Management; Board of Directors Sample Clauses

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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1
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 
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 Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • 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.

  • 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.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • Board of Directors of the Company (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • 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.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.