Management; Board of Directors Sample Clauses

Management; Board of Directors. Except as otherwise specifically provided in this Agreement, the management of the Company shall be vested in the Managing Member who shall manage the Company in accordance with the Act. (a) Until “Full Payment” of the “Obligations” (as such terms are defined in the Credit Agreement hereinafter defined), the Company shall have a board of managers which shall be designated as the Company’s “Board of Directors” and each member of the Board of Directors shall be designated as a “Director.” The Board of Directors shall only have the authority expressly set forth in this Agreement. The Directors are “managers” within the meaning of the Act with only such duties and rights as are expressly set forth in this Agreement. The initial members of the Board of Directors shall be set forth on Schedule A attached hereto. Members of the Board of Directors may be appointed and removed from time to time by the Managing Member, in its sole discretion, provided, however, that until Full Payment of the Obligations, the Company shall have at least one Independent Director on the Board of Directors. The Board of Directors shall hold meetings, at such times and places to be designated by the Managing Member.
Sample 1
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Management; Board of Directors. On the Second Closing Date, the Board of Directors of the Buyer shall consist of six members which shall include three members appointed by Currency Mountain Holdings LLC including Xxxx Xxxxxxxxx (Co-Chairman), Xxxxx Xxxxxxx (Vice-Chairman) and an individual to be identified and three members appointed by the Sellers representing a majority of the Shares including Markos Kashiouris (Co-Chairman), Xxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxxxxxx. Currency Mountain Holdings Bermuda Ltd. [?] and the Sellers representing a majority of the Shares will retain the right to appoint these members for a period of three years from the Second Closing Date. For a period of three years after the Second Closing Date, an approval vote of the Board representing a minimum of 83% of the members will be acquired to approve any transaction in excess of $10,000,000. For a period of three years after the First Closing Date, all cash transfers in excess of $100,000 by the Buyer will need to be approved by Xxxx Xxxxxxxxx. During the period from the First Closing Date until the Second Closing Date, the Buyer will not be permitted to sell, assign or transfer Iron Australia without the express written approval of Markos Kashiouris and all proceeds from such sale, if approved, shall be placed in escrow until the Termination Date or the Second Closing Date. For a period of two years after the Second Closing Date, an approval vote of the Board representing a minimum of 83% of the members voting in favor of any cash dividend and in favor of the exercise of the option to acquire the Bermuda Entity (as defined below) will be required. Following the Second Closing Date, a minimum of six directors must be on the Board for any vote to be taken. Xxxxx Xxxxxx shall serve as the President of Nukkleus Limited (“Nukk Bermuda”), the Buyer’s wholly owned subsidiary incorporated in Bermuda, which has acquired certain “Forexware” assets. Markos Kashiouris shall serve as the CEO and President of the Company. Following the Second Closing Date, Xxxxxxx Xxxxxxxxxx shall serve as the Chief Financial Officer of Buyer and Xxx Xxxxx Caiato shall serve as Controller of Buyer. Further, within 12 months of the Second Closing Date, a “Global Manager” shall be engaged by the Buyer to manage the collective operations of Nukk Bermuda and the Company.
Sample 1
Management; Board of Directors. (a) Subject to Section 8.2, the business and affairs of the Company shall be managed by or under the direction of a Board of one or more Directors designated by the Initial Member. Subject to Section 8.3, the Initial Member may determine at any time in its sole and absolute discretion the number of Directors to constitute the Board. The authorized number of Directors may be increased or decreased by the Initial Member at any time in its sole and absolute discretion, upon notice to all Directors, and subject in all cases to Section 8.3. The initial number of Directors shall be five, two of which shall be Independent Directors pursuant to Section 8.3. Each Director elected, designated or appointed by the Initial Member shall hold office until a successor is elected and qualified or until such Director’s earlier death, resignation, expulsion or removal. Each Director shall execute and deliver the Directors’ Agreement. Directors need not be a Member. The initial Directors designated by the Initial Member are listed on Schedule C hereto.
Sample 1
Management; Board of Directors. Except as otherwise specifically provided in this Agreement, the management of the Company shall be vested in the Managing Member who shall manage the Company in accordance with the Act. (a) Until the Loan (as defined herein) is paid and satisfied in full, the Company shall have a board of managers which shall be designated as the Company’s “Board of Directors” and each member of the Board of Directors shall be designated as a “Director,’. The Board of Directors shall have the authority set forth in this Agreement. The Directors are “managers” within the meaning of the Act with only such duties and rights as are expressly set forth in this Agreement. The initial members of the Board of Directors shall be set forth on Schedule A attached hereto. Members of the Board of Directors may be appointed and removed from time to time by the Managing Member, in its sole discretion, provided, however, that as long as the Loan is outstanding, the Company shall have at least one Independent Director on the Board of Directors. The Board of Directors shall hold meetings, at such times and places to be designated by the Managing Member.
Sample 1
Management; Board of Directors. 5.1.1 The business and affairs of the Company shall be managed under the direction and control of a Board of Directors (the “Board”), which shall consist of not less than five (5) and not more than seven (7) voting members who shall act in accordance with and pursuant to the Bylaws of the Company attached hereto as Exhibit B. The number of voting members shall always be an odd number. The number of members of the Board shall not be increased above seven (7) or decreased below five (5) except upon the Consent of the Members. The Board initially shall consist of the following two (2) persons who each shall serve a one-year term, or until their successor is duly elected and qualified (if later): Franco Fornasari and Xxxxxxx X. Xxxxxxxx. A director may be removed from office in accordance with the Bylaws of the Company. 5.1.2 All powers of the Company shall be exercised by or under the authority of the Board. Decisions of the Board within its scope of authority shall be binding upon the Company and each Member. The Board shall have the power and authority to appoint officers in accordance with the provisions of the Bylaws to manage the day-to-day business affairs of the Company. 5.1.3 Meetings of the Board 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 determine. In the alternative, meetings may be held by conference telephone, provided that each member of the Board can hear the others. Meetings shall be held at least annually. In addition, the Chief Executive Officer or President, or any two (2) members of the Board, may convene a special meeting thereof upon at least ten (10) business days’ prior written notice to the other members. Except with respect to decisions set forth in Section 5.1.8, the Board also may make decisions, without holding a meeting, by written consent of more than fifty percent (50%) of all of the members of the Board. Minutes of each meeting and a record of each decision shall be kept by the Secretary of the Board or, in his absence, by a designee of the Board and shall be given to the Members after the meeting in a timely fashion to allow for a review of the minutes prior to the next meeting of the Board. 5.1.4 Each Member of the Board shall have one vote with respect to all matters voted on by the Board. Except for the decisions set forth in Section 5.1.8, decisions of the Board shall require the approval of more than fifty percent (50%) of its members....
Sample 1
Management; Board of Directors 
Sample 1

Related to Management; Board of Directors

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

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