President and Chief Operating Officer. The President and Chief Operating Officer shall be a member of the Board of Managers and of the Executive Committee, if any, shall be the chief operating officer of the Company responsible for directing, administering and coordinating the business operations of the Company in accordance with policies, goals and objectives established by the Board of Managers and the Chairman and Chief Executive Officer with power and authority, when acting in the ordinary course of business of the Company, in the name and on behalf of the Company and under its seal attested by the Secretary or an Assistant Secretary of the Company, or otherwise, to, (i) execute and deliver agreements, contracts, certificates and other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences of interest and indebtedness, rights and options to acquire the same, and all other securities, whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver stocks, bonds, evidences of interest and indebtedness, rights and options to acquire the same, and all other securities, corporate or otherwise, now or hereafter standing in the name of or owned beneficially by the Company, (iv) open and maintain accounts with banking institutions, including investment banks and brokerage firms, and (v) borrow from banks and other financial institutions, including investment banks and brokerage firms, such sums of money for such periods of time and upon such terms as such officer shall deem necessary or appropriate, and execute and deliver notes, other evidences of indebtedness and agreements for the repayment of any sums so borrowed in the name and on behalf of the Company; provided, however, that no borrowing pursuant to this clause (v) shall have an original maturity of more than one year. Such officer shall perform all other duties and enjoy all other powers which are commonly incident to the office of President and Chief Operating Officer or which are delegated to such officer by the Board of Managers or the Chairman and Chief Executive Officer. In the absence of the Chairman and Chief Executive Officer, the President and Chief Operating Officer shall perform all duties and may exercise all powers of the Chairman and Chief Executive Officer and shall preside at meetings of the members of the Company and the Executive Committee.
President and Chief Operating Officer. (a) At the Effective Time, the President and Chief Operating Officer of the Corporation shall be Xxx Xxxxxxxx. During the Specified Period, Xxx Xxxxxxxx may not be terminated or demoted from the position of COO (or, in the event that Xxxxxx Xxxxxxxx is not the CEO, from the position of CEO) and no COO Functions (as defined below) may be changed without the affirmative vote of at least fourteen (14) directors.
President and Chief Operating Officer. The Executive shall devote the Executive’s full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive’s duties under this Agreement; provided, however, that the Executive may devote reasonable periods of time to (a) serving on the board of directors of other corporations subject to the prior approval of the Company’s Board of Directors (the “Board”), and (b) engaging in charitable or community service activities, so long as none of the foregoing additional activities materially interfere with the Executive’s duties under this Agreement.
President and Chief Operating Officer. Subject to the limitations imposed by this Agreement, any employment agreement, any employee plan or any determination of the Board of Directors, the President, subject to the direction of the Board of Directors, shall be responsible for the management and direction of the day-to-day business and affairs of the Company, its other Officers, employees and agents, shall supervise generally the affairs of the Company and shall have full authority to execute all documents and take all actions that the Company may legally take. The President and Chief Operating Officer shall exercise such other powers and perform such other duties as may be assigned to him by this Agreement or the Board of Directors, including any duties and powers stated in any employment agreement approved by the Board of Directors.
President and Chief Operating Officer. Xxxxx Xxxxxxx shall be President and Chief Operating Officer of Anthem as of the Effective Time and shall occupy such position until he resigns, retires or is unable to serve or the Anthem Board of Directors removes him in accordance with Anthem’s bylaws.
President and Chief Operating Officer. In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) shall designate that are consistent with the Executive’s position as President and Chief Operating Officer. The Executive shall report to the Chairman of the Board and to the Chief Executive Officer of the Company. The Executive shall have authority as is appropriate to carry out his duties and responsibilities as set forth in this Agreement.
President and Chief Operating Officer. The President and Chief Operating Officer shall be a member of the Board of Directors and an officer of the Corporation. The President and Chief Operating Officer shall supervise, coordinate and manage the Corporation's business and activities and supervise, coordinate and manage its operating expenses and capital expenditures, shall have general authority to exercise all the powers necessary for the President and Chief Operating Officer of the Corporation and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Amended and Restated By-Laws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors and the Chairman and Chief Executive Officer. In the absence or disability of the Chairman of the Board and Chief Executive Officer, the duties of the Chairman of the Board shall be performed and the Chairman of the Board's authority may be exercised by the President and Chief Operating Officer, and in the event the President and Chief Operating Officer is absent or disabled, such duties shall be performed and such authority may be exercised by a director designated for this purpose by the Board of Directors.
President and Chief Operating Officer. The Merger Agreement provides for the acquisition of the Company by the management investor group. Acquisition and the Company today have commenced a joint cash tender offer (the "Offer") for all outstanding shares of common stock, including the associated preferred share purchase rights, of the Company (the "Shares") at a price of $21.50 per Share, net to the seller in cash, without interest. Following the successful completion of the Offer, upon the terms and subject to the conditions contained in the Merger Agreement, Acquisition will be merged with and into the Company (the "Merger"), with the Company as the surviving corporation. At the effective time of the Merger, each remaining issued and outstanding Share (other than shares owned by Acquisition and members of the management investor group) will be converted into the right to receive $21.50 in cash, subject to dissenters' rights. YOUR BOARD OF DIRECTORS, AFTER RECEIVING THE UNANIMOUS RECOMMENDATION OF A SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED ENTIRELY OF INDEPENDENT DIRECTORS (THE "SPECIAL COMMITTEE"), HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, HAS DETERMINED THAT THE TERMS OF THE MERGER AND THE OFFER ARE ADVISABLE, FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS (OTHER THAN ACQUISITION AND MEMBERS OF THE MANAGEMENT INVESTOR GROUP), AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. In arriving at their recommendations, the Special Committee and the Board of Directors gave careful consideration to the factors described in the enclosed Offer to Purchase, which is incorporated by reference in the enclosed Solicitation/Recommendation Statement on Schedule 14D-9, each of which is being filed today with the Securities and Exchange Commission. Among the factors considered was the written opinion of Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, the Special Committee's financial advisor, that subject to the assumptions, factors and limitations set forth in the opinion, the $21.50 per Share in cash consideration to be paid in the Offer and the Merger is fair to the holders of common stock (other than Acquisition and the management investor group) from a financial point of view. Additional information with respect to the Special Committee's and the Board's recommendations and the background of the transaction is contained in the enclosed Offer t...
President and Chief Operating Officer. The Manager shall make available to the Company Xx. Xxxxxxxxx Xxxxxx to manage the Company’s day-to-day operations and affairs as the president and chief operating officer of the Company, provided that if he is unwilling or incapable of so acting, the Manager shall appoint some other suitable person to serve in his place (Xx. Xxxxxxxxx Xxxxxx or such other person, the “President and Chief Operating Officer”).
President and Chief Operating Officer. Xxxx X. Xxxxxxx.............................Executive Vice President, New Investments Xxxxxxx X. Crate......Executive Vice President, Chief Financial Officer and Treasurer Xxxxxxxxx Xxxxxx..............Executive Vice President, General Counsel and Secretary Xxxxxxx X. Floor.............................................................Director Xxxxxxx X. Xxxxxxxx..........................................................Director
