Business and Affairs of the Corporation Sample Clauses

Business and Affairs of the Corporation. The Shareholders agree to cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, the provisions of this Article Three are in effect or are complied with.
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Business and Affairs of the Corporation. Number of directors and who will comprise the initial board meeting of directors - when; whom; etc.; who can attend Quorum - number of directors required to constitute a valid meeting Casting vote - right to cast a deciding vote Officers - who officers will be; what their duties are; remuneration (if any) Fiscal Year End Deadlock provision Employment Contracts CONTROL PROVISIONS In addition to the matters set forth under Business and Affairs of the Corporation, consider adding special voting approval threshold (unanimous, special majority, etc.) for shareholder/director resolutions concerning: amendments to articles, by-laws, and with respect to other fundamental corporate changes Compensation of directors, officers and key employees Issue, redemption and/or purchase of securities Incurring of indebtedness Declaration of dividends and dividend policy Capital expenditures, new business ventures Disposition of substantially all of the assets of the corporation FINANCING OF THE CORPORATION Third-party financing (any requirement of shareholders to give guarantees) No obligation of shareholders to provide financing or obligation to finance with dilution provision for failure to finance GENERAL MATTERS RELATING TO SHARE OWNERSHIP AND PERMITTED TRANSFERS General prohibition on transfer Permitted transfers by shereholders to controlled companies, relations Covenant regarding entering into a marriage contract pertaining to spousal rights on matrimonial breakdown to shares/profits of the corporation Rules respecting pledging of shares to financial institutions Prohibitions on registration of transfer unless transferee is bound Legend on share certificates Insurance (on whom, what beneficiary, what type(s)) MATTERS RELATING TO DISPOSITION AND ACQUISITION OF SHARES BETWEEN THE SHAREHOLDERS "shot-gun", "buy/sell" provision (consider whether this is appropriate in your circumstance) "put" provision (usually to create liquidity for a minority shareholder)
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Business and Affairs of the Corporation. The Shareholders will cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, that the provisions set forth in this Agreement are complied with, and the Corporation and the Partnership comply with their respective obligations under the Partnership Agreement and this Agreement. The Corporation shall not take any action that it is permitted to take pursuant to the Partnership Agreement, on its own behalf or on behalf of the Partnership, except in compliance with this Agreement. The Corporation shall not, and (subject to Section 3.4) the Corporation will, to the extent that it is able to, cause the Project General Partner to not, hold an interest in any Person where such Person is not wholly-owned by the Corporation or the Project General Partner, respectively, except that the Corporation may hold an interest in the Project General Partner and the Project General Partner may hold an interest in the Project Partnership.
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Business and Affairs of the Corporation. The Shareholders will cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, that the provisions set forth in this Agreement are complied with, and the Corporation, the Project General Partner and the Project Partnership comply with their respective obligations under the Project Shareholder Agreement, the Project LPA and this Agreement. The Corporation shall not take any action that it is permitted to take pursuant to the Management Agreement, on its own behalf or on behalf of the Project General Partner or Project Partnership, except in compliance with this Agreement. The Corporation shall not, and the Corporation will, to the extent that it is able to in its capacity as manager with respect to the Project pursuant to the Management Agreement, cause the Project General Partner and Project Partnership to not, hold an interest in any Person where such Person is not wholly-owned by the Corporation, the Project Partnership or the Project General Partner, respectively, except that the Project General Partner may hold an interest in the Project Partnership.
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Business and Affairs of the Corporation. 17 2.1 Business and Affairs of the Corporation 17 2.2 Auditors 24 2.3 Information and Access Rights 24 2.4 Books and Records 26 2.5 Dividends on Preference Shares 26 2.6 Conversion of Preference Shares 26 2.7 Additional Capital 26
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Business and Affairs of the Corporation. The Shareholders will cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, that the provisions set forth in this Agreement are complied with, and the Corporation and the Partnership comply with their respective obligations under the Partnership Agreement. The Corporation shall not take any action that it is permitted to take pursuant to the Partnership Agreement, on its own behalf or on behalf of the Partnership, except in compliance with this Agreement. The Corporation shall not hold an interest in any Person other than the Partnership and wholly-owned Subsidiaries of the Corporation.
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Business and Affairs of the Corporation. 6 2.1 Board of Directors 6 2.2 Appointment of Additional Directors 7 2.3 Board Quorum 7 2.4 Officers 7 2.5 Place, Notice and Telephone Attendance of Board Meetings 7 2.6 Indemnity of Directors and Officers 8 2.7 Books and Records 8 2.8 Fiscal Year 8 2.9 D&O Insurance 9 2.10 Shares of the Corporation 9 2.11 Legend on Share Certificates 9 2.12 Shareholders' Meetings 9 ARTICLE 3 BOARD APPROVALS AND SHAREHOLDER APPROVALS 10
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Business and Affairs of the Corporation. (a) The Board will initially be comprised of nine (9) members. For the period beginning on the Effective Date and ending on the fifth year anniversary of the Effective Date (the “First Five Years”), for as long as the Board is comprised of nine (9) members, the Investor shall have the right to nominate for election:
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Business and Affairs of the Corporation 
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Related to Business and Affairs of the Corporation

  • Operation of the Company’s Business (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

  • Directors and Officers of the Surviving Corporation The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

  • Directors and Officers of the Surviving Company (i) At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time of the Merger, be managers of the Surviving Company until their successors have been duly elected or appointed and qualified, or their earlier death, resignation or removal.

  • Officers of the Company The officers of the Company shall be a chairman and chief executive officer, one or more vice-chairmen, a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed from time to time by the Management Committee. Any two or more offices may be held by the same person. Each officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed by the Management Committee. Election of an officer shall not of itself create contract rights.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

  • Officers and Directors of the Surviving Corporation The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their successors are duly appointed or elected in accordance with Applicable Laws.

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