Interests of Directors and Officers. 17.1. Obligation to Account for Profits A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.
Interests of Directors and Officers. 33 16.1 Disclosure of Conflict of Interest or Property 33 16.2 Director Holding Other Office in the Company 33 16.3 No Disqualification 33 16.4 Professional Services by Director or Officer 33 16.5 Director or Officer in Other Corporations 33 PART 17 PROCEEDINGS OF DIRECTORS 34 17.1 Meetings of Directors 34 17.2 Voting at Meetings 34 17.3 Chair of Meetings 34 17.4 Meetings by Telephone or Other Communications Medium 35 17.5 Calling of Meetings 35 17.6 Notice of Meetings 35 17.7 When Notice Not Required 35 17.8 Meeting Valid Despite Failure to Give Notice 35 17.9 Waiver of Notice of Meetings 35 17.10 Quorum 36 17.11 Validity of Acts Where Appointment Defective 36 17.12 Consent Resolutions in Writing 36 PART 18 EXECUTIVE AND OTHER COMMITTEES 36 18.1 Appointment and Powers of Executive Committee 36 18.2 Appointment and Powers of Other Committees 37 18.3 Obligations of Committees 37 18.4 Powers of Board 38 18.5 Committee Meetings 38 PART 19 OFFICERS 38 19.1 Directors May Appoint Officers 38 19.2 Functions, Duties and Powers of Officers 38 TABLE OF CONTENTS (continued) Page 19.3 Qualifications 38 19.4 Remuneration and Terms of Appointment 39 PART 20 INDEMNIFICATION 39 20.1 Definitions 39 20.2 Mandatory Indemnification of Eligible Parties 39 20.3 Permitted Indemnification 39 20.4 Non-Compliance with Business Corporations Act 40 20.5 Company May Purchase Insurance 40 PART 21 DIVIDENDS 40 21.1 Payment of Dividends Subject to Special Rights 40 21.2 Declaration of Dividends 40 21.3 No Notice Required 40 21.4 Record Date 40 21.5 Manner of Paying Dividend 41 21.6 Settlement of Difficulties 41 21.7 When Dividend Payable 41 21.8 Dividends to be Paid in Accordance with Number of Shares 41 21.9 Receipt by Joint Shareholders 41 21.10 Dividend Bears No Interest 41 21.11 Fractional Dividends 41 21.12 Payment of Dividends 41 21.13 Capitalization of Retained Earnings or Surplus 42 21.14 Unclaimed Dividends 42 PART 22 ACCOUNTING RECORDS AND AUDITOR 42 22.1 Recording of Financial Affairs 42 22.2 Inspection of Accounting Records 42 22.3 Remuneration of Auditor 42 PART 23 NOTICES 43 23.1 Method of Giving Notice 43 23.2 Deemed Receipt 44 23.3 Certificate of Sending 44 23.4 Notice to Joint Shareholders 44 23.5 Notice to Legal Personal Representatives and Trustees 44 23.6 Undelivered Notices 44 PART 24 SEAL 45 24.1 Who May Attest Seal 45 24.2 Sealing Copies 45 24.3 Mechanical Reproduction of Seal 45 TABLE OF CONTENTS (continued) Page 24.4 Execution of Instruments 45 PART 25 FORUM FOR ...
Interests of Directors and Officers transactions and arrangements ------------------------------------------------------------------ concerning the options. ---------------------- A list of our directors and executive officers is attached to this Offer to Exchange as Schedule A-1. As of November 5, 2001, our executive officers and directors (eleven (11) persons) as a group beneficially owned options outstanding under our 1996 Plan to purchase a total of 2,550,300 of our shares, which represented approximately 58.13% of the shares subject to all options outstanding under the 1996 Plan as of that date. As of November 5, 2001, our directors and executive officers, as a group, did not beneficially own any options outstanding under our 1996 Supplemental Plan. As of November 5, 2001, our directors and executive officers, as a group, beneficially owned options outstanding outside of the 1996 Plan and the 1996 Supplemental Plan to purchase a total of 982,880 of our shares, which represented approximately 57% of the shares subject to all options outstanding outside of the 1996 Plan and the 1996 Supplemental Plan. As of November 5, 2001, directors and executive officers, as a group, beneficially owned options outstanding under all of our stock plans and agreements to purchase a total of 3,532,880 of our shares, which represented approximately 24% of the shares subject to all options outstanding under the plans and agreements as of that date. These options to purchase our shares owned by directors and Section 16(b) officers are not eligible to be tendered in the offer. Name 1987 Out of Plan Options 1987 Stock Option Plan 1994 Director Option Plan Directors and Officers Outstanding % Ownership Outstanding % Ownership Outstanding % Ownership Options Options Options Gregory Ballard 0 0.00% 0 0.00% 51,000 16.94% Georg Blinn 0 0.00% 0 0.00% 0 0.00% Arthur D. Chadwick 0 0.00% 0,000 0.37% 0 0.00% Ajay Chopra 0 0.00% 00,000 9.44% 0 0.00% L. William Krause 0 0.00% 0 0.00% 50,000 16.61% John Lewis 0 0.00% 0 0.00% 65,000 21.59% William Loesch 0 0.00% 000,000 9.83% 0 0.00% Glenn Penisten 0 0.00% 0 0.00% 65,000 21.59% Mark Sanders 345,172 100.00% 000,000 10.75% 0 0.00% Charles J. Vaughan 0 0.00% 0 0.00% 65,000 21.59% Robert Wilson 0 0.00% 00,000 3.21% 0 0.00% -------------------------------------------------------------------------------------------------------- Total By Plan 345,172 100.00% 341,708 33.59% 296,000 98.34% Name 1996 Supplemental Stock Option Plan* 1996 Stock Option Plan* Total by Individual For All P...
Interests of Directors and Officers. 17.1 Obligation to Account for Profits 27 17.2 Restrictions on Voting by Reason of Interest 28 17.3 Interested Director Counted in Quorum 28 17.4 Disclosure of Conflict of Interest or Property 28 17.5 Director Holding Other Office in the Company 28 17.6 No Disqualification 28 17.7 Professional Services by Director or Officer 28 17.8 Director or Officer in Other Corporations 28
Interests of Directors and Officers. Obligation to Account for Profits
Interests of Directors and Officers. Neither (i) any officer or director of the Company or any officer or director of an Affiliate of the Company (including any of its Subsidiaries) nor, to the knowledge of the Company, any member of any such Person's immediate family or any entity controlled by one or more of the foregoing, nor (ii) any Affiliate of the Company (excluding Subsidiaries): (A) is a party to any transaction with the Company or any of its Subsidiaries, including, without limitation, any Contract, commitment or understanding (other than (A) any Insurance Contract entered into in the ordinary course of business, and (B) any arrangement not subject to written agreement and terminable by the Surviving Corporation at any time involving payment of not more than $1,500 annually) (x) providing for the furnishing of services (except in such Person's capacity as an officer or director) by, (y) providing for the rental, lease or license of Real Property, Company Assets, Intellectual Property or other property from, or (z) otherwise requiring payments to (other than for services as officers or directors), or from, any such Person; (B) to the knowledge of the Company, owns, directly or indirectly, any interest in (excepting less than 1% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any Person that is, or is engaged in business as, a competitor, lessor, lessee, Broker or customer of the Company or any of its Subsidiaries; (C) owns, directly or indirectly, in whole or in part, any Real Property, Company Assets, Intellectual Property or other property that the Company or any of its Subsidiaries uses in the conduct of its business; or (D) has any claim whatsoever against, or owes any amounts to, the Company or any of its Subsidiaries, except for claims in the ordinary course of business, including, without limitation, such as for accrued vacation pay or accrued benefits under Company Employee Plans.
Interests of Directors and Officers. Neither (i) any officer or director of the Company or any officer or director of an Affiliate of the Company (including any of its Subsidiaries) nor, to the knowledge of the Company, any member of any such Person's immediate family or any entity controlled by one or more of the foregoing, nor (ii) any Affiliate of the Company (excluding Subsidiaries): (A) is a party to any transaction with the Company or any of its Subsidiaries, including, without limitation, any Contract, commitment or understanding (other than (A) any Insurance Contract entered into in the ordinary course of business, and (B) any arrangement not subject to written agreement and terminable by the Surviving Corporation at any time involving payment of not more than $1,500 annually) (x) providing for the furnishing of services (except in such Person's capacity as an officer or director) by, (y) providing for the rental, lease or license of Real Property, Company Assets, Intellectual Property or other property from, or (z) otherwise requiring payments to (other than for services as officers or directors), or from, any such Person; (B) to the knowledge of the Company, owns, directly or indirectly, any interest in (excepting less than 1% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer,
Interests of Directors and Officers transactions and arrangements ------------------------------------------------------------------ concerning the options. ---------------------- A list of our directors and executive officers is attached to this Offer to Exchange as Schedule A. As of May 10, 2001, our executive officers and non- employee directors (fourteen (14) persons) as a group owned options outstanding under our 1992 Stock Plan to purchase a total of 152,198 of our shares, which represented approximately 59.1% of the shares subject to all options outstanding under that plan as of that date. Directors and executive officers as a group owned options outstanding under our 1998 Stock Plan to purchase a total of 639,837 of our shares, which represented approximately 67.5% of the shares subject to all options outstanding under that plan as of that date. Directors and executive officers as a group owned options outstanding under our 1999 Nonstatutory Stock Option Plan to purchase a total of 124,000 of our shares, which represented approximately 7.1% of the shares subject to all options outstanding under that plan as of that date. Directors and executive officers, as a group owned options outstanding under all of our stock plans to purchase a total of 916,035 of our shares, which represented approximately 31.0% of the shares subject to all options outstanding under the plans as of that date. These options to purchase our shares owned by directors and executive officers are not eligible to be tendered in the offer. In the sixty (60) days prior to and including May 10, 2001, the executive officers and directors of Tut had the following transactions involving options to purchase our common stock or in our common stock: . On March 19, 2001, Xxxx Xxxxxxxxx was granted two options to purchase a total of 90,000 shares at $3.75 per share. . On March 19, 2001, Xxx Xxxx was granted two options to purchase a total of 50,000 shares at $3.75 per share. . On March 19, 2001, Xxxxx Xxxxxx was granted an option to purchase 25,000 shares at $3.75 per share. . On March 19, 2001, Xxxxxx Xxxxxxxx was granted an option to purchase 75,000 shares at $3.75 per share. . On March 19, 2001, Xxxxxxx Xxxxx was granted an option to purchase 30,000 shares at $3.75 per share. . On March 19, 0000, Xxxxx Xxxxxx was granted an option to purchase 30,000 shares at $3.75 per share. . On April 30, 2001, Xxxxx Xxxxxx purchased 1,223 shares at $2.125 pursuant to our 1998 Employee Stock Purchase Plan. . On April 30, 2001, Avi Caspi pur...
Interests of Directors and Officers. Transactions and arrangements concerning the Options; Material agreements with directors and officers. Each of our executive officers and directors hold eligible Options are able to participate in the Offer. The members of the Sonic Board of Directors and the Sonic executive officers and their respective positions and offices as of November 25, 2008, are set forth in the following table: Name Position and Offices Held Dxxxx X. Xxxxxxx Chief Executive Officer and President
Interests of Directors and Officers. Neither we, nor any of our subsidiaries nor, to the best of our knowledge, any of our directors or executive officers, nor any affiliates of any of the foregoing, had any transactions in the Preferred Stock during the 60 business days prior to the date hereof. The table below sets forth the name and number of shares of Preferred Stock beneficially owned by our officers and directors.
