A Directors Sample Clauses
The 'A Directors' clause defines the appointment, powers, and responsibilities of a specific class of directors, often referred to as 'A Directors,' within a company's board structure. Typically, this clause outlines how A Directors are nominated, the voting rights they possess, and any special veto or approval powers they may hold over certain board decisions. For example, A Directors might be appointed by a particular shareholder group and may have the authority to block major corporate actions. The core function of this clause is to formalize the governance rights of a designated group of directors, ensuring that their interests are protected and that they have a clear role in the company's decision-making process.
A Directors. For so long as ▇▇ ▇▇▇▇▇▇ holds office as a director of the Company references in this Agreement to ‘A Directors’ shall be construed as references to ▇▇ ▇▇▇▇▇▇ unless some other person has been appointed as the A Director pursuant to Clause 12.3. 2 Conditions
2.1 Conditions precedent Completion of this Agreement is conditional on:
2.1.1 the Facility Documents becoming unconditional in all respects;
2.1.2 the Offer becoming or (where permitted by the terms of the Offer) being declared unconditional in all respects on or before 30 September 2003 (the “Long Stop Date”) provided always that if the Offer cannot be declared unconditional in all respects due to the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Condition not being satisfied such Long Stop Date shall automatically be extended to 30 October 2003 or, in each case, such later date as may be agreed by NewCo and the Company; and
2.1.3 those matters set out in Part 2 of Schedule 4 having been effected. The parties hereto agree to use their reasonable endeavours to procure that (i) the above conditions are satisfied by the Long Stop Date or such other date as may be agreed by NewCo and (ii) within 5 Business Days of the date hereof, NewCo and the Company make valid and binding filings, pay all relevant fees and take all such further action as is reasonably required with the intention of ensuring that the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Condition is satisfied.
A Directors. 5.1.1 The A Shareholder may appoint up to three persons as A Directors.
A Directors. Secretary's Certificate, certifying and attaching the constitutional documents and authorisations referred to in paragraph 1.1 — 1.5 above and
A Directors. Secretary's Certificate, certifying and attaching the constitutional documents referred to in paragraph 1.1—1.2 above and the required shareholder and board resolutions authorising such amendments and the resolutions referred to in 1.4 and 1.5 above:
(a) certifying that each copy document is correct, complete and in full force and effect as at a the date of this Agreement;
(b) certifying the identity of its directors, officers and shareholder(s); and
(c) with respect to the Borrower and the Drillship Owner, confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.