Board Governance. Following the EGM, the board of directors (the “Board”) of China Hydroelectric Corporation (the “Company”) shall be comprised of the following directors:
Board Governance. The fiscal sponsor’s board of directors approves all new projects, periodically reviews organizational risks and liabilities, and follows generally recognized policies and practices of good governance expected of nonprofit organizations.
Board Governance. Company will ensure that (a) the Investor shall have the right to designate one director (the “Designated Director”) to the Board of Directors of the Parent, which director shall initially be Xxxx Xxxxx, and (b) the Designated Director shall have the right to be a member of any and all committees of the Board of Directors of the Parent. Upon the removal or resignation of the initial Designated Director, Company will ensure that the Investor shall have the right to designate a replacement director until such time as all Obligations have been paid by the Company.
Board Governance. As set forth in Section 5.1, the Board has sole right and authority to manage the Company’s business and affairs and make all decisions and take all actions for the Company except for the Board Governance Exceptions. In furtherance of the foregoing, the Unitholders have no voting, approval or consent rights under this Agreement, the Delaware Act or otherwise in respect of the Units held by such Person, including with respect to governance matters and other matters to be decided by the Company, and each Unitholder expressly waives any consent, approval or voting rights (except, in each case, for the Board Governance Exceptions) and other rights to participate in the Company’s governance, whether such rights are provided under the Delaware Act (including under Sections 18-209(b), 18-213(b), 18-216(b), 18-301(b)(l), l8-302(a), 18-304, 18-704(a), 18-801(a), 18-803(a) and 18-806 of the Delaware Act) or otherwise. The only Unitholder meetings or actions will be with respect to the Board Governance Exceptions.
Board Governance. The Organization’s governing body shall have, understand, and meet the fiduciary duties imposed on such bodies by operation of law and shall, conversely, enjoy all individual immunities from liability provided by law. Nothing in this MOU may be construed as a waiver of individual immunity from liability, in any form, granted by law to an organization director, employee, volunteer, agent or representative. In addition, the Beacon Zone Schools and the Organization will ensure community representation in decision-making is consistent with the Zone Application.
Board Governance. Granite City hereby represents and warrants that it will provide for a chairman of its Board of Directors that will be an independent director of the Corporation. This corporate governance change will occur within seven (7) days of the date the Xxxxxx Entities execute this Agreement.
Board Governance. As set forth in Section 5.1, the Board shall have the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company except for the Board Governance Exceptions. In furtherance of the foregoing, a Unitholder shall not have any voting, approval or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person (including Class C Units), including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each holder of Units, by its acceptance thereof, expressly waives any consent, approval or voting rights (except for the Board Governance Exceptions) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act (including under Sections 18-209(b), 18-213(b), 18-216(b), 18-301(b)(1), 18-302(a), 18-304, 18-704(a), 18-801(a), 18-803(a) or 18-806 of the Delaware Act) or otherwise except for the Board Governance Exceptions. Without limiting the provisions of this Section 3.6 or the other provisions of this Agreement, (A) the Board shall have the sole authority to vote or cause to be voted for, or provide a consent in respect of, any Equity Securities owned by the Company or any Subsidiary thereof (including any so-called "cleansing vote" or similar vote or procedure with respect to matters governed by Section 280G of the Code) and (B) in the event that the Board determines that it wishes to present a matter to the Unitholders (or a class, series or group of Unitholders) for their vote, approval or consent (other than a Board Governance Exception that is expressly and specifically provided in this Agreement), then such vote, approval or consent will require the affirmative vote, approval or consent of the Unitholders holding a majority of the Units held by the GTCR Investors. The Board shall determine the notice and procedural rules that shall apply to any such a vote, consent or approval.
Board Governance. Company will ensure that (a) the Investor shall have the right to designate one director (the “Designated Director”) to the Board of Directors of the Parent, which director shall initially be Xxxx Xxxxx, and (b) the Designated Director shall have the right to be a member of any and all committees of the Board of Directors of the Parent. Upon the removal or resignation of the initial Designated Director, Company will ensure that the Investor shall have the right to designate a replacement director until such time as all Obligations have been paid by the Company. Notwithstanding anything to the contrary herein, the right of the Investor shall not be assignable under any circumstances to any Person other than RTW or its Affiliates.
Board Governance
