Designation of Manager; Committees and Officers Sample Clauses

Designation of Manager; Committees and Officers. (a) Except as otherwise provided in this Agreement, the property and business of the Company shall be managed under the direction of one or more Managers. The initial Manager shall be Pareto Captive of Tennessee, LLC. Except as otherwise expressly provided by law, the articles of organization or this Agreement, the Manager shall have complete and exclusive control of the management of the Company’s business and affairs, with the right, power, and authority on behalf of the Company and in the name thereof to execute documents or other instruments and exercise all of the rights, powers, and authority of the Company under the Act. The Manager shall have the right to make delegations of its decision-making authority to the Manager or to a committee or an Officer of the Company; provided, however, that any power expressly delegated to the Board or the Officers under this Agreement shall only be revocable with the consent of the Members. The Manager hereby delegates to the Officers of the Company the power and authority to perform or cause to be performed the management and operational functions relating to the day-to-day business of the Company and to implement the policies and decisions of the Board. The Manager shall serve and continue in office throughout the entire term of the Company unless sooner removed (i) by operation of law, (ii) by order or decree of any court of competent jurisdiction, (iii) by voluntary resignation, (iv) upon the bankruptcy or insolvency of such Manager, (v) by action of the Members in Good Standing following the gross negligence, fraud, willful misconduct, or material breach of the Manager’s duties under this Agreement which material breach remains uncured following thirty (30) days’ written notice to the Manager, or (vi) as otherwise provided in this Agreement. In the event of the removal of a Manager, a substitute Manager may be selected by the Members in Good Standing entitled to vote.
Sample 1
AutoNDA by SimpleDocs

Related to Designation of Manager; Committees and Officers

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • Indemnification of Directors and Officers (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, indemnify, defend and hold harmless in accordance with the Certificate of Incorporation and By-laws of the Company, and subject to the limitations of the BCL, each present and past officer, director, employee, representative or agent (other than Xxxxxxxx and Xxxxx), of the Company (or any subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) the Surviving Corporation shall advance the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action; provided, however, that prior to advancement of fees and expenses, the Indemnified Party shall provide an undertaking in form and substance reasonably satisfactory to the Surviving Corporation, and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed) and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, to do so would be inappropriate due to actual or potential differing interests between or among such parties. (b) For a period of six years after the Effective Time, the Surviving Corporation shall not amend the provisions of its Certificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification, except as required by applicable law. (c) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, maintain in effect for the Indemnified Parties for not less than three years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time; provided, that Parent may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Indemnified Parties. (d) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.9. (e) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party has under the Certificate of Incorporation or By-laws of the Company, under the BCL or otherwise. This Section 6.9 is intended to benefit each of the Indemnified Parties and shall be binding on all successors and assigns of Newco, the Company and the Surviving Corporation. 6.10

  • COMMITTEES AND REPRESENTATIVES C-1 The Hospital will recognize the following:

  • Duties of the Committee The Committee will be responsible for developing recommendations based on consensus (agreement and/or abstinence constitutes consensus) for the CAAT retirees' group insurance plans. The duties of the Committee are to:

  • – UNION COMMITTEES AND REPRESENTATIVES 6.01 The Employer will recognize the following:

  • Directors and Officers Insurance The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

  • Other Committees The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

  • Liability for directors, officers, or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Non-Liability of Officials, Employees and Agents No member, official, employee, or agent of the County Board shall be personally liable to the Grantee in the event of any default or breach by the County Board for any amount that may become due to the Grantee or its successors or assigns under the terms of this Agreement.

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer.

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