Officer and Director Sample Clauses

Officer and Director. 4.8 Upon termination of your employment, for any reason, you shall, as and when requested by the Corporation, resign as an officer and director of the Corporation (as and when applicable) and of any other affiliates or related companies, for no further compensation or remuneration. Return of the Corporation Property
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Officer and Director. 19. As an officer and director of StockDepot, Xxxxx authorized, permitted or acquiesced in StockDepot’s contraventions of sections 34(1), 50(1)(d), 57.1, and 61 of the Act and, therefore, pursuant to section 168.2 of the Act Xxxxx also contravened the same provisions. Mitigating Factors
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Officer and Director. Information The information about the DSKX officers and directors set forth in the DSKX SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder. Section 3.12 Absence of Certain Business Practices Neither DSKX, nor any of its subsidiaries and affiliates, nor any directors, officers, agents or employees of DSKX (in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties, or (iii) made any other unlawful payment. Section 3.13 Over-the-Counter Bulletin Board Quotation DSKX Common Stock is quoted on the OTC BB under the Symbol “DSKX”. There is no action or proceeding pending or, to DSKX’s knowledge, threatened against DSKX by Nasdaq or Financial Industry Regulation Authority, Inc. with respect to any intention by such entities to prohibit quotation of DSKX Common Stock on the OTC BB. Section 3.14 Full Disclosure No provision of this Article III or any Schedule or any document or information furnished by DSKX or the DSKX board of directors or officers, contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statement contained herein, in light of the circumstances under which such statements are made, not misleading. 7 ARTICLE IV.
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Officer and Director. Xxxxxx X. Xxxxxx shall be appointed by the Board of Directors of the Bank to the Surviving Bank's Board of Directors and Xxxxxx X. Xxxxxxxxx shall be appointed as Regional President of the New Division, effective at the Effective Time.
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Officer and Director. From September 27, 2000 and until the Effective Date, Timoxxx X. Xxxxxx xx and will be the sole director and the President and Secretary of Target. There are no other officers of Target.
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Officer and Director. As Senior Vice President, Sales and Marketing, you -------------------- will be an officer of the company. You will also be nominated to join ENACT's Board of Directors. All ENACT directors are nominated and elected annually by the shareholders.
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Officer and Director. Robert T. Pluese shall be appointed by the Board of Xxxxxxxxx xx xxe Bank to the Surviving Bank's Board of Directors and Gerard M. Banmiller shall be appointed as Regional Xxxxxxxxx xx xxx Xxw Division, effective at the Effective Time.
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Officer and Director. During the Term, the Executive shall serve -------------------- as Vice Chairman of the Board of the Company and as Chairman of the Board and Chief Executive Officer of Spelling Television Inc. ("STI") and shall serve in his discretion as Chairman of the Board and Chief Executive Officer of any of the other subsidiaries of the Company which engage in substantial television production, whether currently existing or hereafter formed or acquired (collectively referred to herein as the "Production Subsidiaries"), and shall serve as a member of the Board of Directors of the Company. Notwithstanding the foregoing, the term "Production Subsidiaries" shall not include Worldvision Enterprises, Inc. and its subsidiaries. The Company shall use its best efforts to cause the Executive to be a member of the Board of Directors of the Company throughout the Term and shall include him in the management slate for election as a director of the Company at every stockholders' meeting at which his term as a director would otherwise expire. During the Term, STI and the Production Subsidiaries designated by Executive shall employ or engage no one other than the Executive with the Executive's title or function under this Agreement without the Executive's prior written approval. During the Term, all officers and employees (who shall include all persons traditionally employed by such entities prior to the date hereof and the persons performing all of the principal functions of a stand- alone production company, including but not limited to development, production (including wardrobe, transportation, etc.), merchandising, business affairs, legal affairs and the like) of STI and the designated Production Subsidiaries shall report to the Executive (directly or through such channels as the Executive shall designate in consultation with Xxxxxx Xxxxxxxx and the appropriate board of directors) and not to any other individual or entity. During the Term, the Company agrees it will not, without the prior written consent of the Executive, cease to have the production of television programming as one of its principal lines of business.
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Related to Officer and Director

  • Resignation as Officer and Director Upon termination of this Agreement and the Executive’s employment hereunder for any reason by either party, the Executive shall be deemed to have resigned from all offices and positions the Executive may hold with the Company at such time including without limitation Board membership and/or positions as an officer of the Company.

  • Resignation of Officer and Director Positions The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive resigning from all officer and director positions with all members of the Company Group and the Executive executing any documents the Company may require in connection with the same.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • 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.

  • Officer and Director Liability Insurance The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

  • 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.

  • Chief Executive Officer and Director Notification Requirement If the Recipient is a Chief Executive Officer (“CEO”) or a director, associate director or shadow director of the Company’s Singapore Affiliate, the Recipient is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Company’s Singapore Affiliate in writing when the Recipient receives an interest (e.g., the Awards, Shares, etc.) in the Company or any Affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when Shares are sold), or (iii) becoming a CEO, director, associate director or shadow director. SOUTH AFRICA

  • Resignation as Officer or Director Upon a termination of employment, unless requested otherwise by the Company, the Executive shall resign each position (if any) that the Executive then holds as a director or officer of the Company or of any affiliates of the Company. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Company of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

  • Officers’ and Directors’ Indemnification (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of the Company or any of the Company Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, employee, fiduciary or agent of the Company or any of the Company Subsidiaries, or is or was serving at the request of the Company or any of the Company Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement or any of the Transactions, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), (A) the Company, and the Surviving Corporation after the Effective Time, shall promptly pay expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company and the Surviving Corporation, shall pay all fees and expenses of such counsel for the Indemnified Parties within thirty days after statements therefor are received, and (C) the Company and the Surviving Corporation will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further, however, that the Surviving Corporation shall have no obligation hereunder to any Indemnified Party when A-22 113 and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 7.6, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company and, after the Effective Time, the Surviving Corporation, thereof, provided that the failure to so notify shall not affect the obligations of the Company and the Surviving Corporation except to the extent such failure to notify materially prejudices such party.

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