Officers and Directors of the Company. At the Closing, the current officers and directors of the Company shall resign as necessary, each resignation to confirm in writing that the resigning persons do not owe and are not owed anything by the Company, and the persons named below shall be elected to the offices and directorships shown next to their respective names: Name Position ---- -------- Ian Herman DIRECTOR, Chairman of the Board Xxxxld J. Clark DIRECTOR, President, CEO Rxxxxx Xxxxx Chief Financial Officer Joxx Xxxxxx DIRECTOR
Officers and Directors of the Company. The Sellers and the Company shall (a) take all actions necessary so that each director and the secretary of the Company shall execute a resignation letter reasonably satisfactory to Parent, or shall otherwise be removed from such position, at or prior to the Closing; (b) if requested by Parent at least fifteen (15) Business Days prior to the Closing Date, use commercially reasonable efforts so that each specified director, officer or secretary of a Subsidiary of the Company or any designated director of the Company appointed to the China JV shall execute a resignation letter reasonably satisfactory to Parent or shall otherwise be removed from such position and informed by the Company of such removal; and (c) take all actions necessary so that, from and after the Closing, the individuals designated by Parent no later than five (5) Business Days prior to the Closing Date shall have been, contingent as of and effective upon the Closing, validly appointed as directors and company secretary of the Company and as the Company’s designated directors of the China JV, until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Organizational Documents of the Company.
Officers and Directors of the Company. All directors and officers of the Company shall submit their resignations, effective concurrently with the Closing.
Officers and Directors of the Company. The Company agrees that it shall take all actions necessary to ensure that, effective as of the Effective Time, the officers and directors of Company shall be as set forth on Exhibit B.
Officers and Directors of the Company. The Company and Parent, as sole stockholder of the Company, shall take all action necessary, including the adoption of appropriate or necessary stockholder resolutions in accordance with the Delaware General Corporation Law, to ensure that upon the Closing, the Board of Directors of the Company is composed of nine directors, three of whom shall be designated by Rugby, as provided for under the Registration Rights Agreement. Parent and the Company, through its Board of Directors, shall take all action necessary, including the adoption of appropriate Board of Directors resolutions in accordance with the Delaware General Corporation Law, to ensure that upon the Closing, the Chairman of the Board of the Company shall continue to be R. Shell Xxxxx, the Chief Executive Officer and President of the Company shall continue to be Xxxxx X. Xxxxx and the Chief Operating Officer of the Company shall be Xxxxxxx Xxxxx (currently the President of Rugby USA) and in that connection, Parent and the Company shall cause the by-laws of the Company to be amended, as necessary, as of the Closing, to make the position of "Chief Operating Officer" an officer of the Company reporting to the Chief Executive Officer and President of the Company.
Officers and Directors of the Company. At Effective Date of the Share Exchange, the directors of the Company shall cause the election of the individuals named on Item 8.14 of the Disclosure Schedule to serve as directors of the Company and, together with all the officers of the Corporation, shall resign from all their respective offices and directorships with the Company, provided that such designees have completed and delivered to the Company Officer and Director Questionnaires no later that five (5) business days prior to the Closing. The newly elected directors shall then cause the individuals named on Schedule 8.14 to be elected to the offices set forth beside their respective names on such Schedule.
Officers and Directors of the Company. At the Closing, the current officers and directors of the Company shall resign as necessary and the appropriate persons shall be elected as the directors and executive officers of the Company. Immediately following the Closing, the directors and officers of the Company shall be: Name Position ---- -------- Xxxxx Xxxx DIRECTOR, President, CEO Xxx Xxxxx DIRECTOR, Vice President for Operations Xxxxxxx Xxxxxxx DIRECTOR, Chief Financial Officer Xxxxxx Xxxxxx DIRECTOR It is agreed by the parties that Xxxxxx Xxxxxx shall serve on the board of directors and all committees of the board for a period of three (3) years following the Closing, and the APC Holders agree that he shall, during such three-year period, be nominated for election to the board of directors at every meeting of the shareholders at which directors are elected. The APC Holders agree to affirmatively vote all of their shares of the Company entitled to vote in the election of directors in favor of electing Xxxxxx Xxxxxx to the board of directors in all elections of directors during the three year period, whether occurring at a shareholder meeting or by written consent or otherwise.
Officers and Directors of the Company. 1 Section 2.1 Resignations.................................................................. 1
Officers and Directors of the Company. The only officers and directors of the Company are as hereinafter set forth: Xxxxxxx X. Xxxxxxx President, Chief Executive Officer and Director Xxxxxx X. Xxxxxxx Director
Officers and Directors of the Company. Based upon representations of the executive officers and directors of the Company, during the past five (5) years none of the executive officers or directors of the Company have been:
(A) the subject of a petition under the federal bankruptcy laws or any state insolvency law filed by or against them, or by a receiver, fiscal agent or similar officer appointed by a court for their business or property, or any partnership in which any of them was a general partner at or within two years before the time of such filing, or any corporation or business association of which any of them was an executive officer at or within two years before the time of such filing;
(B) convicted in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(C) the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any of them from, or otherwise limiting, any of the following activities:
(1) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity;
(2) engaging in any type of business practice; or
(3) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;
(D) The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty (60) days either of their right to engage in any activity described in subsection (iii) above, or be associated with persons engaged in any such activity;
(E) Found by any court of competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or v...
