O fficers Sample Clauses

O fficers. The Majority-In-Interest of the Members shall have the power and authority to appoint from time to time one or more individuals to serve as officers and agents of the Company and/or any subsidiary of the Company, with such titles, duties and authority as the Majority-In-Interest of the Members shall approve, to carry out the business of the Company and any such subsidiary upon such terms and conditions as the Majority-In-Interest of the Members shall determine. The officers of the Company as of the date of this Agreement are as follows: (i) a Chairman who is Xxxx Xxxxxxx, (ii) a Chief Executive Officer who is Xxxx Xxxxxxx, (iii) a Chief Risk Officer who is Xxxxxxx Xxxxxxxx,
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O fficers. The Majority-In-Interest of the Members shall have the power and authority to appoint from time to time one or more individuals to serve as officers and agents of the Company and/or any subsidiary of the Company, with such titles, duties and authority as the Majority-In-Interest of the Members shall approve, to carry out the business of the Company and any such subsidiary upon such terms and conditions as the Majority-In-Interest of the Members shall determine. The officers of the Company as of the date of this Agreement shall continue to act in such capacity and are as follows: (i) a Chairman, who is Xxxx Xxxxxxx, (ii) a Chief Executive Officer, who is Xxxx Xxxxxxx, (iii) a Treasurer, who is Xxxxxx Xxxxxxxx, and (iv) a Secretary, who is Xxxxx Xxxxxxx, and at the discretion of the Board may include a Vice Chairman, President, one or more Vice Presidents and other officers. Any number of offices may be held by the same Person. Unless otherwise specified by the Board or this Agreement or required by the Delaware LLC Act, the duties and authority of an officer of the Company to act on behalf of the Company shall include the same duties and authority as an officer of a Delaware corporation (other than fiduciary duties) with the same title would have to act on behalf of a Delaware corporation in the absence of a specific delegation of authority. Any such officer or agent shall hold office until the death, disability, retirement, resignation or removal of such officer or agent. Unless otherwise specified by the Majority-In-Interest of the Members, the officers identified below shall have the duties and responsibilities set forth in this Section 7.5 subject to the oversight of the Board.
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O fficers. The Interlocal Board shall elect a chair and vice-chair from among the members. The terms of office for the officers shall be annual unless otherwise set forth in any additionally adopted Rules of Governance. The Interlocal Board shall elect a Secretary and a Treasurer who each shall serve at the pleasure of the Interlocal Board until their respective successors shall be appointed or elected as may be set forth therein.
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O fficers. The officers of the Company shall be elected by the Board of Directors and shall consist of a Chairman of the Board, a President, a Secretary, a Treasurer, and one or more Vice Presidents, and such other officers as the Board from time to time shall elect, with such duties as the Board shall deem necessary to conduct the business of the Company. Any officer may hold two or more offices (including those of the Chairman of the Board and President) except that the offices of President and Secretary may not be held by the same person. The Chairman of the Board shall be a director; other officers, including any Vice Chairman and the President, may be, but are not required to be, Directors.
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O fficers. In the discretion of the Manager, Officers may be appointed, and upon institution of a Board of Directors, the Board shall appoint Officers. In either such event, the following provisions shall apply.
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O fficers. The officers of the Corporation shall consist of such officers as the Board of Directors may determine. An individual may hold more than one office.
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O fficers. The officers of the Governing Board may consist of a chairperson, a vice chairperson, and a secretary, as deemed necessary by vote of the Governing Board. Officers may be elected at a regularly scheduled meeting or a special meeting called for that purpose, for a term set by the Governing Board.
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Related to O fficers

  • Officers The officers of the Company 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 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.

  • Liability for directors, officers, or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Directors The directors of Merger Sub 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.

  • Directors and Officers Liability Insurance 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

  • Directors and Officers Insurance The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

  • Indemnification of Directors and Officers (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, indemnify, defend and hold harmless in accordance with the Certificate of Incorporation and By-laws of the Company, and subject to the limitations of the BCL, each present and past officer, director, employee, representative or agent (other than Xxxxxxxx and Xxxxx), of the Company (or any subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) the Surviving Corporation shall advance the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action; provided, however, that prior to advancement of fees and expenses, the Indemnified Party shall provide an undertaking in form and substance reasonably satisfactory to the Surviving Corporation, and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed) and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, to do so would be inappropriate due to actual or potential differing interests between or among such parties. (b) For a period of six years after the Effective Time, the Surviving Corporation shall not amend the provisions of its Certificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification, except as required by applicable law. (c) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, maintain in effect for the Indemnified Parties for not less than three years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time; provided, that Parent may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Indemnified Parties. (d) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.9. (e) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party has under the Certificate of Incorporation or By-laws of the Company, under the BCL or otherwise. This Section 6.9 is intended to benefit each of the Indemnified Parties and shall be binding on all successors and assigns of Newco, the Company and the Surviving Corporation. 6.10

  • Employees and Contractors The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties:

  • Conduct of Employees and Staff Contractor shall ensure that all of Contractor’s employees and Staff provided under the Contract shall adhere to the standards of conduct prescribed in the Customer’s personnel policy and procedure guidelines, particularly rules of conduct, security procedures, and any other applicable rules, regulations, policies, and procedures of the Customer, including but not limited to Rule Chapter 33-208, Florida Administrative Code. The Contractor shall ensure that all Staff and employees wear attire suitable for the position, either a standard uniform or business casual dress, as may be identified by the Customer.

  • RESPONSIBLE PERSONS Responsible person10 in the sending institution: Name: Function: Phone number: E-mail: Responsible person11 in the receiving organisation/enterprise (supervisor): Name: Function: Phone number: E-mail:

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