Unarmed Officers Sample Clauses

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Unarmed Officers. Contractor will provide unarmed officers that satisfy, at least, one of the following criteria:

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Related to Unarmed Officers

• Officers The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

• Managers and Officers The managers of Merger Sub immediately prior to the Effective Time shall be the managers of the Surviving Company and shall hold office until their respective successors are duly appointed, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company and shall hold office until their respective successors are duly appointed and qualified, or their earlier death, resignation or removal.

• Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

• Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

• Employees (a) No later than 11:59 p.m. prevailing Eastern Time on the Agreement Date, Buyer shall provide Sellers a list of any Employees that Buyer would like to make an offer of employment (the “Offered Employees”). Between the Agreement Date and March 1, 2023, at 10:00 a.m. (prevailing Eastern Time), Buyer shall be permitted to add or remove Employees from the initial list of Offered Employees. Between March 1, 2023 and five (5) Business Days before the Closing, Buyer shall be permitted to remove Employees in an amount that deviates no more than ten (10%) percent from the initial list of Offered Employees, as may have been revised on or before March 1, 2023. Each Offered Employee who accepts such offer shall be deemed a “Transferred Employee”). At a time mutually agreed by the Parties, Sellers shall deliver a notice to each of the Offered Employees (i) informing such Offered Employees about the sale of the Acquired Assets to Buyer, and (ii) terminating their employment with Sellers. Immediately following such notification, Buyer may send a notice to each of the Offered Employees describing their offer of employment by Xxxxx. (b) By written notice to the Sellers no later than two (2) Business Days prior to the Closing Date, the Buyer may, but shall not be required to, assume the sponsorship of such Seller Benefit Plans as selected by the Buyer (as an “Assumed Plan”). With respect to each Assumed Plan, Sellers shall take all actions necessary to effect the transfer of such sponsorship and all underlying trusts, insurance contracts and agreements of such Assumed Plan. With respect to each Assumed Plan, the Buyer shall be responsible for all liabilities accruing after the Closing (but, for the avoidance of doubt, the Sellers shall remain responsible for all liabilities accruing on or prior to the Closing). (c) For the avoidance of doubt, Xxxxx acknowledges that it will be responsible for all liabilities, obligations and claims arising out of the employment by Buyer of any Transferred Employee with respect to Xxxxx’s employment of such Transferred Employee on and after the date of employment of such Transferred Employee with Buyer. Notwithstanding any other provision herein to the contrary, Sellers shall make available COBRA (or equivalent) benefits for each Employee that is terminated on the Closing Date and not made an offer of employment by Buyer and Buyer shall have no obligations or liability in connection therewith. (d) Seller shall provide Buyer such information as it reasonably requests to effect the provisions of this Section 6.15.

• Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

• Officers and Employees (a) The day-to-day operational management of the Company may be exercised by such officers of the Company as may be appointed from time to time in accordance with this Section 4.3 (the “Officers”). The Managers may appoint such Officers as they may determine from time to time. The Officers, subject to the direction and control of the Managers, shall do all things and take all actions necessary to run the business of the Company. Each Officer shall have the powers and duties as may be prescribed to him or her by the Managers and, to the extent not so prescribed, as generally pertain to their respective offices. Each Officer shall hold office at the pleasure of the Managers. Each Officer shall serve until the earlier of his or her death, resignation or removal, and any Officer may be removed at any time, with or without cause, by the Managers. Any vacancy in any office shall also be filled by the Managers. Any Officer may resign at any time by delivering his or her written resignation to the Managers. (b) The Company may employ such employees as the Officers of the Company deem reasonably necessary to effectuate the purpose of the Company as set forth in Section 1.3.

• Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

• Union Officers Employees hereafter elected or appointed to full­ time Union office shall be granted a leave of absence without loss of sen­ iority but without accumulating seniority during the period of the leave of absence.

• Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.