Officers and Directors of Seanergy and Buyer Sample Clauses

Officers and Directors of Seanergy and Buyer. Promptly after the request of Investors, Seanergy and Buyer shall cause such number of persons to resign from their respective boards of directors so as to give effect to the provisions of the Voting Agreement. In addition, Seanergy and Buyer shall appoint or cause to be appointed the directors as required pursuant to the Voting Agreement and shall continue to do so throughout the term of the Voting Agreement. On the date hereof, Xxxx Xxxxxxxxx shall be appointed to serve as Chief Executive Officer of each of Seanergy and Buyer and Xxxxxx Koutsolioutsos shall be appointed Chairman of the Board of Directors of Seanergy and Buyer for the term of the Voting Agreement. In addition, Seanergy and Buyer shall cause the officers of Seanergy and Buyer, other than Messrs. Ploughman and Koutsolioutsos, to resign as officers promptly after the request of Investors, and Investors shall appoint such other officers of Seanergy and Buyer as they deem appropriate in their discretion. The Board of Directors of each of Seanergy and Buyer shall establish a shipping committee (the “Shipping Committee”) of three (3) directors to consider and vote upon all matters involving shipping and ship finance. The Board of Directors of each of Seanergy and Buyer shall delegate all such matters to their respective Shipping Committee. The Boards of Directors of each of Seanergy and Buyer shall cause their respective Shipping Committee to be composed of two “inside” directors appointed by the Investors and one director (either “inside” or “independent”) appointed by the Inside Shareholders. Any vacancies on the Shipping Committee shall be filled by the party that made the appointment of the person whose resignation or removal has caused such vacancies. If requested by a third party, Seanergy and Buyer shall ratify any and all actions taken by the Shipping Committee as the acts of Seanergy and Buyer. The Board of Directors of Seanergy and Buyer agree, and the Articles of Incorporation and by-laws of Buyer shall be amended to provide that the respective Boards of Directors may not (i) dissolve the Shipping Committee or (ii) alter the duties or composition of the Shipping Committee without an affirmative vote of not less than 80% of the board of directors. In addition, the by-laws of Buyer shall be amended to provide that the provisions of such by-laws relating to (i) the Shipping Committee and (ii) the duties of the Chief Executive Officer, including but not limited to those relating to the vo...
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Related to Officers and Directors of Seanergy and Buyer

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Officers and Directors of the Surviving Corporation (a) From and after the Effective Time, the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, each to hold office until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

  • Directors, Officers and Employees The Administrator shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Trust and/or the Funds to serve in the capacities in which they are elected. All services to be furnished by the Administrator under this Agreement may be furnished through such directors, officers or employees of the Administrator.

  • Officers, Directors and Employees JML has one officer and director, namely Xxxxx Polos, and has no employees.

  • 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.

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

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