Management Officers Sample Clauses

Management Officers. (a) The Board will be responsible for and will have authority to generally oversee the management of the Company. The initial officers of the Company will be as specified on Schedule 2. Unless otherwise determined by the Board, the authority of the officers of the Company and the Subsidiaries will be as is customary for officers of a Delaware corporation, including, but not limited to, the right and obligation to manage all labor relations and personnel affairs of the Company in a manner consistent with the Company’s status as a single employer separate and apart from any other entity, without limitation. (b) The Company will not take, and the Company will cause the Board and officers of each Subsidiary to not take, any of the following actions without the Required Board Approval: (i) incur debt for borrowed money in the aggregate in excess of $75.0 million; (ii) create any employee option, incentive or similar plan pursuant to which Company equity securities may be issued (“Employee Plans”); (iii) enter into any material contracts or arrangements outside the ordinary course of the Company’s and the Subsidiaries’ business, excluding any acquisition of any business by the Company or any Subsidiary, whether by merger, purchase of all or substantially all of the assets of such business or otherwise; (iv) consummate a Reorganization or a Public Offering; (v) enter into or modify any agreement or enter into any transaction between the Company or a Subsidiary and a Stockholder or any of its Affiliates other than in relation to any issuance of shares of Capital Stock at Fair Market Value that complies with Section 3.2; (vi) make any amendment to this Agreement or, except as contemplated in Section 6.1 in connection with a Reorganization, to the Company’s Constituent Documents; (vii) enter into an agreement pursuant to which it will sell or otherwise transfer all or substantially all of the Company’s and the Subsidiaries’ assets, whether by sale or transfer of assets, sale of equity, merger or a transaction of a similar nature (a “Sale Transaction”); or (viii) approve the dissolution, winding-up, liquidation or bankruptcy of the Company or a material Subsidiary. (c) The Company will not take, and the Company will cause the Board and officers of each Subsidiary to not take, any of the following actions without the approval of each Minority Stockholder: (i) consummate a Sale Transaction in which all Stockholders holding the same class of Capital Stock do not receive...
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Management Officers. In the event any management officers as named in the grievance procedure steps are one and the same, the previous steps will be deemed to have been complied with.
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Management Officers. The Board of Managers may designate individual Managers to exercise such offices and with such responsibilities as the Board of Managers deem appropriate for the System. A Manager so designated may hold two (2) or more offices. Any such Manager shall either be an employee of a Contributing Subscriber who is willing to assume such duties or a contract employee retained by a Contributing Subscriber to assume such duties. In the event that a Contributing Subscriber expends funds to either (1) supplement the pay of an existing employee to serve as a Manager, (2) hires a new full or part time employee to serve as a Manager, or (3) retains a contract employee to serve as a Manager, such expenditure of funds shall be recognized as a maintenance expense for the operation of the System and the Contributing Subscriber responsible for such expenditure of funds shall be entitled to reimbursement for same in accordance with the maintenance contribution obligations of Subscribers set forth in Article 2, Paragraph 2 of this Agreement. The Secretary shall be responsible for preparing minutes of the meetings of the Managers, and authenticating the records of the System, and attesting to the position and authority of the officers acting on behalf of the Board of Managers.
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Management Officers. The Board of Directors shall have the powers and duties provided herein and in Article III of the Constitution. The Company shall have such officers with such duties, powers and responsibilities as provided in Article IV of the Constitution.
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Management Officers. 14 4.1 Management...........................................................14 4.2
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Management Officers. From and after the Effective Time, (a) the management of the CEOC LLC, as the Surviving Company, shall be determined pursuant to the terms of the Surviving LLCA and the Confirmed Plan and applicable law and (b) the officers of the CEOC LLC at the Effective Time will continue as officers of CEOC LLC, as the Surviving Company, and will hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Surviving LLCA, or as otherwise provided by law.
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Management Officers. The Member shall have full charge of the management, conduct and operation of the Company business in all respects and in all matters, including, but not limited to, full power and authority (i) to determine all matters relating to the conduct and management of the Company's business and its winding up, (ii) to take all of the actions, in the name and on behalf of the Company, set forth in or contemplated by Section 2 or incidental thereto, and (iii) to make any and all filings necessary or, in the Member's sole discretion, appropriate under federal and state securities and other laws. The Member may (i) elect one or more officers of the Company with such titles as the Member may deem necessary, appropriate, or desirable, and (ii) delegate any or all of its rights, powers and authority to one or more of such officers as the Member may from time to time determine.
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Management Officers 
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Related to Management Officers

  • 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.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Management Team Subject to any approval or consulting rights of the --------------- Joint Operations Committee, Manager shall engage or designate one or more individuals experienced in dental group management and direction, including, but not limited to, an administrator, who will be responsible for the overall administration of the Practice including day-to-day operations and strategic development activities.

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • 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).

  • Union Officers Employees hereafter elected or appointed to full­ time Union office shall be granted a leave of absence without loss of sen­ iority but without accumulating seniority during the period of the leave of absence.

  • LABOUR MANAGEMENT RELATIONS 9:01 No employee or group of employees shall undertake to represent the Union at meetings with the Employer without the proper authorization of the Union. The Employer shall not meet with any employee or group of employees undertaking to represent the Union without the proper authorization of the Union. In representing an employee or group of employees, a representative of the Union shall be the spokesperson. In order that this may be carried out, the Union shall supply the Employer with the names of its Officers and representatives. Likewise the Employer shall supply the Union with a list of its Designated Authorities and Chairs where the Chair is not the Designated Authority. Neither the Union nor the Employer shall be required to recognize such representatives until written notification has been received. 9:02 The Union and the Employer acknowledge the mutual benefit of joint consultation and agree, therefore, that there shall be a joint labour/management committee consisting of three (3) representatives from and selected by each party. There shall be one (1) regularly scheduled Labour/Management Committee meeting in each four (4) month term or semester (January to April, May to August, September to December). In addition, meetings shall be arranged at the request of either party through the Labour Relations Department, by submitting in writing the topics to be discussed. Such meetings shall take place, at a mutually-agreeable time, within ten (10) working days of the receipt of the request for the meeting. Meetings shall not be used to discuss matters which are the subject of a grievance nor to discuss any matters which are, at the time, the subject of collective bargaining. The committee shall function in an advisory capacity only, making recommendations to the Union and/or the Employer with respect to its discussions and conclusions, and shall not have the power to add to or modify the terms of this agreement. A representative of each party shall be designated Co-Chairperson, and the two persons so designated shall alternate in presiding over meetings.

  • Additional Officers The Trustees from time to time may appoint such other officers or agents as they may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Trustees may determine.

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