Management and Board of Directors Sample Clauses
Management and Board of Directors. The management and board of directors of Displaytech are comprised of a seasoned team of experienced individuals. They have a combination of start-up company success, highly regarded technical talent, and significant large company experience.
Management and Board of Directors. 10.1.1. The business and affairs of the Company shall be managed under the direction and control of a board of directors (“Board of Directors”), which shall consist of a minimum of three individuals, The Board of Directors initially shall consist of the following persons: Xxxxxxx X. Xxxxx, M.D. Xxxxxx X. Xxxxxxxx, M.D. Xxxxx X. Xxxxxxx, M.D. Xxxxx X. Xxxxxxxxxx, M.D. Xxxxxx Xxxxxxxx, M.D. Xxxxxxxx Xxxxxx, M.D.
10.1.2. All powers of the Company shall be exercised by or under the authority of the Board of Directors. Decisions of the Board of Directors within its scope of authority shall be binding upon the Company and each Member.
10.1.3. Meetings of the Board of Directors shall be held at the principal place of business of the Company or at any other place that a majority of the members of the Board of Directors shall determine. In the alternative, meetings may be held by conference telephone, provided that each member of the Board of Directors can hear the others. The presence of at least two of the members of the Board of Directors shall constitute a quorum for the transaction of business. Meetings shall be held at least annually, and may be held more frequently in accordance with the schedule established by the Board of Directors. In addition, any member of the Board of Directors may convene a meeting upon at least three (3) business days’ prior written notice to the others. The Board of Directors also may make decisions, without holding a meeting, by written consent of a majority of the members of the Board of Directors. Minutes of each meeting and a record of each decision shall be kept by the designee of the Board of Directors and shall be given to the Members promptly after the meeting.
10.1.4. Decisions of the Board of Directors shall require the approval of at least two of its members.
10.1.5. Except as otherwise agreed by the Members, the members of the Board of Directors shall serve without compensation from the Company.
10.1.6. The Board of Directors shall, as soon as practicable, appoint an individual as administrator (“Administrator”) to personally supervise the day-to-day operations of the Company. The Administrator shall be subject to the general supervision and control of the Board of Directors and shall carry out the policy decisions made by the members of the Board of Directors. At each regular meeting of the Board of Directors (and, when requested by any member thereof, at any special meeting of the Board of Directors), the Administrator...
Management and Board of Directors. Concurrently with the completion of the Arrangement (i) all of the directors of the Company at or prior to the Effective Time shall resign as directors of the Company effective as of the Effective Time and Gxxx X. Xxxxx and Rxxxxx X. Xxxxxx shall become the directors of the Company, and (ii) the officers of the Company prior to the Effective Time shall resign as officers of the Company effective as of the Effective Time and the officers of the Company shall be as follows: Gxxx X. Xxxxx Chief Executive Officer Jxxxx X. Xxxxx President Rxxxxx X. Xxxxxx Chief Financial Officer Rxxxxxx X. Xxxxxxx Vice President Pxxx X. Xxxxxxxx Secretary
Management and Board of Directors. The GRIID special committee and the GRIID board considered that the combined company will be overseen by the CleanSpark executive management team who have a track record of delivering value for stockholders through successful execution of capital deployed. Governance is provided by an experienced, diverse board, which will consist of the current CleanSpark directors.
Management and Board of Directors. In the event Bickhams exercises its Second Option:
a. the VideoDome Board of Directors ("Board") shall be reconstituted so that there are four members, two of whom shall be designated by Bickhams and two of whom shall be designated by the other shareholders of VideoDome; , provided however, in the event that the Board of Directors is deadlocked on any matter, any Director may upon no less than 10 days prior notice call a meeting of the Board to elect a neutral Director and during the 10 day period the parties would diligently seek to agree on a mutually acceptable Director. If one cannot be agreed upon prior to the meeting the provisions of section 7 below shall prevail. Any neutral Director selected pursuant to this subsection a, shall serve for a term ending upon his vote in all then pending deadlocked matters.
b. the parties shall enter into a voting trust agreement in form and substance reasonably acceptable to Bickhams and its counsel which shall provide that the Board shall continue to consist of four members, two of whom are elected by Bickhams and two of whom are elected by the remaining shareholders of VideoDome until the first to occur of either of the following: (i) Bickhams fails to exercise the Final Option; or (ii) additional shares of voting securities of VideoDome are issued, except as a result of stock split, stock dividends, reverse stock splits and similar transactions or upon the exercise of employee stock options;
c. VideoDome shall enter into three year employment agreements with Danixx xxx Vardxx Xxxxxxxxx (xxllectively, the "Aharonoffs") in form and substance acceptable to Bickhams which shall provide for aggregate monthly compensation to the Aharonoffs not to exceed $15,000 and a covenant not to compete and stock buy-back option; and following the exercise of the Final Option, this aggregate monthly compensation to the Aharonoffs shall be increased to not more than $23,000.
d. So long as Bickhams or its affiliates own or control at least ten percent (10%) of VideoDome's voting stock, VideoDome agrees to provide it with: (i) financial statements as of and for its fiscal year ended December 31 which have been audited by an independent certified public accountant (the "Accountant") reasonable acceptable to Bichkams (the "Audited Financials") and
Management and Board of Directors. Concurrently with the completion of the Arrangement (i) all of the directors of the Company at or prior to the Effective Time shall resign as directors of the Company effective as of the Effective Time and nominees of Acquiror, determined by Acquiror in its sole discretion, shall become the directors of the Company, and (ii) the officers of the Company prior to the Effective Time shall resign as officers of the Company effective as of the Effective Time and nominees of Acquiror, determined by Acquiror in its sole discretion, shall become the officers of the Company.
Management and Board of Directors. At the Closing, Xxxx shall be appointed President, Chief Executive Officer and Chairman of the Board of NEOLINK. Prior to the Closing, the Purchaser and Xxxx shall negotiate a mutually agreeable employment contract ("EMPLOYMENT AGREEMENT") with Xxxx to serve in the foregoing capacities. The Employment Agreement shall be executed as soon as reasonably practicable following the Closing. The Board of Directors of NEOLINK following the Closing shall consist of Xxxx, Xxxx Xxxxx, Xxxxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxxxx.
Management and Board of Directors. At the Effective Time, Xxxxxxx will become President and Chief Executive Officer of SFT's Government Services division and will be appointed to SFT's Board of Directors. Xxxxxxx will be paid an initial annual base salary of $250,000 per annum and will receive a bonus equal to 5% of the net pre-tax profit of this division. Additionally, Xxxxxxx will be granted options, pursuant to SFT's qualified Stock Option Plan, to purchase 200,000 shares of SFT common stock, at an exercise price equal to the higher of $1.50 per share or the closing price of SFT's common stock on November 30, 2000. Xxxxxxx will also receive normal compensation as a member of SFT's Board of Directors. Xxxxxxx agrees to serve as President and Chief Executive Officer of SFT's Government Services division for a minimum term of 5 years, and devote his full time and attention to the business and affairs of SFT. Furthermore, Xxxxxxx will sign SFT's standard non-compete and confidentiality agreements.
Management and Board of Directors. Except as otherwise expressly set forth herein, the business and affairs of the Company shall be managed by a board of directors (the "Board of Directors") to the fullest extent allowed under the laws of the State of Delaware, subject to the following terms and conditions:
Management and Board of Directors. At the Closing, the Board of Directors of QUEST following the Closing shall consist of Kurt Thomet, George Zicman xxx Xxxxx Grxxxxxx.