Corporate Governance. Ultimus shall provide the following services to the Trust and its Funds:
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 nor the performance by it of its obligations under this Agreement 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) Prior to the Effective Time, the Board of Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, the CBTX Directors, on the one hand, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the Board of Directors of the Surviving Entity such that one class of the Board of Directors shall consist of two CBTX Directors and two Allegiance Directors, one class of the Board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class of the Board of Directors of the Surviving Entity.
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.
