Directors and Company Secretary Sample Clauses

Directors and Company Secretary. 1.8 executed resignations in the agreed form of each director, officers and company secretary (as applicable) of each of the Group Companies (other than those directors and company secretary to remain in place after Completion as indicated in Parts 1 and 2 of Schedule 2 or as notified by the Buyer to the Principal Seller not less than five (5) Business Days prior to Completion); Board resolutions
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Directors and Company Secretary. The Issuer's Articles of Association provide that the Board of Directors of the Issuer will consist of at least two Directors. The Directors of the Issuer and their business addresses and their principal activities are as follows: Name Business Address Principal Activities Xxxxxx Xxxxxxx 0 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxx 0, Xxxxxxx Director, Capita Trust Company (Ireland) Limited Xxxxx Xxx Xxxxx 0 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxx 0, Xxxxxxx Notary Public The Company Secretary is Capita Trust Company (Ireland) Limited and its business address is 0 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxx 0, Xxxxxxx. Capitalisation and Indebtedness The capitalisation and indebtedness of the Issuer as at the date of this Prospectus, adjusted for the issue of the Initial Class A Notes and the Initial Class B Notes is as follows: Share Capital................................................................................................................................. Issuer Share Capital (1 Share of €1)................................................................................................ €1.00 Loan Capital .................................................................................................................................. Class A Notes.................................................................................................................................. U.S.$1,128,000,000 Class B Notes .................................................................................................................................. U.S.$59,400,000 Total Capitalisation....................................................................................................................... €1.00 + U.S.$1,187,400,000 Indebtedness The Issuer has no indebtedness as at the date of this document other than that which the Issuer has incurred or shall incur in relation to the transactions contemplated herein. Financial Information No financial statements of the Issuer have been prepared as at the date of this Prospectus. The Issuer intends to publish its first financial statements in respect of the period which ended on 31 December 2008. The Issuer will not and did not prepare interim financial statements. The financial year of the Issuer ends on 31 December in each year. The profit and loss account and balance sheet can be obtained free of charge from the registered office of the Issuer. The Issuer must hold its first annual general meeting within 18 months of th...
Sample 1
Directors and Company Secretary. The Directors of Iris are as follows: Xxxxx X’Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx The business address of each of the directors is 00/00 Xxxxx Xxxx Xxxx, Xxxxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx. The Company Secretary is Mourant & Co. Secretaries Limited. Mourant Ireland Limited of 00/00 Xxxxx Xxxx Xxxx, International Financial Services Centre, Dublin 1, Ireland is the administrator of Iris. Its duties include the provision of certain administrative, accounting and related services. Xxxxx X’Xxxxxxxx and Xxxxxx Xxxxxxxx are company directors. Xxxxx Xxxxx is a business manager. Financial Statements Since the date of its incorporation, save for the issuance of Notes, Xxxx has not commenced operation and no financial statements have been made up as at the date of this Offering Circular. Xxxx intends to publish its first financial statements in respect of the period ending on 30 September 2005. It will not prepare interim financial statements. The auditors of Iris are Deloitte & Touche of Deloitte & Touche House, Earlsfort Terrace, Dublin 2 who are chartered accountants and are members of the Institute of Chartered Accountants in Ireland (ICAI) and are qualified to practise as auditors in Ireland. SECURITY ARRANGEMENTS The Security may include a fixed charge over Securities which may be held by or through the Custodian through a Clearing System. The charge is intended to create a property interest in the Securities in favour of the Trustee to secure the Issuer's liabilities under the Trust Deed. However, where the Securities are held through a Clearing System the interests which the Custodian holds and which are traded in the Clearing System are not the physical Securities themselves but a series of contractual rights against such Clearing System. These rights consist of (i) the Issuer's rights against the Custodian, (ii) the Custodian's rights as a participant against the Clearing System, (iii) the rights of the Clearing System against the common depositary and (iv) the rights of the common depositary against the issuer of the Securities. As a result, where Securities are held in a Clearing System, the Security will take the form of an assignment of the Issuer's rights against the Custodian under the Agency Agreement or the Custody Agreement, as the case may be, rather than a charge over the Securities themselves.
Sample 1

Related to Directors and Company Secretary

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • 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 and Directors of the Surviving Corporation (a) The directors of the Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, and they shall hold office until their respective successors are duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws as in effect from time to time of the Surviving Corporation.

  • Immunity of Incorporators Stockholders Officers and Directors Section 15.01 Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

  • 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 and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

  • No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders No director, officer, employee, incorporator or stockholder of the Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company or any Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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