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 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: http://www.health.nsw.gov.au/policies/manuals/pages/corporate-governance- 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. (a) Maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity, (b) not commingle its funds or assets with those of any other entity which is an Affiliate of such entity (except pursuant to cash management systems reasonably acceptable to the Administrative Agent) and (c) provide that its board of directors (or equivalent governing body) will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of any other entity which is an Affiliate of such entity.
Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Webster shall take all actions necessary to adopt the Webster Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. Effective as of the Effective Time, in accordance with the Webster Bylaw Amendment, the number of directors that will comprise the full Board of Directors of the Surviving Corporation and the full Board of Directors of the Surviving Bank shall each be fifteen (15). Of the members of the initial Board of Directors of the Surviving Corporation and of the initial Board of Directors of the Surviving Bank as of the Effective Time, seven (7) shall be members of the Board of Directors of Sterling as of immediately prior to the Effective Time, designated by Sterling, which shall include Mr. Jack L. Kopnisky, and eight (8) shall be members of the Board of Directors of Webster as of immediately prior to the Effective Time, designated by Webster, which shall include Mr. John R. Ciulla.
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. (a) As of the date of this Agreement, the Company has disclosed to the Company’s auditors and the Company Board’s audit committee (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since January 1, 2014, neither the Company nor any of its Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries.
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.