PROTECTION OF DIRECTORS Sample Clauses

PROTECTION OF DIRECTORS. OFFICERS AND OTHERS 16 7.01 Limitation of Liability 16 7.02 Indemnity 17 7.03 Advance of Costs 18 7.04 Derivative Actions 18 7.05 Insurance 18 7.06 Legal Proceedings 18 SECTION 8 SHARES 19 8.01 Allotment 19 8.02 Commissions 19 8.03 Registration of Transfer 19 8.04 Transfer Agents and Registrars 20 8.05 Lien for Indebtedness 20 8.06 Non-Recognition of Trusts 21 8.07 Share Certificates 21 8.08 Replacement of Share Certificates 22 8.09 Joint Shareholders 22
Sample 1
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PROTECTION OF DIRECTORS. If any person alleges that any person representing the Vendors or the Rio Tinto Group has breached the duty he or she owes or owed to the Company or the Subsidiaries or RPM in his or her capacity as director, the Purchaser shall procure that all the shareholders of the Company or the Subsidiaries or RPM in relation to which such breach is alleged, ratify by way of a unanimous written resolution any act and/or omission of such director (other than any fraudulent act committed by such director) which it is alleged constitutes a breach of duty. If the Purchaser fails to procure such ratification the Purchaser shall indemnify such director for any loss suffered as a result of the failure -------------------------------------------------------------------------------- Page 34 -------------------------------------------------------------------------------- to procure such ratification, provided always that nothing in this Clause 11.6 shall affect the ability of the Purchaser or Caymanco to make a claim under the Warranties in respect of the matter giving rise to such breach of duty.
Sample 1
PROTECTION OF DIRECTORS. 8.5.1 Following Closing, the Purchaser shall ensure that any indemnity and/or immunity provisions contained in the memorandum and articles of association (or similar constitutional documents) of each Group Company of which a Company Director was an officer or director prior to Closing are not amended, repealed or modified in any manner that would adversely affect the rights of any Company Director.
Sample 1
PROTECTION OF DIRECTORS. The Purchaser undertakes to the Seller (on its own behalf and on behalf of each of the Target Companies), to the fullest extent legally possible and to the extent the amount of the Director Related Liability or Director Related Loss (in each case as defined below) exceeds the amount of cover provided by any directors’ and officers’ liability insurance policies relating to any resigning directors (the D&O Insurance):
Sample 1
PROTECTION OF DIRECTORS. 6.1 Any director who is threatened with bodily harm by an individual or a group while carrying out assigned duties will notify, as soon as possible, the immediate supervisor. The immediate supervisor will notify the superintendent or designee of the threat and take immediate steps in cooperation with the administration to provide every reasonable safety precaution.
Sample 1

Related to PROTECTION OF DIRECTORS

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

  • Indemnification of Directors OFFICERS, EMPLOYEES AND AGENTS

  • Resignation of Directors and Officers The directors and officers of the Company in office immediately prior to the Effective Time shall have resigned as directors and officers of the Surviving Corporation effective immediately following the Effective Time.

  • Fees and Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

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