Management of FNB and Bedford Federal Sample Clauses

Management of FNB and Bedford Federal. Except as noted hereinafter, the directors, officers and employees of Bedford Federal will not change as a result of the Merger except that an individual selected by FNB shall be appointed to the Board of Bedford Federal. On the Effective Date, the number of Directors of FNB shall be increased by two members who shall be individuals recommended by the BBI Board and selected by FNB, at least one of whom shall be independent as such term is defined at the time of such appointments under the Marketplace Rules of The Nasdaq Stock Market, Inc., and who shall then be appointed to the Board of FNB. At the next annual meeting of shareholders of FNB, management of FNB will recommend to shareholders that the two new members be elected as members of the Board of FNB. In addition, as of the Effective Date, FNB shall enter into an Addendum to Employment Agreement for Harold K. Neal, as attached hereto as Exhibit 1.4(a). In additiox, xx xx xxx Xffective Date, FNB shall enter into an agreement with Harold K. Neal in which FNB agrees to pay Mr. Neal $50,000 each yxxx xxx xxx xxars in consideration for his xxxxxxxnt not to compete with FNB and its affiliates for a period of two years from the Effective Date, as provided in a Non-competition Agreement attached hereto as Exhibit 1.4(b).
Sample 1
AutoNDA by SimpleDocs

Related to Management of FNB and Bedford Federal

  • Management of the Partnership (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

  • Management of the Company The business and affairs of the Company shall be managed by the Sole Member. Any action so approved may be taken by the Sole Member on behalf of the Company and any action so taken shall bind the Company.

  • Management of Partnership Section 2.01

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Management of Company All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles, and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such officers in corporations incorporated under the laws of the state of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • Association of Company Affiliates Except for the issuance of securities to the Sponsor, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial confidential submission date of the Registration Statement has any relationship or affiliation or association with any Member.

  • Management and Control of the Company The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives.

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