Governance Principles. Notwithstanding anything to the contrary in this Agreement, the Company and the Investors shall take all Necessary Actions to, implement and effect the governance principles below within the time period referenced therein:
Governance Principles. (a) The Shareholders agree that, subject to applicable laws, the Articles of Association and this Agreement, the Board of Directors shall be responsible for the management of the Company. The Shareholders further agree that the Company and the Wireless Business of the Company shall be managed in the spirit of a 50 - 50 (fifty - fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group’s Interest in the total issued and outstanding share capital of the Company. The Shareholders agree that the management of the Company shall be professional, oriented to obtaining results and excellence in the performance of the Company’s activities and in compliance with the Company Growth Principles.
Governance Principles. The Shareholders agree to exercise their rights as Shareholders to ensure that the governance and management of the Company and its Controlled Companies shall be conducted in accordance with the principles stated below which shall constitute an obligation of each of the Shareholders in respect of all aspects concerning the Company.
Governance Principles. The governance of the Company and the Business shall be guided by the following principles:
Governance Principles. (a) Account Governance set forth in this Exhibit is designed to oversee the delivery of Services by Provider to Customer in accordance with the Master Agreement.
Governance Principles. The Parties shall participate in the governance and management of the Company and the Local Operating Entities in accordance with the following principles but in any event subject to, and in accordance with, the terms and conditions of this Agreement: (i) the Company’s and Local Operating Entities’ independence from each of the Parties (except as set forth herein, the other Transaction Documents and the Local Operating Agreements), (ii) efficiency, and (iii) observance of high ethical standards.
Governance Principles. Buyer acknowledges that Seller will have sole control over the manner in which the Transition Services are performed, except for the specific obligations expressly set forth in this Agreement. Such Transition Services performed by Seller for the benefit of Buyer are provided for the sole benefit of the Radiopharmacy Business purchased by Buyer from Seller under the Purchase Agreement. Seller will also be responsible for the proper management of, and control over, the provisions of the Transition Services (including, without limitation, the determination or designation, at any time, of the equipment, employees and other resources of Seller or Buyer to be used in connection with the provisions of the Transition Services). In providing the Transition Services, Seller, as it deems appropriate and acting reasonably, may, subject to Section 4.2, (i) use its own personnel, equipment, facilities, systems and other resources or, so long as it does not unreasonably interfere (taking into account that Buyer and the Radiopharmacy Business are undergoing a transition and integration) with the operations of the Radiopharmacy Business or the Buyer or its Affiliates, the Purchased Assets or equipment, facilities, systems and other resources of Buyer; (ii) employ the services of a subcontractor (subject to the approval of the Buyer (not to be unreasonably withheld, conditioned or delayed) and provided that Seller shall be responsible for the performance of any such subcontractor, and any subcontractor must agree in writing to be bound by confidentiality obligation at least as protective as the terms of this Agreement regarding confidentiality); and/or (iii) provide substitutes for said personnel, equipment and subcontractors, as well any other resources employed for the provision of the Transition Services.
Governance Principles. The business and affairs of Hydro One shall be managed and operated in accordance with the following principles (collectively, the “Governance Principles”):
Governance Principles. The implementation of the APD and its Backlog for the Program Period will follow the process and procedures defined in the PMP. The PMP is the first Written Deliverable in the initial APD and will define the project management processes and procedures for the first Program Period and all subsequent Program Periods during the term of this Agreement unless amended in future APDs. At a minimum, the PMP defines the processes and procedures for: • Risk Management (e.g., tracking and maintaining mitigation strategies) • Issue Management (e.g., tracking and managing issues to resolution, escalation approach) • Communication (e.g., with internal and external stakeholders, action items tracking, status reporting, distribution lists, project roster, supplementary project artifacts) • Scope Management (e.g., Change Order Process) • Schedule Management (e.g., task-level detail in the Project Schedule), • Quality Management (e.g., Deliverable/artifact review process) • Human Resources Management (e.g., organizational structure) • Document Management and Project Standards (e.g., approach, templates, and tools) Unless otherwise specified in the PMP, the implementation of the APD will follow Agile and other modern principles that include: ● Iterative build/implementation using a two (2) week iterations (referred to as “Iterations” or “Sprints”) where traditional implementation life cycle activities of requirements validation, test definition and execution (including system test and user acceptance testing (UAT), design/configuration, and applicable documentation ● Iterations with the minimum cadence of activities that include: o Iteration planning that defines the APD Backlog items to be worked on during the Iteration and requires agreement from both Client and CGI members and is aligned toward meeting upcoming Performance Milestones o Daily standup meetings that briefly discuss current issues that impede the progress of the team members o End of Iteration demonstration that can be in the form of an online system demo and/or walkthrough of identified written deliverables and work products appropriate for the Iteration; e.g., confirmation of UAT completion based on acceptance criteria o Retrospective at the end of an Iteration by the team, including Business Owners/Product Owners to solicit feedback for improvement and re-planning, if necessary ● Use of Business Owners/Product Owners that are available during an Iteration to assist the team with immediate decisions; these ...
Governance Principles. (a) The Shareholders agree that, subject to applicable laws, the Articles of Association and this Agreement, the Board of Directors shall be responsible for the management of the Company. The Shareholders further agree that the Company and the Wireless Business of the Company shall be managed in the spirit of a 50 - 50 (fifty—fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group's Interest in the total issued and outstanding share capital of the Company. The Shareholders agree that the management of the Company shall be professional, oriented to obtaining results and excellence in the performance of the Company's activities and in compliance with the Company Growth Principles. (b) (i) Each Shareholder agrees not to (nominate to) appoint any individual or entity which may directly or indirectly be related to, employed or retained by another telecommunications operator or any Person who directly or indirectly competes with the Company and the Subsidiaries in Brazil (a "Conflicted Person") as its representatives for the Shareholders Meeting, in the Board of Directors or in the board of directors of any of the Subsidiaries, or to any managerial or official position in the Company or in any of the Subsidiaries, or to any other business relationship with the Company or any of the Subsidiaries. (ii) The restriction as set forth in Section 2.1(b)(i) above, agreed upon for the benefit of the other Group, will not apply if the other Group has consented in writing to the Person that would qualify as Conflicted Person being involved in the management of, or having access to information concerning, the Company or the Subsidiaries. (iii) Prior to the (nomination for) appointment of each individual or entity to a position referred to in Section 2.1(b)(i) above, the relevant Group shall provide the other Group with such details of the individual or entity as are reasonably necessary to enable the latter Group to determine whether the individual or entity is, in its reasonable judgement, a Conflicted Person. Unless, within 15 (fifteen) days of receipt by the latter Group of such details, said Group objects to the appointment of the individual or entity on the grounds that same is a Conflicted Person, the relevant Group may proceed with the (nomination for) appointment of such individual or entity to the aforementioned position. (iv) Notwithstanding Section 2.1(b)(iii) above, in the event ...
