Appointment of the President and Assistance of Pressetel Sample Clauses

Appointment of the President and Assistance of Pressetel. At the Closing Date the Sellers shall ensure that such board and/or shareholders’ meetings of the Company are held as the Purchaser may request to effect the appointment of such persons as the Purchaser may require as members of the supervisory board of the Company and as President of the Company. Furthermore, the Sellers shall cause Pressetel to enter into a Management Agreement with the Company on the Closing Date in the form attached hereto as Exhibit C. The Management Agreement shall provide that the reasonable expenses the President incurs may be reimbursed to it upon presentation of supporting documents; that the one- year period may continue by renewal by tacit agreement for a period of one year whose mains terms, including compensation, are to be agreed upon between the parties; and that Pressetel shall cause its representatives or employees, including Xx. Xxxxxxx Xxxxx, to cooperate with all reasonable requests of Purchaser with respect to Purchaser’s or its Affiliate’s securities law filings, and in that regard Pressetel shall acknowledge and agree that during the one year term it shall cause its officers and employees to give Purchaser access to all financial information applicable to the Company and the Subsidiary, to be available to answer questions regarding the Company and the Subsidiary and to sign representation letters with respect to audited financial statements for the Company and/or the Subsidiary, which audited statements will be prepared in accordance with U.S. GAAP principles. The Management Agreement shall also provide that unless Pressetel is terminated or dismissed as President for “Cause”, which shall include only (i) the conviction of Pressetel or of any officer, representative or employee of Pressetel of a crime, (ii) the failure of any officer or employee of Pressetel to work full-time for the Business or (iii) any breach of the Management Agreement (including the cooperation provisions referenced herein) or Article 8 of this Agreement, it shall continue to receive the remainder of the gross remuneration fee through the end of the first year following the Closing Date (the “Termination Indemnity”). However, all such payments will cease if either (a) Pressetel terminates or resigns from its functions or duties under the Management Agreement, (b) Xx. Xxxxx ceases to be Pressetel’s legal representative, (c) Xx. Xxxxxxx Xxxxx terminates his employment or other relationship with Pressetel voluntarily, whether as a result of death,...
Sample 1
AutoNDA by SimpleDocs

Related to Appointment of the President and Assistance of Pressetel

  • Secretary and Assistant Secretary The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

  • Secretary and Assistant Secretaries The secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books shall be kept at the principal office of the Trust. In the absence of the secretary from any meeting of shareholders or Trustees, an assistant secretary, or if there be none or he or she is absent, a temporary clerk chosen at the meeting shall record the proceedings thereof in the aforesaid books.

  • President and Chief Executive Officer The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

  • Treasurer and Assistant Treasurer The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

  • President Unless the Trustees otherwise provide, the President shall preside at all meetings of the shareholders and of the Trustees. Unless the Trustees otherwise provide, the President shall be the chief executive officer.

  • President and Vice Presidents The president shall be the chief executive officer of the Trust. The president shall, subject to the control of the Trustees, have general charge and supervision of the business of the Trust. Any vice president shall have such duties and powers as shall be designated from time to time by the Trustees.

  • Certificate of the Chief Financial Officer At the Closing Time, the Representative shall have received a certificate executed by the Chief Financial Officer, in form and substance satisfactory to the Representative.

  • Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.

  • Treasurer; Assistant Treasurer The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser, sub-adviser or manager, or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President. Any Assistant Treasurer shall have such duties and powers as may be designated from time to time by the Trustees or the President.

  • Treasurer and Assistant Treasurers The Board, in its discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Board or a President. The Treasurer, subject to the order of the Board, shall have the custody of all funds and securities of the Company. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, the Board or a President, shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, a President or such other Officer as the Board shall select, shall have the powers and duties conferred upon the Treasurer.

Time is Money Join Law Insider Premium to draft better contracts faster.