Boards of Directors of Entities Comprising the Non-Bay Area Business Sample Clauses

Boards of Directors of Entities Comprising the Non-Bay Area Business. For so long as Hearst and the Hearst Permitted Transferees own shares of Class C Common Stock and the Class C Allocation Percentage is at least fifteen percent (15%), Hearst may designate from time to time one (1) director (the identity of whom shall be reasonably acceptable to the Board of Directors of MNG) serving on the Board of Directors of each Subsidiary of MNG (other than California Newspapers Partnership, a Delaware General Partnership (“CNP”), any Subsidiary holding assets comprising part of the Bay Area Business, any Subsidiary which operates in the San Francisco Bay area, any Subsidiary managing CNP or any such Subsidiary, and their successors) (“Applicable Subsidiaries”); provided, however, that with respect to any Applicable Subsidiary that is not wholly owned by MNG, the number of directors that may be designated by Hearst shall equal the product of the total number of directors that MNG is entitled to designate to the applicable Board of Directors multiplied by twenty percent (20%), rounded down to the next whole number; provided that in the event that MNG is entitled to appoint less than five (5) members of the Board of Directors of such non-wholly owned Subsidiary, MNG shall use its reasonable efforts to afford a representative of Hearst observer rights at meetings of the Board of Directors of such Subsidiary. In the event that any director designated by Hearst resigns from the applicable Board of Directors, Hearst may designate his or her successor (the identity of whom shall be reasonably acceptable to the Board of Directors of MNG). To the extent within MNG’s power, no director designated by Hearst may be removed from the applicable Board of Directors without Hearst’s prior written consent (or Hearst’s written direction to do so), except that MNG may remove any director designated by Hearst if such director has acted to block any action proposed by the management of such Subsidiary, MNG or MNG’s board of directors and such action by such director does not satisfy both prongs of the test set forth in clause (iii) of the first sentence of Section 8.02(e). To the extent within MNG’s power, MNG shall take all actions necessary or, in the case of non-wholly owned Subsidiaries, shall use its reasonable efforts, from time to time to cause Hearst’s designees to be elected to the Boards of Directors of the Applicable Subsidiaries in accordance with this Section 8.03, provided that in the case of the removal of a director pursuant to the last cla...
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Related to Boards of Directors of Entities Comprising the Non-Bay Area Business

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party that is a covered investment appoint to senior management positions natural persons of any particular nationality.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Investors of one Contracting Party affected by expropriation shall have a right to prompt review, by a judicial or other independent authority of the other Contracting Party, of their case and of the valuation of their investments in accordance with the principles set out in this Article.

  • Directors of Surviving Corporation The directors of Merger Sub at the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

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