company (“BOD”) and are typically associated with a position of that nature. B) The Executive shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently and competently in a manner consistent with the policies and goals of the Company as determined from time to time by the BOD. C) The Executive shall report to the BOD of the Company. D) The Executive shall not engage in any activities outside the scope of his employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement. E) The Executive shall not serve as a director (or the equivalent position) of any company or entity other than the Company and shall not render services of a business, professional or commercial nature to any other person or firm, except for not-for-profit entities, without prior written consent of the BOD. Such consent shall not be unreasonably withheld. F) The Executive shall not receive fees or other remuneration for work performed either within or outside the scope of his employment without prior written consent of the BOD. Such consent shall not be unreasonably withheld.

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