Resignation of Officers. Any officer may resign at any time by giving written notice of resignation to the Company.
Resignation of Officers. The PFO may resign for any reason. Service Provider may terminate this Agreement for cause pursuant to Section III.I(ii), and shall have no obligation to endeavor to make available another individual to act as a PFO, if:
(i) the Funds’ Organizational Documents do not, or no longer, contain the indemnity described in Section III.F or the Funds have not secured or maintained the insurance policy described in Section III.F;
(ii) the PFO determines, in good faith, that the Funds --
(a) have failed (I) to establish, maintain and implement a reasonable Fund Compliance Program or (II) to secure the reasonable cooperation of those service providers to the Funds or third parties (including investment advisers and intermediaries) that are not affiliated with Service Provider with respect to the Fund Compliance Program;
(b) have failed (I) to establish, maintain and implement reasonable written policies and procedures related to the due diligence obligations of certifying officers under the Sarbanes Oxley Act of 2002 (“SOX disclosure controls and procedures”) or (II) to secure the reasonable cooperation of those service providers to the Funds that are not affiliated with Service Provider with respect to the SOX disclosure controls and procedures;
(c) have failed to secure and retain the services of legal counsel or independent auditors; or
(d) have violated, or is likely to violate or be deemed by any applicable Governmental Authority to have materially violated any applicable Law, including any applicable securities Laws or the PFO, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the PFO was an officer of the Funds. Effective immediately upon the termination or expiration of the Agreement, a PFO shall be deemed to have resigned his or her respective office, with no requirement to deliver a resignation notice to the Client or the Funds and no requirement by the Client or the Funds to deliver a termination notice.
Resignation of Officers. 7- 5.4. Removal of Officers.........................................................................-7- 5.5 President...................................................................................-7- 5.6 Vice Presidents.............................................................................-7- 5.7 Secretary...................................................................................-7- ARTICLE 6 --------- CAPITAL STRUCTURE AND CONTRIBUTIONS....................................-7- 6.1 Capital Structure...........................................................................-7- 6.2 Capital Contributions.......................................................................-7- 6.3. Capital Accounts............................................................................-8- ARTICLE 7 --------- PROFITS, LOSSES, AND DISTRIBUTIONS.....................................-8- 7.1 Profits and Losses..........................................................................-8- 7.2. Distributions...............................................................................-8- 7.3. Withholding Taxes...........................................................................-8- ARTICLE 8 --------- ACCOUNTS AND TAX MATTERS..........................................-8- 8.1 Books.......................................................................................-8- 8.2. Company Tax Returns.........................................................................-9- 8.3 Tax Treatment...............................................................................-9-
Resignation of Officers. At the Closing, the pre-Closing officers of the Company and the Subsidiary shall submit their written resignations from such offices effective as of the Closing.
Resignation of Officers. Effective on the Closing Date, all officers of the Company shall have resigned as officers of the Company and they shall have appointed the Buyer as the President, Chief Executive Officer and a director of the Company.
Resignation of Officers. Any officer may resign at any time by giving written notice to the Board. Any resignation shall take effect as of the date of the receipt of that notice or at any later time specified in that notice, and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of CalTRUST under any contract to which the officer is a party.
Resignation of Officers. At the closing, Navidec will cause all of its officers to resign from office.
Resignation of Officers. On the Closing Date, each officer of the Acquiror shall execute and deliver to the Company a letter of resignation, which shall include mutual releases of such officer and the Acquiror.
Resignation of Officers. Any officer may resign at any time by giving written notice to the corporation. Any resignation will take effect on the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Resignation of Officers. The present officers of the Company shall voluntarily resign, in favor of officers designated by Purchaser, who shall to serve until their replacement by the Company’s Board of Directors designated by Purchaser or their resignations. See Schedule IV.d
