AGREEMENTS OF DIRECTORS, OFFICERS Sample Clauses

AGREEMENTS OF DIRECTORS, OFFICERS. EMPLOYEES AND CONSULTANTS. No current or former director, officer or employee of or consultant to Bridgeline is in violation of any term of any employment contract, non-competition agreement, non-disclosure agreement, patent disclosure or assignment agreement or other contract or agreement containing restrictive covenants relating to the conduct of any such current or former director, officer, employee, or consultant or otherwise relating to the use of trade secrets or proprietary information of others by any such person. The Bridgeline Disclosure Schedule hereto sets forth the name and address of each person currently serving as an officer or a director of Bridgeline, and each person listed on the Bridgeline Disclosure Schedule was duly elected and is presently serving as such officer or director. Set forth on the Bridgeline Disclosure Schedule is a list of all current or former employees and consultants of Bridgeline who have (i) executed a non-disclosure agreement with Bridgeline or (ii) executed a non-competition agreement with Bridgeline. Except as disclosed on the Bridgeline Disclosure Schedule, since December 31, 2005, Bridgeline has not paid or become committed to pay any bonus or similar additional compensation to any officer, director or employee of Bridgeline.
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AGREEMENTS OF DIRECTORS, OFFICERS and Employees 7 3.15 Governmental Approvals 8 3.16 Contracts and Commitments 8 3.17 Securities Act 8 3.18 Registration Rights 8 3.19 Insurance Coverage 8 3.20 Employee Matters 9 3.21 Labor Agreements and Actions 9 3.22 No Brokers or Finders 9 3.23 Transactions with Affiliates 10 3.24 Assumptions, Guarantees, Etc. of Indebtedness of Other Persons 10 3.25 Disclosures 10 3.26 Year 2000 Compatibility 10
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AGREEMENTS OF DIRECTORS, OFFICERS. EMPLOYEES AND CONSULTANTS. Except as set forth on the Disclosure Schedule, to New Tilt's and the Shareholders' knowledge, no current or former officer or employee of or consultant to New Tilt is in violation of any term of any employment contract, non-competition agreement, non-disclosure agreement, patent disclosure or assignment agreement or other contract or agreement containing restrictive covenants relating to the conduct of any such current or former shareholder, officer, employee, or consultant or otherwise relating to the use of trade secrets or proprietary information of others by any such person. The Disclosure Schedule sets forth the name and address of each person currently serving as an officer or a director of New Tilt, and each person listed on the Disclosure Schedule as an officer was duly elected and is presently serving as such officer or director. Other than as listed on the Disclosure Schedule, all current or former employees and consultants of New Tilt have (i) executed a non-disclosure agreement with New Tilt or (ii) executed a non-competition agreement with New Tilt. Except as disclosed on the Disclosure Schedule, since January 1, 2006, New Tilt has not paid or become committed to pay any bonus or similar additional compensation to any officer, director or employee of New Tilt.
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Related to AGREEMENTS OF DIRECTORS, OFFICERS

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors 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, and (b) the officers of Merger Sub serving 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.

  • Post-Closing Board of Directors and Executive Officers (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

  • Directors, Officers and Employees The Administrator shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Trust and/or the Funds to serve in the capacities in which they are elected. All services to be furnished by the Administrator under this Agreement may be furnished through such directors, officers or employees of the Administrator.

  • Board of Directors of the Company (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Directors & Officers Insurance The Corporation shall continue to maintain a directors’ and officers’ liability insurance policy covering all directors, observers and executive officers of the Corporation.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

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