LIST OF INITIAL DIRECTORS AND OFFICERS Sample Clauses

LIST OF INITIAL DIRECTORS AND OFFICERS. Name Position and Offices Held ---- ------------------------- Managing Director and President Director and Treasurer Director and Secretary Annex F to the Amended and Restated Limited Liability Company Agreement INVESTMENT POLICIES The Company will maintain its assets in a manner that will not require the Company to be registered as an investment company under the 1940 Act. The Company will not (i) invest in the securities of other issuers for the purpose of exercising control over such issuers, (ii) underwrite securities of other issuers, (iii) actively trade in investments, (iv) offer securities in exchange for property or (v) make loans to third parties, including, without limitation, officers, directors or other affiliates of the Company. The Company may not hold or invest in any securities other than the Subordinated Notes issued by the Cayman Islands branch of the Bank with an aggregate principal amount of $o or other securities issued by the Bank acting through a branch, agency or other office located outside of the United States or by a non-U.S. branch of a non-U.S. subsidiary of the Bank (together, "Eligible Investments"). With respect to any Eligible Investments other than the Subordinated Notes purchased by the Company, the terms thereof must be established in good faith to reflect, to the extent deemed advisable by the Bank, arm's-length market terms at the time of purchase and the purchase by the Company of Eligible Investments must be approved by the affirmative vote of a majority of the entire Board of Directors. Upon receipt at of the principal amount of the Subordinated Notes, the Company will either invest the principal amount received in other Eligible Investments or, if the Company elects to redeem the Company Preferred Securities at such time (subject to having received prior approval of the Swiss Federal Banking Commission to do so, if then required), apply such amount to the redemption price of the Company Preferred Securities. Capitalized terms not defined herein have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement, dated ____ __, 200*, of UBS Preferred Funding Company LLC IX, as the same may be amended from time to time. Annex G to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER * PREFERRED SECURITIES: $* *% NONCUMULATIVE COMPANY PREFERRED SECURITIES (liquidation preference $[1,000][25] per security) of UBS PREFERRED FUNDING COMPAN...
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LIST OF INITIAL DIRECTORS AND OFFICERS. NAME ---- Millx Xxxxx Sole Director, President, Treasurer and Assistant Secretary Joan Xxxxxxxxxx Vice President and Secretary 66 ANNEX F to the Amended and Restated Limited Liability Company Agreement AMOUNT OF COMPANY CERTIFICATE NUMBER 1 PREFERRED SECURITIES: $200,000,000 -----------
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Related to LIST OF INITIAL DIRECTORS AND OFFICERS

  • Post-Closing Directors and Officers Subject to the terms of the Acquiror Organizational Documents, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing:

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • 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.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

  • 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.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

  • Charter Documents Directors and Officers (a) The charter of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the charter of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Indemnification of Directors and Officers; Tail Insurance (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Purchaser or Merger Sub and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Purchaser or Merger Sub (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the Purchaser or Merger Sub, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, the Purchaser shall cause the Organizational Documents of the Purchaser and the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the Purchaser and Merger Sub to the extent permitted by applicable Law. The provisions of this Section 5.18 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.

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