Common use of Secretary and Assistant Secretaries Clause in Contracts

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 9 contracts

Samples: Separation and Distribution Agreement (Inhibrx, Inc.), Merger Agreement (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (MEI Pharma, Inc.)

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Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of DirectorsBoard, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of DirectorsBoard, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of DirectorsBoard) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman chairperson of the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 8 contracts

Samples: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.), Merger Agreement (TradeUP Acquisition Corp.)

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretarySecretary, including including, without limitation limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend keep a record of the proceedings of all meetings of stockholders and the Board of Directors and keep a record of the proceedingsDirectors, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer Officer, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 5 contracts

Samples: Merger Agreement (CinCor Pharma, Inc.), Loan and Security Agreement (Halozyme Therapeutics Inc), Loan and Security Agreement (Halozyme Therapeutics Inc)

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary Secretary, (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 4 contracts

Samples: Annual Report, Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Joint Development Agreement (Nuvera Fuel Cells Inc)

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of DirectorsBoard, to attend all meetings of stockholders and of the Board of Directors and keep a record of the proceedingsproceedings thereof, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any The Secretary may appoint Assistant Secretary Secretaries and Attesting Secretaries, each of whom shall have the power to affix and attest the corporate seal of the Corporation, and to attest the execution of documents on behalf of the Corporation and who shall perform such other duties and possess such powers as may be assigned by the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribeSecretary. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined Secretary designated by the Board of DirectorsBoard) shall perform the duties and exercise the powers of the Secretary. In the absence The chairman of the Secretary or any Assistant Secretary at any meeting of the Board or of stockholders or directors, the chairman of the meeting shall may designate a temporary secretary to keep a record of the any meeting.

Appears in 3 contracts

Samples: Transaction Agreement and Plan of Merger (Baker Hughes Inc), Transaction Agreement and Plan of Merger (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretarySecretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: Annual Report

Secretary and Assistant Secretaries. The Secretary shall perform such ----------------------------------- duties and shall have such powers as the Board of Directors or the Chief Executive Officer President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretarySecretary, including including, without limitation limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend keep a record of the proceedings of all meetings of stockholders and the Board of Directors and keep a record of the proceedingsDirectors, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: Merger Agreement (DSP Technology Inc)

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are set forth in these Bylaws and as are incident to the office of the secretarySecretary, including including, without limitation limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board of DirectorsBoard, to attend keep a record of the proceedings of all meetings of stockholders and the Board of Directors and keep a record of the proceedingsBoard, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of DirectorsBoard, the Chief Executive Officer Officer, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of DirectorsBoard) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: Business Combination Agreement (FTAC Athena Acquisition Corp.)

Secretary and Assistant Secretaries. The Members may appoint a Secretary and one or more Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer Members may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretarySecretary, including without limitation the duty and power to give notices of all meetings of stockholders and special formal meetings of the Board of DirectorsMembers, to attend all such meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders Members and their addresses as required, and to be custodian of corporate the Company records of meetings, actions, authorizations, and resolutions of the corporate seal Members and to affix and attest to the same on documentssimilar matters. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary Members may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order to determined by the Board of DirectorsMembers) shall perform the duties and exercise the powers of the Secretary and when so performing shall have all the powers of and be subject to all the restrictions upon the Secretary. In the absence of the Secretary or any Assistant Secretary at any formal meeting of stockholders or directorsthe Members, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: Operating Agreement (O Ray Holdings Inc)

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary Secretary, (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: Merger Agreement (Robcor Properties Inc)

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Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretarySecretary, including including, without limitation limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend sign stock certificates, to keep a record of the proceedings of all meetings of stockholders and the Board of Directors and keep a record of the proceedingsDirectors, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: Merger Agreement (Kapstone Paper & Packaging Corp)

Secretary and Assistant Secretaries. The Secretary shall perform ----------------------------------- such duties and shall have such powers as the Board of Directors or the Chief Executive Officer President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: By Laws (Matrixone Inc)

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary Secretary, if any (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) ), or another officer appointed by the Board of Directors, shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: Merger Agreement (Arsanis, Inc.)

Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretarySecretary, including including, without limitation limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend sign stock certificates, to keep a record of the proceedings of all meetings of stockholders and the Board of Directors and keep a record of the proceedingsDirectors, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting. If the Secretary position is vacant, any officer of the corporation may perform the duties and have the power of the Secretary until a Secretary has been elected or appointed.

Appears in 1 contract

Samples: Merger Agreement (WestRock Co)

Secretary and Assistant Secretaries. The Secretary shall perform such ----------------------------------- duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretarySecretary, including including, without limitation limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend keep a record of the proceedings of all meetings of stockholders and the Board of Directors and keep a record of the proceedingsDirectors, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability disability or refusal to act perform his duties of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.

Appears in 1 contract

Samples: Stockholder Agreement (Mattson Technology Inc)

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