Local Governance Sample Clauses

Local Governance. The general managers of the Glad business in each country outside of the United States will report to the International Board. To the extent required by local law, local partnership entities may have a board or directors or other similar governing body in addition to the International Board, but no such local board or governing body shall have the authority to take any action for which approval of the International Board or P&G is required prior to such approval being obtained.
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Local Governance. We will be clear about the expectations that we have of each other in order to facilitate good working relationships. In this regard, we will define the way in which we interact with each other. We will be clear about the role of Councillors at all levels in the relationship and in community leadership. Flintshire County Council will:- Town and Community Councils will:- Hold County Forum meetings with representatives of all Town and Community Councils that wish to take part. These meetings will be held at least 3 times a year. Contribute towards the agenda of County Forum meetings and contribute proactively to the attendance and discussion. Appoint a nominated member of staff to be a liaison officer between Flintshire County Council and Town and Contact the nominated officer on the agreed issues and make them aware of any difficulties being encountered. Community Councils. Discuss with Town and Community Councils how they can best contribute to the workings of key local Partnerships. Invite Councillors/Officers (as appropriate) of Flintshire County Council to meetings and where necessary will provide a space on its meeting agenda for presentations. Call meetings as and when required/deemed necessary that require the involvement of Town and Community Councils, and where practicable will be held in the evening. Provide the County Council with dates and frequency of Town and Community Council meetings.
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Local Governance. The congregation is responsible for electing a chair and secretary at its annual meeting, specifically responsible for all meetings of the congregation until the next annual meeting. The governing body (Council), the trustees, and the churchwardens will be elected by the Shared Ministry, at an annual or specially called congregational meeting. The Term of Council, trustees, and churchwardens is usually one year, renewable, with a maximum of three consecutive years. In situations of resignations or open positions, the Council has authority to appoint Council members, trustees, and churchwardens to serve until the next annual congregational meeting. The Council will have the following voting members: • Minister (ex officio) or Denominational Designate • Secretary • Treasurer • Synod Delegate • Presbytery Delegate
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Local Governance. Local Hospital Networks E1. The Commonwealth and the States agree that the role of Local Hospital Networks is to decentralise public hospital management and increase local accountability to drive improvements in performance. Local Hospital Networks are accountable for treatment outcomes and responsive to patients’ needs and make active decisions about the management of their own budget. They have the flexibility to shape local service delivery according to local needs.
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Local Governance. From and after Closing, the Business shall be governed by a local community-based, board of trustees (the “Board”). The Board shall be comprised of 15 trustees. No fewer than 12 trustees appointed to such Board shall be community residents of the Service Area. Of those 12, no fewer than three members of the Board shall be physicians with active privileges on the Hospital’s medical staff. The initial members of the Board shall be set forth in the Definitive Documents. All Board members shall be subject to satisfaction of applicable governance best practices, core competencies, and diversity considerations and ratification (not to be unreasonably withheld) by the Buyer’s Board of Trustees (“Novant Board”). Subject to the foregoing sentence, the Board shall retain sole power and authority to nominate and appoint all subsequent trustees to the Board. The Parties agree to amend or modify the governing documents of the Business, including, but not limited to the articles of incorporation and bylaws, as necessary to effectuate the covenants contained in this Section.
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Local Governance. OP-SII providers are expected to establish, chair and provide secretariat support for a local governance group for each location of operation and to determine its membership or access an existing advisory committee. OP-SII local governance membership should comprise the following: Local DCJ/CHP/ACHP Housing staff Local DCJ Commissioning and Planning staff Local industry bodies Local employers Specialist homelessness services or other relevant support providers Aboriginal support provider/s A tenant representative An Aboriginal community representative and/or a Culturally and Linguistically Diverse community representative connected with the program Providers should organise and chair the LDIC meetings, the distribution of agenda and minutes, along with relevant updates and progress reporting. A summary report on each local governance meeting is to be provided to the DCJ central office team via email (XxxxxxxxxxxXxxxxxxx@xxx.xxx.xxx.xx).
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Related to Local Governance

  • Corporate Governance Ultimus shall provide the following services to the Trust and its Funds:

  • Corporate Governance Matters At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary as agreed between Parent and the Company, effective at the Effective Time.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • Governance Matters At Closing, the Company and the Bank will appoint each person nominated by each Lead Investor (each a “Board Representative”) as provided in this Section 4.18 to the Board of Directors, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). To the extent consistent with the requirement to stagger the terms of the directors of the Company, the Company and Bank will nominate the Board Representatives for election at the first annual meeting of shareholders following the Closing to the following terms: PIMCO Board Representative to a three year term; Patriot Board Representative to a two year term; and Xxxxxxxx Board Representative to a one year term. After such appointment or election of a Board Representative, so long as the Lead Investor beneficially owns (as determined in accordance with Rule 13d-3 under the Exchange Act) 5.0% or more of the outstanding shares of Common Stock whether acquired upon conversion of the Non-Voting Common Stock, exercise of the Warrant or otherwise (and treating each outstanding share of Non-Voting Common Stock that is not a share of Common Stock as if it had converted into Common Stock and excluding as Common Stock beneficially owned, shares of Common Stock issuable under outstanding Warrants) (a “Qualifying Ownership Interest”), the Company will be required to recommend to its shareholders the election of such respective Lead Investor’s Board Representative at the Company’s annual meeting of shareholders, as applicable, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). If at any time a Lead Investor no longer beneficially owns Qualifying Ownership Interest, such Lead Investor will have no further rights under this Section 4.18, and, at the written request of the Board of Directors, shall use its reasonable best efforts to cause its Board Representative to resign from the Board of Directors within 15 calendar days thereafter. Each Lead Investor shall inform the Company if and when it ceases to hold a Qualifying Ownership Interest. Any Board Representative (including any successor nominee) duly selected in accordance with this Section 4.18 shall, subject to applicable law, be the Company’s and the Company’s Nominating and Governance Committee’s nominee to serve on the Board of Directors. The Company shall use all reasonable best efforts to have the Board Representative elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board of Directors. For only so long as the Lead Investor has the right to nominate a Board Representative pursuant to Section 4.18, such Lead Investor shall have the power to designate the Board Representative’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director. The Board of Directors will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating and Governance Committee’s nominee to serve on the Board of Directors, using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). Any Board Representative shall be entitled to the same cash compensation and participation in Company equity plans and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and each Board Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof, to the same extent as the other members of the Board of Directors. With respect to indemnification of any Board Representative, the Company agrees (i) that it is the indemnitor of first resort (i.e., its obligations to any Board Representative are primary and any obligation of the Lead Investors or their Affiliates (other than the Company) to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such person are secondary) with respect to any actions, costs, charges, losses, damages or expenses incurred or sustained in connection with the execution by such person of his or her duties as a director of the Company and (ii) that it irrevocably waives, relinquishes and releases the Lead Investors and their Affiliates from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Company shall notify each Board Representative of all regular and special meetings of the Board of Directors and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of which the Board Representative is a member in accordance with the Company’s bylaws as then in effect. The Company shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors concurrently as such materials are provided to the other members. At all times when the Lead Investor has the right to a Board Representative as provided in this Section 4.18, upon the written request of such Lead Investor and in lieu of such Lead Investor’s nomination of a Board Representative, such Lead Investor may appoint one individual to attend all meetings of the Board of Directors and all committees thereof (the “Observer”) and pursuant to this Section 4.18 hereof the board of directors of the Bank and all committees thereof, which individual shall be reasonably acceptable to the Board of Directors (such approval not to be unreasonably withheld or delayed); provided that the appointment by a Lead Investor of an Observer shall not prevent such Lead Investor from nominating a Board Representative in lieu of an Observer at a future time. The Observer shall not have any right to vote on any matter presented to the Board of Directors or any committee thereof. Subject to compliance with regulatory requirements, the Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board of Directors, shall provide each Observer with all written materials and other information given to members of the Board of Directors at the same time such materials and information are given to the members of the Board of Directors and shall permit each Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that (A) the Company or the Board of Directors shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (1) if doing so is, in the reasonable good faith judgment of the Company, after consultation with counsel, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors reasonably determines in good faith, after consultation with counsel, that attendance by the Observer would conflict with fiduciary or regulatory requirements under applicable law and (B) each Lead Investor shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer. Each Lead Investor covenants and agrees to hold all such information obtained from its Observer as provided in the prior sentence in confidence pursuant to the non-disclosure agreement entered into between the Company and such Lead Investor. So long as a Lead Investor has the right to appoint a Board Representative pursuant to this Section 4.18, such Lead Investor shall have the right to either nominate one person (the “Bank Board Representative”) to be elected or appointed as director to the board of directors of the Bank (the “Bank Board”) or to appoint one person to attend all meetings of the Bank Board and all committees thereof as an observer (the “Bank Board Observer”); provided that if a Lead Investor chooses to have a director of both the Company and the Bank it at all such times be the same individual; provided further the appointment by such Lead Investor of a Bank Board Observer shall not prevent such Lead Investor from nominating a Bank Board Representative in lieu of a Bank Board Observer at a future time. The obligations of the Company otherwise with respect to, and the conditions on the appointment and, if applicable, directorship of, each Bank Board Representative and each Bank Board Observer shall be substantially the same as those with respect to or applicable to the Board Representative and Observer, respectively. The rights of each Lead Investor described in this Section 4.18 shall be personal to such Lead Investor and the transfer, assignment and/or conveyance of said rights from such Lead Investor to any other person and/or entity (other than in connection with a transfer of Securities to an Affiliate) is prohibited and shall be void and of no force or effect.

  • Responsibilities of Adviser Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:

  • Law Governing Agreement This Agreement shall be governed by and construed in accordance with the laws of the State of California.

  • Office and Support Staff During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

  • Law Governing This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware (without reference to the conflict of laws rules or principles thereof).

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