Corporate Governance Sample Clauses

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 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. 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. Ultimus shall provide the following services to the Trust and its Funds: 3.1. provide individuals reasonably acceptable to the Board to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined and under supervision by the Board; 3.2. coordinate the acquisition of and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the requirements of the Investment Company Act and as such bonds and policies are approved by the Board; and 3.3. coordinate meetings of, prepare materials for, attend and write minutes of the Board’s quarterly meetings.

Corporate Governance. (a) Prior to the Effective Time, Yadkin shall take all actions necessary to adopt the amendments to the Yadkin Bylaws substantially in the form set forth in Exhibit F, effective as of the Effective Time. (b) At the Effective Time, seven current members of the Yadkin Board will be appointed to the Board of Directors of the Surviving Corporation and the Board of Directors of the Surviving Bank, such members to be selected by the current members of the Yadkin Board, with the consent of the current members of the Vantage Board, which consent shall not be unreasonably withheld, to serve along with seven current members of the Vantage Board and Vantage Bank Board, such members to be selected by the current members of the Vantage Board, with the consent of the current members of the Yadkin Board, which consent shall not be unreasonably withheld, for a period of 24 months following the Effective Time in accordance with the Bylaws of the Surviving Corporation as amended pursuant to Section 7.11(a). (c) At the Effective Time, the Board of Directors of the Surviving Corporation shall establish a committee for the purpose of administering the Phantom Plan as follows: (i) the members of such committee shall be mutually agreed upon by the Piedmont Board and the Yadkin Board prior to the Effective Time; (ii) the committee shall be comprised of three members of the Piedmont Board immediately prior to the Effective Time and two members of the Yadkin Board immediately prior to the Effective Time; and (iii) thereafter, the Board of Directors of the Surviving Corporation may not alter the composition of such committee unless a majority of the then members of such committee consent to such alteration. (d) Subject to and in accordance with the Bylaws of the Surviving Corporation, Xx. Xxxxxx X. Towell will serve as the Executive Chairman of the Surviving Corporation and Surviving Bank, and Xx. Xxxxx X. Custer will serve as President and Chief Executive Officer of the Surviving Corporation and the Surviving Bank. The Executive Chairman shall (i) serve as the Chairman of the Boards of Directors of the Surviving Corporation and Surviving Bank, and (ii) be an officer position, and, together with the Chief Executive Officer, shall report to the Boards of Directors of the Surviving Corporation and Surviving Bank. Xx. Xxxxxx X. Towell will serve as Chairman of the Operating Committee of the Surviving Bank. Xx. Xxxx Xxxxx will serve as the Lead Independent Director of the Board of Direc...

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 Columbia shall take all actions necessary to adopt the Columbia 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 Columbia Bylaw Amendment, (i) the number of directors that will comprise the full Board of Directors of Columbia (and, as of the Second Effective Time, that will comprise the full Board of Directors of the Surviving Corporation), and the full Board of Directors of Umpqua Bank (and, as of the effective time of the Bank Merger, that will comprise the full Board of Directors of the Surviving Bank), shall each be fourteen (14) and (ii) of the members of each such board of directors, seven (7) shall be members of the Board of Directors of Umpqua as of immediately prior to the Effective Time, designated by Umpqua (which shall include Xx. Xxxx X. X’Xxxxx), and seven (7) shall be members of the Board of Directors of Columbia as of immediately prior to the Effective Time, designated by Columbia (which shall include Xx. Xxxxx X. Stein and Xx. Xxxxx X. Eerkes). (b) Effective as of the Effective Time, (i) Xx. Xxxx X. X’Xxxxx shall serve as the Executive Chairman of the Board of Directors of Columbia (and, as of the Second Effective Time, the Surviving Corporation) and of the Board of Directors of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank), (ii) Xx. Xxxxx X. Stein shall serve as the President and Chief Executive Officer of Columbia (and, as of the Second Effective Time, the Surviving Corporation) and as Chief Executive Officer of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank) and as a member of the Board of Directors of Columbia (and, as of the Second Effective Time, the Surviving Corporation) and of the Board of Directors of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank) and (iii) Xx. Xxxxx X. Eerkes shall serve as the Lead Independent Director of the Board of Directors of Columbia (and, as of the Second Effective Time, the Surviving Corporation) and of the Board of Directors of Umpqua Bank (and, as of the effective time of the Bank Merger, the Surviving Bank). (c) Effective as of the Effective Time, (i) the headquarters of Columbia (and, as of the Second Effective Time, the Surviving Corporation) will be located in Tacoma, Washington, and the headquarters of Umpqua...

Corporate Governance. (a) As of the date hereof and for so long as the Investor owns or holds at least 5,379,443 shares of Common Stock, the Investor will be entitled to designate one (1) person (reasonably acceptable to the Company) that the Company is required to nominate as a member of the Company's board of directors (the "Investor Director"), who shall initially be Benjamin Chesir, and each of the Founders shall be required to vote xxxxxx xxxx xxx or hold in approval of such nomination. For so long as the Investor owns or holds at least 5,379,443 shares of Common Stock, the Investor shall be required to vote its shares in favor of each individual nominated as a member of the Company's board of directors by the board of directors, by the nominating committee of the Company or such other ad hoc committee as may be acting in such nominating role. As of the date hereof the Company agrees to increase the number of members of the Company's board of directors by one and to fill such additional position with the Investor Director. Subject to applicable law and the rules governing the over the counter bulletin board market or any national securities exchange on which equity securities of the Company may be listed hereafter, as applicable, as of the date hereof and for so long as the Investor owns or holds at least 5,379,443 shares of Common Stock, the Investor Director shall have the right to be designated to serve on each committee of the board of directors (other than the audit committee, which shall be comprised solely of independent directors). (b) The Founders agree that in the event of any vacancy on the Board of Directors, whether caused by the death, disability, retirement, resignation, removal, termination of term of office or otherwise, with respect to any Investor Director, the Founders will use their commercially reasonable efforts to call, or to cause the appropriate officers of the Company to call, a special or general meeting of stockholders and to vote, and to cause their Affiliates to vote, all shares of Voting Stock beneficially owned or held of record by them and their Affiliates for, or to take and to cause their Affiliates to take all actions by written consent in respect of all such shares of Voting Stock in lieu of any such meeting, and shall take all reasonable actions within their control that are necessary to cause, the election to the Board of Directors of another individual designated by the Investor to fill such vacancy; provided that the foregoing shal...

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.