DIRECTORS AND AUDITORS Sample Clauses

DIRECTORS AND AUDITORS. 6.1. The number of directors of FUJI XEROX shall be twelve (12), nine (9) of whom shall be designated by FUJI PHOTO and three (3) of whom shall be designated by XEROX CORP as provided in Section 6.6.
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DIRECTORS AND AUDITORS. 18. A Board of Directors shall be elected by the general meeting to carry out the Company business under the control of the general meeting of Shareholders and subject to these Articles. A director need not be a shareholder in the Company. A director can be removed for any reason by the general meeting.
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DIRECTORS AND AUDITORS. 5.1. Immediately upon the Closing Date, the Seller shall cause extraordinary shareholders’ meetings of the Group Companies to be held for purposes of electing new directors and auditors.
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DIRECTORS AND AUDITORS. (a) The Sellers shall:
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DIRECTORS AND AUDITORS. 4.1 The management of the COMPANY shall be vested in the board of directors, which shall be composed of six (6) directors or less. There shall be one (1) auditor. All directors and auditor shall be nominated by XXX. Until otherwise agreed between the parties hereto, the total number of directors of the COMPANY shall be three (3).
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DIRECTORS AND AUDITORS. Articles 30.
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DIRECTORS AND AUDITORS. Immediately upon the Closing Date, the Sellers shall, on DoubleClick's request, cause extraordinary shareholders' meetings of the Group Companies to be held for purposes of electing new directors and auditors. The Sellers covenant that the present directors and auditors, if so requested by DoubleClick, will be removed from their positions without any claim for compensation or remuneration and that these directors will not thereafter exercise their formal authority to represent DCS. DoubleClick covenants that the next ordinary shareholders' meetings of the Group Companies will pass the necessary resolutions whereby the present directors will be discharged from liability with respect to their administration of the respective Group Company's affairs, provided, however, that DCS' auditors will approve such discharge from liability. The Sellers agree to cause general powers of attorney to be duly and validly issued as of the Closing Date in favour of persons appointed by DoubleClick which individuals shall have unlimited authority to represent the Group Companies in all matters until the new Board of Directors has been officially registered.
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DIRECTORS AND AUDITORS. 7.1 As a result of the First-Step Merger, the Company will cease to exist and shall continue as the Intermediate Company, and the mandates of the board of directors of the Company and the statutory auditors of the Company shall each terminate as of the First-Step Effective Time.
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Related to DIRECTORS AND AUDITORS

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Officers, Directors and Employees JML has one officer and director, namely Xxxxx Polos, and has no employees.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.

  • No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders No director, officer, employee, incorporator, member or stockholder of the Company or the Parent, as such, will have any liability for any obligations of the Company or the Parent under the Notes, any Note Guarantee or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Directors The directors of Merger Sub 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.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

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