Director of Parent Clause Samples
The 'Director of Parent' clause defines the role, authority, or responsibilities of an individual serving as a director for the parent company in a contractual relationship. Typically, this clause clarifies who is recognized as a director, outlines their decision-making powers, or specifies their obligations in relation to the agreement. For example, it may address how the director represents the parent company in negotiations or approvals. The core function of this clause is to ensure clarity regarding the identity and authority of the parent company's director, thereby preventing disputes over representation and decision-making within the contractual framework.
Director of Parent. Parent agrees to take all action necessary to appoint or elect, effective as of the Effective Time, one non-employee director of the Company as of the date hereof who is designated by the Company and who both meets the director qualification requirements set forth in the Parent Bylaws and is otherwise reasonably acceptable to Parent as a director of Parent.
Director of Parent. Dr. ▇▇▇▇▇▇▇▇▇ ▇▇▇ elected a Director of Parent in 1981, resigned his position upon joining the government in August 1982 and was again elected a Director in July 1984. Dr. ▇▇▇▇▇▇▇▇▇ ▇▇▇ been Professor of Economics at Harvard University since 1967. In addition, he serves as President and Chief Executive Officer of the National Bureau of Economic Research, a position he held from 1977 to 1982 and from July 1984 until the present. Dr. ▇▇▇▇▇▇▇▇▇ ▇▇▇o is a director of American International Group, Inc. and J. P. ▇▇▇▇▇▇ & ▇o. Incorporated. Robe▇▇ ▇. ▇▇▇▇▇...........
Director of Parent. (a) Parent shall take all actions necessary to cause the election and appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇, or such person as may be selected by ▇▇. ▇▇▇▇▇▇ with the consent of Parent, which consent shall not be unreasonably withheld, provided that such person is not be an employee of Company or any of its subsidiaries (the "Company Nominee"), to the Board of Directors of Parent (the "Parent Board"), and his election to the position of Deputy Chairman, as of the Effective Time.
(b) The Company Nominee shall hold his position as a member of the Parent Board, and as Deputy Chairman, for a term of three (3) years if permitted by Singapore law or the Articles and Memorandum of Association of Parent. If such term is not permitted by Parent's Articles and Memorandum of Association and applicable law, the Company Nominee shall hold such position until the next Annual General Meeting of the shareholders of Parent, and Parent shall use all reasonable efforts to cause the Company Nominee to be nominated and re-elected at such Annual General Meeting to serve as a member of the Parent Board, unless he shall decline or be unable to serve, until his resignation or removal or the election or appointment of his successor in the manner provided by Parent's charter documents and applicable law.
Director of Parent since 1999; Chairman and Chief Executive Officer of Citigroup, Inc.; previously Chairman and Co-Chief Executive Officer of Citigroup, Inc., 1998 to 2000; Chairman and Chief Executive Officer of Travelers Group Inc., 1993 to 1998; Director of AT&T Corporation; ▇.▇. ▇▇▇▇▇▇ de Nemours & Company; Chairman of the Board of Trustees of Carnegie Hall; Member of the Business Roundtable; the Business Council; the Board of Directors of the Baltimore Symphony; the Board of Governors of New York Presbyterian Hospital; the Board of Overseers of the Weill Medical College; Graduate School of Medical Sciences of Cornell University and other civic organizations. Purchaser. Set forth below are the name, business address and present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of the directors and executive officers of Purchaser. Except as otherwise noted, the business address of such person is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Unless otherwise indicated, such person is a citizen of the United States. Present Principal Occupation or Employment; Name, Citizenship and Material Positions Held During the Past Current Business Address Age Five Years ------------------------ --- --------------------------------------- ▇▇▇ ▇▇▇▇▇▇▇ ................... 39 Director of Purchaser since October, 2000; Citizenship: French/Portuguese President of Purchaser since October 2000; Vice President, Corporate Strategy and Development of Parent since 1997; previously Managing Director, the Strategic Partners Group; Partner, ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇............. 52 Vice-President, Treasurer and Secretary of Purchaser since October, 2000; Associate General Counsel of Parent since 1998; Vice President and General Counsel, UT Finance 1992-1998 Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for the Shares and any other required documents should be sent by each stockholder of the Company or such stockholder's broker- dealer, commercial bank, trust company or other nominee to the Depositary as follows: The Depositary For The Offer Is: LaSalle Bank National Association By Mail/Overnight Courier: LaSalle Bank National Association Attention: Corporate Trust Operations ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By Facsimile Transmission: (For Eligible Institutions Only) (▇▇▇) ▇▇▇-▇▇▇▇ Confirm Facsimile Transmission: By Telephone Only:
Director of Parent since 1992; Chairman of Parent since 1997; Chief Executive Officer of Parent since 1994; President of Parent from 1992 to 1999; Board Member of the Institute for International Economics; Chairman or President of the Boards of the Graduate School of Business Administration at the University of Virginia, the National Minority Supplier Development Council, and the ▇▇▇▇▇▇▇▇▇ Atheneum Museum of Art in Hartford, Connecticut; Co-Chair the Transatlantic Business Dialogue for the year 2000
Director of Parent since 1994; Chairman and Chief Executive Officer, Air Products and Chemicals, Inc., Allentown, Pennsylvania (industrial gases and chemicals); previously Chairman, President and Chief Executive Officer, Air Products and Chemicals, Inc., 1992 to 1998; Director of CIGNA Corporation; PACCAR Inc.; Daido-Hoxan; Member of The Business Council; the Policy Committee of The Business Roundtable; Member of the Pennsylvania Business Roundtable; serves on the Board of Trustees of Lehigh University ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇*.............
Director of Parent since February, 1999; Chairman Emeritus U S WEST, Inc., Denver, Colorado (telecommunications). Previously Chairman, U S WEST, Inc., 1998 to 1999; Chairman, President and Chief Executive Officer U S WEST, Inc., 1992 to 1998; Director of United Airlines; Director of ▇▇▇▇▇ Fargo and Company; Director of Concept Five Technologies; Chairman of the United States Council for International Business; Vice President of the International Chamber of Commerce; Director of ▇▇▇▇▇▇▇▇▇ University; will serve as President of the International Chamber of Commerce, beginning 2001 member of the Business Council; Trustee of the Denver Art Museum; Board Member of the American Indian College Fund
Director of Parent since 1997; Chairman of Instinet Corporation, ▇▇▇▇▇▇'▇ electronic brokerage subsidiary; previously Executive Director of Reuters Holdings PLC, London, England (worldwide news information and services business), 1998 to February 2000; Director of CGU plc
Director of Parent since November 1999. President and ▇▇▇▇▇▇▇.▇▇▇ Chief Executive Officer of ▇▇▇▇▇▇▇.▇▇▇ since January 275 7(th) Avenue 2000. Prior to MedHelp, ▇▇. ▇▇▇▇▇ served as Chairman Suite 2300 and Chief Executive Officer of Bantam Doubleday Dell New York, NY 10001 Publishing Group, and held various senior positions at Bantam Books, Harlequin Enterprises and PepsiCo. ▇▇. ▇▇▇▇▇ is currently on the Supervisory Board of Random House, on the Board of Directors of IDG Books and a Trustee of The University of Dayton.
Director of Parent since February, 2000; Vice Chair, ▇▇▇▇▇▇ ▇▇▇, since 1997; Deputy Attorney General of the United States, 1994 to 1997; Harvard Board of Overseers and the Boards of America's Promise, the Carnegie Endowment for International Peace, and the Washington Legal Clinic for the Homeless and other civic organizations; member of the Council of the American Law Institute and the Council on Foreign Relations; serves on the Central Intelligence Agency's National Security Advisory Panel