Release of directors’ liability Sample Clauses

Release of directors’ liability. The Purchaser agrees and undertakes to vote at the next annual general meeting of shareholders of the Company with all its shares in favor of a resolution releasing the POM Founders in their capacity as the Company’s directors from any liability for general management faults (gewone bestuursfouten) arising from the performance of their respective director’s mandate for the Company during the current financial year.
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Release of directors’ liability. The Purchaser shall (and shall cause its Affiliates to) vote at the next relevant shareholders meeting of the Company with all Shares owned by it in favor of a resolution granting full and unconditional discharge to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ for the execution of their mandate as members of the supervisory board of the Company.
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Release of directors’ liability. 9.2.1 The Purchaser undertakes to vote or cause to be voted (i) at the Company's Annual Shareholders' Meeting relating to the financial year ending December 30, 2005, all the shares of the Company, and (ii) at the Subsidiaries' Annual Shareholders' Meeting relating to the financial year 2005, all the shares of each Subsidiary which the Company has the direct or indirect power to vote, in each case in favour of a resolution, substantially in the form of the draft minutes attached as Schedule 0, releasing the Company's and the Subsidiaries' directors who resigned on the Closing Date from any liability arising from the performance of their duties until the Closing Date.
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Release of directors’ liability. The Purchaser agrees and undertakes, for itself and on behalf of its Affiliated Companies to vote or cause to be voted at each Group Company’s annual shareholders’ meeting relating to the financial year ending 31 December 2017 with all shares in favour of a resolution releasing the Group Companies’ directors who resigned on the Closing Date (in accordance with Clause 7.5) from any liability arising from the performance of their duties until the Closing Date, subject to Article 554 of the Companies Code (or with respect to Canal Re the Luxembourg equivalent), and, for the avoidance of any doubt, except for any liability arising from any fraud (“dol” / “bedrog”) in the performance of their duties as director.
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Release of directors’ liability. The Purchaser agrees and undertakes to vote at the Company’s annual shareholders’ meetings relating to the financial years ending December 31, 2018 and December 31, 2019 all Shares in favor of a resolution releasing the Company’s and Chemogas’ directors who resigned on the Closing Date (in accordance with Clause 8.4) from any liability arising from the performance of their duties until the Closing Date, provided that such release shall not affect or limit in any manner whatsoever the obligations of the Sellers pursuant to the Agreement.
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Release of directors’ liability. 14.1 The Purchaser agrees and irrevocably undertakes to attend and to vote, and procures that its Affiliated persons (to the extent they are entitled to vote) shall attend and vote, at the special general meeting of the Target to be held on the Closing Date in accordance with Clause 7.2.1 (g) further to which the directors, as referred to in Schedule 6, are released from any liability arising from the performance of their duties, until the Closing Date. 14.2 The Purchaser agrees and procures that the board of directors of the Target to be held on the Closing Date in accordance with Clause 7.2.1 (h) shall with a unanimous resolution release the directors and managing directors, referred to in Schedule 6, from any liability arising from the performance of their duties, until the Closing Date. 14.3 On Closing Date, the Purchaser will provide the Seller with a copy of the relevant minutes evidencing such release granted as stated in Clause 7.2.1. 14.4 The Purchaser shall not and shall procure that none of the Purchaser’s Affiliates or Target shall initiate legal proceedings against any director, managing director or daily manager of a Target, identified in Schedule 6. The Purchaser procures that in the event of any subsequent transfer of shares in any of the Target, the transferee will comply with these obligations.
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Related to Release of directors’ liability

  • No Personal Liability of Directors, Officers Employees, -------------------------------------------------------- Stockholders or Incorporators. No director, officer, employee, incorporator or ----------------------------- stockholder of the Company shall have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the 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.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Designation of Directors (a) Following the automatic conversion of all Class B Common Stock into Class A Common Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation: (i) the Board shall adopt an amendment to the Bylaws of the Company establishing nine as the number of directors which shall constitute the whole Board and (ii) the Class B Directors serving on the Board immediately preceding such conversion shall continue to serve on the Board as Class A Directors until their successors are duly elected and qualified or until their earlier death, resignation or removal. (b) From and after the automatic conversion of all Class B Stock into Class A Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation, at any time that ▇▇▇▇▇ ▇▇▇▇▇▇▇ or a Member Beneficially Owns one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock, such party shall have the option, in its sole discretion, to notify the Company of such party's designee or designees to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of stockholders of the Company held to elect directors. The Board or its nominating committee shall include such designee or designees in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of the stockholders of the Company held to elect directors; PROVIDED, HOWEVER, that the maximum number of persons so designated by such party shall be equal to the result (rounded to the nearest whole number) of applying the following formula: (c) At any time a Person who has been designated by Apollo and is not otherwise a Person whose primary business is the design, construction, marketing and/or selling of single-family homes, townhomes and/or condominiums (an "ELIGIBLE HOLDER") Beneficially Owns, as the result of a transfer of Class A Common Stock or Class B Common Stock by Apollo to such Eligible Holder, one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, taken in the aggregate, such Eligible Holder shall have the option, in its sole discretion, to notify the Company of such Eligible Holder's designee to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director at the next meeting of stockholders of the Company held to elect directors, provided that such Eligible Holder continues to hold such number of shares through the date of such meeting. The Board or its nominating committee shall include such designee in the slate of nominees to be recommended by the Board to the stockholders for election as a director at the next meeting of the stockholders of the Company held to elect directors. Notwithstanding anything to the contrary contained herein, an Eligible Holder shall not be entitled to designate more than one such designee. Notwithstanding anything to the contrary contained herein, Apollo may designate only one Person as an Eligible Holder during the term of this Agreement; PROVIDED, HOWEVER, that nothing in this subsection 5(c) shall limit Apollo's other rights to designate directors in accordance with subsection 5(b). (d) In the event that a person nominated and elected to the Board pursuant to subsection 5(b) or 5(c) shall cease to serve as a director for any reason, a successor shall be designated and nominated in the same manner and procedure as such former director was designated and nominated pursuant to subsection 5(b) or 5(c). (e) With respect to any Class A Director seat on the Board which is not to be filled pursuant to subsections 5(b), 5(c) or 5(d), the Board shall recommend to the stockholders of the Company for election as a director any person designated by a majority of the Board to fill such seat. (f) Each party hereto shall take such action as may be required so that all Class A Common Stock Beneficially Owned by it and all its Affiliates are voted, at any meeting of the stockholders of the Company held to elect directors, for the persons nominated to the Board pursuant to subsection 5(b), 5(c), 5(d) or 5(e). Each party and all its Affiliates, as Class A Stockholders, shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all Class A Common Stock Beneficially Owned by such party and its Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings. (g) Upon request by Apollo, one of the directors designated by Apollo in accordance with subsection 5(b) shall (i) serve on the Compensation Committee of the Board so long as such director is an independent director under Delaware law (it being agreed that being an employee or otherwise a representative of Apollo shall not by itself disqualify any such director from being independent) and (ii) serve on the Executive Committee, if any, of the Board (it being agreed that the Company shall be under no obligation to establish an Executive Committee).

  • ’ Compensation and Employer’s Liability Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

  • ’ Compensation and Employer’s Liability Coverage The Grantee shall provide workers’ compensation, in accordance with Chapter 440, F.S. and employer liability coverage with minimum limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policies shall cover all employees engaged in any work under the Grant.