Operation of the Corporation Sample Clauses

Operation of the Corporation. (1) Upon completion of the Transactions, the Sellers shall continue to conduct and manage the Business and the operations the Corporation, subject to oversight by and direct reporting to Gold Bag through Xxxxx Xxxxx, Chief Executive Officer. (2) The board of Directors of the Corporation shall be reconstituted to be comprised of three (3) members, two (2) of whom shall be nominated by Gold Bag and one (1) of whom shall be nominated by the Sellers.
Sample 1
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Operation of the Corporation. With respect to the operation of the CORPORATION, the parties agree as follows: (a) Outside investors (other than the Original Shareholders) in the CORPORATION, shall (pursuant to a private placement) contribute $300,000 cash (in the aggregate) for an issue of preferred stock of the CORPORATION, with an annual dividend rate of 6%; plus, the opportunity to convert their preferred stock to an issue of non-voting common stock of the CORPORATION, not to exceed, in aggregate, 25% of the issued and outstanding common stock of the CORPORATION. After three (3) years from the date of issuance of such preferred stock, the CORPORATION shall have the option to call the preferred stock for repayment in full or conversion to non-voting stock. (b) At no charge, NCI will make available to the CORPORATION space and production people and TWB will provide national copy and govern editorial and layout, also at no charge to the CORPORATION. (c) At no charge, NCI will furnish to the CORPORATION distribution of New York Blade News to every logical place that is covered by NCI and will arrange for supplemental distribution on the most cost effective basis possible. At no charge, TWB will furnish to the CORPORATION computers and related equipment needed to carry out the editorial, classified ad, and general management functions. (d) The initial press run will be 50,000 copies of a 40 or 48 page paper. (e) The paper will be distributed free throughout the key areas of Manhattan, as well as other sites in the New York area deemed necessary by mutual agreement of the Original Shareholders. Printing will be Thursday night for Friday distribution. (f) To reduce newsprint costs, NCI will arrange for the CORPORATION to receive the same favorable costs from the Bergen Record as the other NCI papers. (g) The CORPORATION will install, by the time of its first issue, at least 75 street boxes in Manhattan, as well as 150 distribution racks. (h) To reduce initial payroll costs, TWB shall contribute (at its sole expense) two of its key employees to the CORPORATION to serve as interim Senior Editor and Group Manager, for a period of not less than three (3) months. (j) The CORPORATION shall supply local copy, sales and advertising for the newspaper.
Sample 1
Operation of the Corporation 
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Related to Operation of the Corporation

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Duration of the Company The Company shall continue in perpetuity unless terminated sooner by operation of law or by decision of the Member.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • The Corporation This Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and its successors and assigns.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

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