Corporate Governance Principles Sample Clauses

Corporate Governance Principles. The Parties agree that:
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Corporate Governance Principles. (a) The Board shall consist of the number of directors as provided in the Articles of the Company from time to time. Each of the Shareholders agrees to vote all of its Ordinary Shares on matters subject to the vote of such Shareholder to take all other necessary or desirable actions within its control (whether in such Shareholder’s capacity as a Shareholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), so that:
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Corporate Governance Principles. The Parties agree that (a) the Organizational Documents of Newco shall at all times provide that Newco shall have (i) a supervisory board comprised of at least three and no more than ten directors and (ii) a management board comprised of at least three and no more than seven directors, (b) the Organizational Documents of NXP shall at all times provide that NXP shall have (i) a supervisory board comprised of at least three and no more than ten directors and (ii) a management board comprised of at least three and no more than seven directors, (c) the chairman of the supervisory board of NXP (the “Chairman”) shall at all times be a director mutually acceptable to Investor and Philips and not affiliated with any of the Shareholders, it being understood that the Chairman shall not have any special rights or authority, other than as specified in Section 2.4(b), (d) the composition of the supervisory board of Newco shall at all times be identical to that of the supervisory board of NXP, except that the Chairman shall not be a member of the supervisory board of Newco, (e) Investor shall have the right to appoint a majority of the members of the management board of Newco, a majority of the members of the supervisory board of Newco and a majority of the members of the supervisory board of NXP, (f) all of the rights provided for in this Article II shall exist for only so long as Philips holds a percentage of the outstanding Shares that equals or exceeds the Philips Minimum Percentage and (g) no Shareholder shall take any action that is inconsistent with these principles.
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Related to Corporate Governance Principles

  • Corporate Governance Matters (a) At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary requested by Parent, effective at the Effective Time.

  • Corporate Governance Ultimus shall provide the following services to the Trust and its Funds:

  • Project Governance (a) If advised in writing by the Ministry the Recipient will:

  • Shared Governance The parties shall develop a variety of shared governance models which schools may consider. Schools shall select a model that best suits their needs or the staff may develop an alternative model of governance with direct involvement by teachers, other staff and community representatives. Staff approval and commitment to the model is essential. The selected model of governance will be specifically described in each school's improvement plan.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:

  • Governance Matters (a) Within ten (10) Business Days subsequent to the receipt of a written request (the “Request”) of the Purchaser to have a Board Representative (as hereinafter defined) appointed to the Board of Directors in accordance with the terms of this Section 4.15, the Company and the Bank will request, to the extent required, the non-objection or approval of the Federal Reserve to the appointment of the Board Representative. The Company further covenants and agrees that within five (5) days of the earlier to occur of (x) the receipt of the Request, if the approval or non-objection of the Federal Reserve is not required, and (y) the receipt of the non-objection or approval of the Federal Reserve, the Board of Directors shall cause one (1) person nominated by the Purchaser to be elected or appointed to the Board of Directors as well as to the board of directors of the Bank (the “Bank Board”), subject to satisfaction of the legal, bank regulatory and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (“Governance Committee”) (such approval not to be unreasonably withheld or delayed). After such appointment or election of a Board Representative, so long as the Purchaser has a Qualifying Ownership Interest, the Company will be required to recommend to its shareholders the election of the Board Representative at the Company’s annual meeting, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld or delayed). If the Purchaser no longer has a Qualifying Ownership Interest, the Purchaser will have no further rights under Sections 4.15(a) through 4.15(c) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Purchaser shall promptly inform the Company if and when it ceases to hold a Qualifying Ownership Interest in the Company and the Company shall provide, at its own expense, the Purchaser with all such information as the Purchaser may reasonably request for the calculation of Purchaser’s Qualifying Ownership Interest.

  • GOVERNANCE ARRANGEMENTS Enforceability of the Agreement

  • Policies, Guidelines, Directives and Standards Either the LHIN or the MOHLTC will give the HSP Notice of any amendments to the manuals, guidelines or policies identified in Schedule C. An amendment will be effective in accordance with the terms of the amendment. By signing a copy of this Agreement the HSP acknowledges that it has a copy of the documents identified in Schedule C.

  • Governance and Anticorruption 14. The Borrower, the Project Executing Agency, and the implementing agencies shall (a) comply with ADB’s Anticorruption Policy (1998, as amended to date) and acknowledge that ADB reserves the right to investigate directly, or through its agents, any alleged corrupt, fraudulent, collusive or coercive practice relating to the Project; and

  • CHAIRMAN AND VICE-CHAIRMAN OF THE GOVERNORS 83. The Governors shall each school year, at their first meeting in that year, elect a chairman and a vice-chairman from among their number. A Governor who is employed by the Academy Trust shall not be eligible for election as chairman or vice-chairman.

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