Corporate Governance Sample Clauses

Corporate Governance. Ultimus shall provide the following services to the Trust and its Funds:
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Corporate Governance. SECTION 2.01. Composition of the Board.......................................8 SECTION 2.02. Removal........................................................9 SECTION 2.03. Vacancies......................................................9 SECTION 2.04. Meetings.......................................................9 SECTION 2.05. Action by the Board............................................9 SECTION 2.06. Conflicting Charter or Bylaw Provisions.......................10
Corporate Governance. The Organisation must ensure services are delivered in a manner consistent with the NSW Health Corporate Governance and Accountability Compendium (the Compendium) seven corporate governance standards. The Compendium is at: xxxx://xxx.xxxxxx.xxx.xxx.xx/xxxxxxxx/xxxxxxx/xxxxx/xxxxxxxxx-xxxxxxxxxx- compendium.aspx Where applicable, the Organisation is to:  Provide required reports in accordance with timeframes advised by the Ministry;  Review and update the Manual of Delegations (PD2012_059) to ensure currency;  Ensure recommendations of the NSW Auditor-General, the Public Accounts Committee and the NSW Ombudsman, where accepted by NSW Health, are actioned in a timely and effective manner, and that repeat audit issues are avoided.
Corporate Governance. The Organisation must ensure services are delivered in a manner consistent with the NSW Health Corporate Governance and Accountability Compendium.
Corporate Governance. Neither the execution and delivery of this Agreement and Ancillary Agreements nor the performance by it of its obligations under this Agreement and Ancillary Agreements will (i) conflict with or result in any breach of its charter documents; (ii) require any Consents by Governmental Entity, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party.
Corporate Governance. The Manager shall (i) furnish such reports, evaluations, information or analyses and materials to the Board as the Board may request from time to time or as the Manager may deem to be appropriate; (ii) provide the Funds with such officers as may be necessary to carry out the Funds’ operations; and (iii) make recommendations to the Board with respect to Fund policies and carry out such policies as are adopted by the Board.
Corporate Governance. (a) Effective as of the Effective Time, in accordance with the BANC Bylaws, (i) the number of directors that will comprise the full Board of Directors of BANC (and, as of the Second Effective Time, that will comprise the full Board of Directors of the Surviving Corporation) shall be twelve (12), (ii) of such members of the Board of Directors, (x) eight (8) shall be members of the Board of Directors of BANC as of immediately prior to the Effective Time (the “BANC Directors”), (y) three (3) shall be members of the Board of Directors of PACW as of immediately prior to the Effective Time, designated by PACW and reasonably acceptable to BANC (the “PACW Directors”); provided that any such PACW Director must qualify as an “independent” director of BANC under the applicable rules of the NYSE and satisfy BANC’s Corporate Governance Guidelines and (z) one (1) shall be an individual designated by certain Investors in accordance with the applicable Investment Agreement and reasonably acceptable to BANC (the “Investor Director”) and (iii) subject to the receipt of any necessary consent or non-objection of any Governmental Entity, the Lead Director of the Board of Directors of PACW as of immediately prior to the Effective Time shall become the Chairman of the Board of Directors of BANC (and, as of the Second Effective Time, of the Surviving Corporation). Provided that each PACW Director continues to meet the standards for directors of the Surviving Corporation, including continuing to satisfy BANC’s Corporate Governance Guidelines and qualify as an “independent” director of BANC under the applicable rules of the NYSE, the Surviving Corporation shall nominate each PACW Director for reelection to the Board of Directors of the Surviving Corporation at each of the first and second annual meeting of the stockholders of the Surviving Corporation following the Closing, and the Surviving Corporation’s proxy materials with respect to each such annual meeting shall include the recommendation of the Board of Directors of the Surviving Corporation that its stockholders vote to reelect each PACW Director to the same extent as recommendations are made with respect to other directors on the Board of Directors of the Surviving Corporation.
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Corporate Governance. Throughout the Term of this Management -------------------- Services Agreement, Practice shall maintain and enforce written Buy-Sell Agreements with Physician-Shareholders specified in Exhibit 5.1A, and shall ------------ cause all new shareholders of Practice to execute such agreements prior to becoming a shareholder in Practice. As a condition precedent to the execution of this Management Services Agreement, the Physician-Shareholders have amended their existing Buy-Sell Agreement, or executed a new Buy-Sell Agreement, which addresses the concepts set forth on Exhibit 5.1B to the satisfaction of Business ------------ Manager and its counsel. Practice will also maintain its articles of incorporation and by-laws in accordance with applicable law, including, without limitation, any laws governing the transferability of shares from disqualified shareholders to qualified shareholders. Throughout the Term of this Management Services Agreement, Practice shall not, without the prior written consent of Business Manager, amend such documents or waive any rights thereunder in any manner.
Corporate Governance. All payments and/or benefits payable to the Executive are subject to and conditional upon: (i) the terms of applicable law, regulation and governance codes that regulate or govern executive pay from time to time; and (ii) the consent of the shareholders of the Company, as appropriate as determined by the Board (together “Remuneration Governance”). The Company reserves the right to amend, reduce, hold back, defer, claw back and alter the structure of any payments and benefits payable to the Executive in order to comply with Remuneration Governance.
Corporate Governance. The Company has adopted organizational structures and policies sufficient to comply with the requirements of NASDAQ’s corporate governance standards in effect as of the date hereof (collectively, the “NASDAQ Corporate Governance Standards”). Without limiting the generality of the foregoing, the Company’s Board of Directors has validly appointed an Audit Committee, a Nominating and Governance Committee and a Compensation Committee (collectively, the “Committees”), whose composition satisfies the requirements of the NASDAQ Corporate Governance Standards. The Board of Directors and the Committees have each adopted a charter governing the respective activities of each such Committee that satisfies the requirements of the NASDAQ Corporate Governance Standards. The Committees have each acted in accordance with the provisions of their respective charters, as amended from time to time.
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