Interests of Directors and Executive Officers Sample Clauses

Interests of Directors and Executive Officers transactions and --------------------------------------------------------------- arrangements concerning the options. ----------------------------------- A list of our directors and Executive Officers is attached to this Offer to Redback as Schedule A. As of September 26, 2001, our directors and Executive Officers, as a group, beneficially owned options outstanding under our 1999 Plan to purchase a total of 3,183,681 of our shares, which represented approximately 13% of the shares subject to all options outstanding under that plan as of that date. Members of the Board of Directors are not eligible to --- participate in the offer and therefore will not receive any replacement options granted under the 1999 Plan as a result of this offer. Directors and Executive Officers, as a group, beneficially owned options outstanding under all of our stock plans and agreements to purchase a total of 11,508,481 of our shares, which represented approximately 27% of the shares subject to all options outstanding under the plans and agreements as of that date. As mentioned, options to purchase our shares owned by directors are not eligible to be tendered in the offer. Securities Ownership of Each of Our Directors, Executive Officers and --------------------------------------------------------------------- 5% Stockholders --------------- The following table sets forth information regarding the beneficial ownership of our common stock as of September 26, 2001, by: [_] each of our directors; [_] each of our Executive Officers; [_] each person or group of affiliated persons who is known to us to beneficially own 5% or more of our common stock; and [_] all current directors and Executive Officers as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of September 26, 2001, are deemed issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of each other stockholder. Except as indicated in the footnotes to this table and subject to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by them. This table also includes ...
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Interests of Directors and Executive Officers. Transactions and Arrangements Concerning the Original Warrants and Our Common Stock The Offer is open to all holders of Original Warrants, including any of our directors, officers and affiliates who are holders of such warrants. The terms of the Offer are equally applicable to our directors, officers and affiliates as to any other holder of Original Warrants. We expect that some or all of our directors and officers will participate in the Offer. As of April 30, 2012, the following directors and officers of the Company and persons we know to beneficially own more than 5% of the outstanding shares of our Common Stock hold Original Warrants that are eligible to participate in the Offer: Name and Title Warrant Group(s) Total Number of Shares Underlying Original Warrants Percentage of Total Shares Underlying Original Warrants Directors and Executive Officers Jxxx X. Xxxxxx 2012 Warrants and 2013 Warrants 4,783,923 (1) 16.9% Mxxxxxx X. Xxxxx/ Kuekenhof Equity Fund, LLP (2) 2013 Warrants 1,736,574 6.1% Rxxxxx Xxxx/ Hxxx Management, LLC (3) 2013 Warrants 218,410 * Rxxxxx X. Xxxxx 2013 Warrants 242,535 * Rxxxxxx X. Xxxxxx 2013 Warrants 56,120 * 5% or Greater Stockholders Dxxxxxx Xxxxxx (4) 2013 Warrants 3,266,466 11.5% Rxxxxxx Xxxxxxxx (5) 2013 Warrants 2,798,469 9.9% __________
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Interests of Directors and Executive Officers. Our directors and executive officers are as set forth in “The Offer—Section 11. Information Concerning ConvergeOne.” The following table shows the number of Warrants beneficially owned as of February 23, 2018, by each of our directors and executive officers and by all such persons as a group. The business address of each of the individuals is c/o ConvergeOne Holdings, Inc. 0000 Xxxxxxx 000 Xxxxx, XX 00000. Name Number of Warrants Owned Percentage of Total Warrants Outstanding Cash to be Received in the Offer Xxxx X. XxXxxxx, Xx. — — $ — Xxxx X. Xxxxx — — — Xxxxx Xxxxx 12,500 * 11,875 Xxxxxxx Xxxxxxx 7,500 * 7,125 Xxxxx X. X. Xxxxxxx — — — Xxxxxx Xxxxxxx — — — Xxxx X. Xxxxxxxxx — — — Xxxxxxxxxxx Xxxxxxx — — — All directors and executive officers as a group (13 persons) 20,000 * 19,000 * represents less than 1% of outstanding Warrants Participation in the Offer We expect our directors will tender the Warrants they hold pursuant to the Offer.
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Interests of Directors and Executive Officers transactions and arrangements concerning the options. A list of our Directors and Executive Officers is attached to this Offer to Exchange as Schedule A. As of June 1, 2010, our Executive Officers and Directors (12 persons) as a group held options unexercised and outstanding under our Plans to purchase a total of 723,421 of our common shares, which represented approximately 54.7% of the shares subject to all options outstanding under our Plans as of that date. Of these options, a total of 433,850 shares, or 32.8% of the shares subject to all options outstanding under our Plans as of that date are Eligible Options held by our Executive Officers. Name Position Number of Shares Covered by Outstanding Options Granted Under our Plans Percentage of Total Outstanding Options Under our Plans Xxxxx X. Xxxxx Director, President & CEO 128,885 9.7 % Xxxxxxx X. Xxxxxxx Director, Executive VP 83,856 6.3 % Xxxxx X. Xxxxxx Chief Financial Officer 81,930 6.2 % Xxxxxxx X. Xxx Chief Technical Officer 78,125 5.9 % Xxx X. Xxxxxx VP Operations and Engineering 68,225 5.2 % Xxxxxxx Xxxx Director 60,250 4.6 % Xxxxxxx Xxxxxx Xx. VP Worldwide Sales 55,500 4.2 % Xxx X. Xxxxxxx VP and Controller 52,400 4.0 % Xxxx Xxxxxx Director 50,250 3.8 % Xxxxx Xxxxxx Director 36,000 2.7 % Xxxxxx X. Xxxxxx Director 21,000 1.6 % Xxxxxxx X. Xxxxx, Xx. Director 7,000 0.5 % Totals 723,421 54.7 % __________________________ Included in the above totals were grants made to our independent directors at the first board meeting following their election by the stockholders at the annual meeting of stockholders on April 29, 2010 as has been the customary practice of the Board. Xxxxxx made on April 29, 2010 were as follows: Name Position Number of Shares Xxxxxxx Xxxx Director 10,000 Xxxx Xxxxxx Director 8,000 Xxxxx Xxxxxx Director 6,000 Xxxxxx X. Xxxxxx Director 5,000 Xxxxxxx X. Xxxxx, Xx. Director 7,000 Also included in the above totals were annual grants made to our officers on June 1, 2010 as follows: Name Position Number of Shares Xxxxx X. Xxxxx Director, President and CEO 10,000 Xxxxxxx X. Xxxxxxx Director, Executive VP 7,500 Xxxxx X. Xxxxxx Chief Financial Officer 7,500 Xxxxxxx X. Xxx Chief Technical Officer 7,500 Xxx X. Xxxxxx VP Operations and Engineering 12,500 Xxxxxxx Xxxxxx Xx. VP Worldwide Sales 7,500 Xxx X. Xxxxxxx VP and Controller 12,500
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Interests of Directors and Executive Officers. TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES The Company has 18,855,906 issued and outstanding shares as of October 31, 2002. The 1,500,000 shares that the Company is offering to purchase pursuant to the offer represent approximately 8% of the Company's shares outstanding. The following table sets forth as of October 31, 2002 the beneficial ownership of the Company's common stock by the each director and executive officer of the Company. The table also reflects the beneficial ownership of the Company's voting securities by each person known by the Company to own beneficially more than 5% of its common stock. Shares issuable upon exercise of outstanding options that are currently exercisable or will become exercisable within 60 days are treated as outstanding for the purpose of computing the beneficial ownership of the person who holds the options, but not for the purpose of computing the percentage ownership of any other person or group. To the Company's knowledge, the shareholders listed below have sole voting and investment power, except as otherwise noted. All information is based upon filings with the Securities and Exchange Commission or upon information provided to the Company. AMOUNT OF PERCENT SHAREHOLDER BENEFICIAL OWNERSHIP OF CLASS(1) ----------- -------------------- ----------- Xxxxx X. Xxxxxx 3,236,500 17.16% 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Xxxxxx X. Xxxxx 604,280(2) 3.16% 000 Xxxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Xxxxxxx Xxxxx 75,200(3) 0.40% 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Xxxx Xxxxxxx -- -- 0000 Xxxxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Xxxxxx X. Xxxxxx 466,676(4) 2.44% 000 Xx. Xxxx Xxxxxx Denver, CO 80202
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Interests of Directors and Executive Officers. Transactions and Arrangements Concerning the Original Warrants and Our Common Stock The Offer is open to all holders of Original Warrants, including any of our directors, officers and affiliates who are holders of such warrants. The terms of the Offer are equally applicable to our directors, officers and affiliates as to any other holder of Original Warrants. We expect that some or all of our directors and officers will participate in the Offer. We are not aware of any 5% or greater stockholders that hold Original Warrants. As of September 30, 2013, the following directors and officers of the Company were eligible to participate in the Offer: Name and Title Total Number of Shares Underlying Original Warrants Percentage of Total Shares Underlying Original Warrants Directors and Executive Officers Jxxx X. Xxxxxx 3,796,355 16.16 % Mxxxxxx X. Xxxxx/Kuekenhof Equity Fund, LLP 211,422 * Rxxxxx Xxxx/Hxxx Management, LLC 182,370 2.56 % Rxxxxx X. Xxxxx 116,667 1.46 % __________
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Interests of Directors and Executive Officers. Information about our directors and executive officers, including information relating to stock ownership, agreements concerning our securities (including option and restricted stock grants) and the business address of such directors and officers is set forth in SCHEDULE I to this document. As of September 22, 2004, our directors ---------- and executive officers as a group beneficially owned (including pursuant to exercisable options) an aggregate of 169,506 shares (approximately 13.8% of the outstanding shares including shares issuable upon the exercise of options held by directors and executive officers). Such ownership includes 70,211 shares subject to exercisable stock options which are held by executive officers and directors. Our directors and executive officers are entitled to participate in our offer on the same basis as all other stockholders. We do not anticipate that our directors or executive officers will participate in the offer. As discussed in "Special Factors - Background of the Offer," our President and Chief Executive Officer discussed the proposal of the issuer tender offer with the Board of Directors, a majority of whom are non-employee directors, at our Board meetings. The issuer tender offer was proposed as means of permitting the Company to deregister, not for the benefit of individual directors or members of management. To this end, the Board considered several factors, including the written opinion of Capital Resources in its evaluation of the fairness of the offer. The Board deliberated the merits of the proposed transaction. Other than our President and Chief Executive Officer, who is also a director, management did not vote on the proposed offer. Accordingly, while the percentage of shares beneficially owned by management will increase as a result of the offer, the primary benefit to management following the completion of the offer and the deregistration of our common stock is the elimination of the substantial time and costs attendant to maintaining our status as an Exchange Act reporting company. This, in turn, will benefit the continuing stockholders by providing management with increased time and resources to further increase our profitability and decrease our expenses. Assuming we purchase 150,000 shares pursuant to the offer, the percentage of shares beneficially owned by executive officers and directors, would be approximately 15.6% of the outstanding shares immediately after the offer, including shares issuable upon th...
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Related to Interests of Directors and Executive Officers

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Post-Closing Board of Directors and Executive Officers (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

  • Interests of Officers and Directors Except AS DISCLOSED HEREIN, None of the officers or directors of Buyer has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Buyer, or in any supplier, distributor or customer of Buyer, or any other relationship, contract, agreement, arrangement or understanding with Buyer, except for the normal ownership interests of a shareholder and employee rights.

  • COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders No director, officer, employee, incorporator, member or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Officers, Directors and Employees JML has one officer and director, namely Xxxxx Polos, and has no employees.

  • Executive Officers To the knowledge of the Company, no executive officer or person nominated to become an executive officer of the Company (a) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding minor traffic violations) or (b) is or has been subject to any judgment or order of, the subject of any pending civil or administrative action by the Securities and Exchange Commission or any self-regulatory organization.

  • 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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