Resignations and Appointments of Company's Officers and Directors Sample Clauses

Resignations and Appointments of Company's Officers and Directors. At or prior to Closing, the Company shall deliver to Buyer resignations, in a form and substance acceptable to Buyer, providing for the resignation of all of the officers of the Company and all of the directors of the Company effective as of the Closing (the "RESIGNATIONS"). At or prior to Closing, the Company shall deliver to Buyer duly adopted resolutions, in a form and substance acceptable to Buyer, providing for: (i) the appointment of Xxxxx X. Xxxxxxx to serve as the President, Treasurer and Secretary of the Company, and (ii) the appointment of Xxxxx X. Xxxxxxx as the sole director of the Company, each effective as of the Closing (the "RESOLUTIONS").
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Resignations and Appointments of Company's Officers and Directors. Upon execution of this Agreement by the parties, the Company shall deliver to the Buyer resignations, in a form and substance acceptable to the Buyer, providing for the resignation of all of the current directors and officers of the Company (the "Resignations") and appointing Xxxxx X. Xxxxxxx as the sole director of the Company (the "Appointment"). For purposes of this Agreement, the term "Change of Control" means actions contemplated by the Resignations and the Appointment.
Sample 1
Resignations and Appointments of Company's Officers and Directors. At Closing, the Company shall deliver to Buyer resignations, in a form and substance acceptable to Buyer, providing for the resignation of all of the officers and directors of the Company to be effective upon the Closing (the “Resignations”). At Closing, the Company shall deliver to Buyer duly adopted resolutions, in a form and substance acceptable to Buyer, providing for: (i) the appointment of Xxxxx X. Xxxxxxx to serve effective as of the Closing as the sole director, President, Treasurer and Secretary of the Company (the “Resolutions”). The parties hereto acknowledge and agree that the Closing shall not occur until the Company has compiled with the requirements of Rule 14(f)(1) promulgated under the Exchange Act.
Sample 1
Resignations and Appointments of Company's Officers and Directors. At or prior to Closing, the Company shall deliver to the Buyer resignations, in a form and substance reasonably acceptable to the Buyer, providing for the resignation of all of the officers of the Company effective as of the Closing and all of the directors of the Company effective as of the tenth (10th) day following the Company's filing and mailing of the Information Statement (as defined in Section 6.3(e))(the "Resignations"). At or prior to Closing, the Company shall deliver to the Buyer duly adopted resolutions, in a form and substance reasonably acceptable to the Buyer, providing for the appointment of Xxxxx X. Xxxxxxx to serve as a director, the Chief Executive Officer, the Chief Financial Officer, the President, the Treasurer and the Secretary of the Company, and two other persons designated by the Buyer to act as directors of the Company, each effective as of the Closing (the "Appointments").
Sample 1
Resignations and Appointments of Company's Officers and Directors. At or prior to Closing, the Company shall deliver to the Buyer resignations, in a form and substance acceptable to the Buyer, providing for the resignation of all of the directors (except for Kxxxx X. Xxxxxxx) and all officers of the Company other than Kxxxx X. Xxxxxxx (the "Resignations").
Sample 1

Related to Resignations and Appointments of Company's Officers and Directors

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • Resignation of Officer and Director Positions The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive resigning from all officer and director positions with all members of the Company Group and the Executive executing any documents the Company may require in connection with the same.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.

  • Indemnification of Officers and Directors (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, fiduciary or agent of Parent or the Company and their respective Subsidiaries, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director, officer, fiduciary or agent of Parent or of the Company, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation, jointly and severally, upon receipt by Parent or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

  • Resignation as Officer and Director Upon termination of this Agreement and the Executive’s employment hereunder for any reason by either party, the Executive shall be deemed to have resigned from all offices and positions the Executive may hold with the Company at such time including without limitation Board membership and/or positions as an officer of the Company.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • Officers and Directors of the Surviving Corporation (a) From and after the Effective Time, the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, each to hold office until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

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