Appointment and Powers of Executive Committee Sample Clauses

Appointment and Powers of Executive Committee. The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:
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Appointment and Powers of Executive Committee. 16 18.2 Appointment and Powers of Other Committees. 17 18.3 Obligations of Committee. 17 18.4 Powers of Board. 17 18.5 Committee Meetings. 17 PART 19 OFFICERS 17 19.1 Appointment of Officers. 17 19.2 Functions, Duties and Powers of Officers. 17 19.3 Qualifications. 18 19.4 Remuneration. 18 PART 20 INDEMNIFICATION 18 20.1 Definitions. 18 20.2 Mandatory Indemnification of Directors and Former Directors. 18 20.3 Indemnification of Other Persons. 18 20.4 Non-Compliance with Business Corporations Act. 18 20.5 Company May Purchase Insurance. 18 PART 21 DIVIDENDS 19 21.1 Payment of Dividends Subject to Special Rights. 19 21.2 Declaration of Dividends. 19 21.3 No Notice Required. 19 21.4 Record Date. 19 21.5 Manner of Paying Dividend. 19 21.6 Settlement of Difficulties. 19 21.7 When Dividend Payable. 19 21.8 Dividends to be Paid in Accordance with Number of Shares. 19 21.9 Receipt by Joint Shareholders. 19 21.10 Dividend Bears No Interest. 19 21.11 Fractional Dividends. 19 21.12 Payment of Dividends. 19 21.13 Capitalization of Surplus. 19 PART 22 DOCUMENTS, RECORDS AND REPORTS 20 22.1 Recording of Financial Affairs. 20 22.2 Inspection of Accounting Records. 20 22.3 Remuneration of Auditors. 20
Sample 1
Appointment and Powers of Executive Committee. 32 19.2 Appointment and Powers of Other Committees 32 19.3 Obligations of Committees 32 19.4 Powers of Board 32 19.5 Committee Meetings 33 20. OFFICERS 33 20.1 Directors May Appoint Officers 33 20.2 Functions, Duties and Powers of Officers 33 20.3 Qualifications 33 20.4 Remuneration and Terms of Appointment 33 21. INDEMNIFICATION 33 21.1 Definitions 33 21.2 Mandatory Indemnification of Eligible Parties 34 21.3 Indemnification of Other Persons 34 21.4 Non-Compliance with Business Corporations Act 34 21.5 Company May Purchase Insurance 34 22. DIVIDENDS 35
Sample 1

Related to Appointment and Powers of Executive Committee

  • Powers of Board The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

  • Composition of Board of Directors (1) Subject to paragraph (2) of this article and paragraph (1) of article 14 the Board shall consist of seven directors as follows—

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Chairman and Vice Chairman of the Board The Board may appoint one of its members as Chairman of the Board (“Chairman”). The Board may also appoint one of its members as Vice Chairman of the Board, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to such person by the Board.

  • Determination and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

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