President of Company. The Company agrees that if the Option is -------------------- exercised, and until the earlier of (a) the closing of the Rights Offering; (b) the closing of a transaction involving a sale of the Company or its assets that is inconsistent with a rights offering or (c) Xxxxx X. Xxxxxx is relieved of his position with the Company for "cause", Xxxxx X. Xxxxxx shall be the president of the Company and responsible for day-to-day management of the Company. It is agreed that the term "cause" shall mean an action involving the misappropriation of Company funds or assets.
President of Company. Pursuant to the terms of the Agreement, neither Executive nor any corporation, firm, partnership, joint venture or other entity of which he is an officer, employee, consultant or holder of ten percent or more of the issued and outstanding Voting Securities or equity interests (any such entity, an "Affiliated Entity") may own, operate or manage any limited-service motel or hotel other than the Inns owned by Company. Company desires to be in a position to create a taxable REIT subsidiary, as that term is defined in Internal Revenue Code (S)856(l) and to engage Xxxxxxx Hospitality, LLC ("JH,LLC"), which is an Affiliated Entity, to serve in the capacity of an eligible independent management company that qualifies as such under Internal Revenue Code (S)856(l). The Board acknowledges that in order for JH,LLC to qualify as an independent management company, JH,LLC must manage and operate limited-service motels and hotels that are not owned by the Company. The Board believes that allowing JH,LLC to engage in the business of managing limited-service hotels and motels for others will promote the best interests of Company and its stockholders. The Board has approved deleting from the Agreement all restrictions on Executive and any Affiliated Entity with respect to operating and managing any limited-service hotels or motels that are not owned by the Company.
President of Company. EXECUTIVE agrees during the term of his employment under this Agreement to perform the duties and responsibilities customarily required of such position, and to be subject to COMPANY's bylaws and Utah corporation law. EXECUTIVE agrees to perform such services consistent with his position as shall be reasonably determined from time to time by COMPANY's or MEDIBUY's Board of Directors. EXECUTIVE further agrees to use his best efforts to promote the interests of COMPANY and MEDIBUY and to devote substantially all of his normal business time and energies to the business and affairs of COMPANY, unless otherwise authorized by the Chief Executive Officer of COMPANY or the Chief Executive Officer of MEDIBUY. EXECUTIVE may, however, engage in other business matters as well as civic and not-for-profit activities so long as such activities do not materially interfere with the performance of his duties to COMPANY hereunder.
President of Company. 15 5.3 Performance of Duties; Liability of Members and Officers.............................................. 16 5.4
