Governance Provisions. Attachment G sets forth the governance and dispute resolution process that will enable the parties to (a) oversee the performance of each party's obligations under this Engagement Schedule, and (b) monitor and resolve disagreements regarding the provision of the Services and the Service Levels that are not resolved by the Prudential Project manager and Vendor Project Manager.
Governance Provisions. (a) Subject to such matters as are expressly reserved hereunder or under the Act to the Unitholders for decision, the business and affairs of the Company will be managed by the Board of Directors of the Company (the "Board") which will consist of four members designated by the Class A Unitholders (the "Class A Directors") and one member designated by the Class B Unitholder (the "Class B Director" and together with the Class A Directors, the "Directors"). The Board will be responsible for setting policy for the Company, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. All Directors must be Qualified Candidates. "Qualified Candidates" will be, in the case of the Class A Directors, members of Westland's Board of Directors existing immediately prior to the Closing and any other Persons designated as a Board nominee in accordance with Section 1.5(q), and, in the case of the Class B Director, the Chairman, Chief Executive Officer, Chief Financial Officer or Division President of the SunCal Companies.
Governance Provisions. (a) Starboard agrees that, from the date of this Agreement until the earlier of (x) the date that is fifteen (15) days prior to the deadline for the submission of stockholder nominations for the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) pursuant to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) or (y) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2019 annual meeting of stockholders (such period, as may be extended as a result of the exercise of the Continuation Option, the “Governance Period”), Starboard shall not, and shall cause each of its controlled Affiliates and Associates and any Starboard Appointee (and any Replacement Director thereof who is not Independent of Starboard) not to, in each case directly or indirectly, in any manner:
Governance Provisions. 15.4.1 The day-to-day management of the Venture will be delegated to a Representative Director to be mutually approved by the Venturers, and subject to removal by either of the Venturers. The Representative Director will report to and be subject to the direction of a Board of Directors comprised of four representatives of Daewoo and two representatives of PEGI.
Governance Provisions. (a) From and after the date hereof, each Stockholder agrees to vote (including by execution of a written consent or in any other manner permitted by law and the Company's Certificate of Incorporation and/or the By-laws) all of his or its Shares over which he or it has voting control, and will take all other necessary or desirable actions within his or its control, and the Company will take all necessary or desirable actions within its control, in order to cause:
Governance Provisions. (a) From and after the date hereof, each Stockholder agrees to vote (including by execution of a written consent or in any other manner permitted by law and the Company's Certificate of Incorporation and/or the By-laws) all of his or its Shares over which he or it has voting control, and will take all other necessary or desirable actions within his or its control, and the Company will take all necessary or desirable actions within its control, in order to cause: (i) as of the Closing Date, the amendment of the By-laws of the Company as contemplated by the Investment Agreement, in the form annexed hereto as Exhibit A (the "Amended By-laws"); (ii) as of the date of Shareholder Approval (as defined in the Amended By-laws), (A) the election to the Board of the Investor Nominees contemplated by the Amended By-laws and (B) the amendment of the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 10,000,000 to 30,000,000; and (iii) as of each annual or special meeting held on or after the date of Shareholder Approval (A) prior to the end of the Preferred Stock Period, (as defined in the Amended By-laws) the election to the Board of the nominees for election (including without limitation Preferred Stock Replacement Designees and Corporation Replacement Designees, each as defined in the Amended By-laws) presented to the Board or the Nominating Committee in accordance with the Amended By-laws and (B) after the Preferred Stock Period but prior to the termination of this Agreement, the election to the Board of an equal number of nominees for election presented to the Board or the Nominating Committee by Xxxxx and the Investor. (b) Unless required for the due exercise of their fiduciary duties, the Stockholders will not take any action to remove any Board representative designated pursuant to this Section 7 without the prior written consent of the Person who or which designated that director. (c) Nothing contained in this Agreement shall have the effect of causing any Xxxxx Nominee or Investor Nominee to be deemed to be the deputy of or otherwise required to discharge his or her duties on the Board under the direction of, or with special attention to the interests of, the person designating such nominee to serve on the Board. (d) Nothing in this Agreement is intended to affect the right, if any, of holders of Preferred Stock, voting as a class, to elect additional directors to the Boa...
Governance Provisions. In accordance with Sections 15.27, 15.28 and 15.29 of the June 22 JVA, certain of the Parties or their Affiliates are entering into the Shareholders Agreements concurrently with this Amendment. In accordance with Section 15.30 of the Joint Venture Agreement, the Parties have approved the form of the Constituent Documents. The Parties acknowledge that certain of the provisions contained in the Shareholders Agreements or the Constituent Documents which implement Articles 4, 5, 6 and 7 and Section 18.1 of the Joint Venture Agreement are inconsistent with such provisions of the June 22 JVA and agree that the provisions of the Shareholders Agreement and the Constituent Documents shall, to the extent inconsistent with the provisions of the June 22 JVA, supersede such provisions of the June 22 JVA.
Governance Provisions. (a) If at any time there are no longer more than 100,000 shares of Series G Preferred Stock outstanding and (i) at such time, Purchaser and its affiliates hold in the aggregate at least 3,780,000 shares of Common Stock (assuming the conversion of all shares of Series G Preferred Stock held by Purchaser and its affiliates and the exercise of all Warrants held by Purchaser and such affiliates), Purchaser shall have the right to appoint two members of the Board as more fully described in paragraph 7(ii) of the Certificate of Designation, or (ii) at such time, Purchaser and its affiliates hold in the aggregate at least 1,890,000 shares of Common Stock (assuming the conversion of all shares of Series G Preferred Stock held by Purchaser and such affiliates and the exercise of all Warrants held by Purchaser and such affiliates), Purchaser shall have the right to appoint one member of the Board as more fully described in paragraph 7(ii) of the Certificate of Designation. From such time and for so long as Purchaser or any transferee of Purchaser who has received an assignment of rights pursuant to paragraph (c) below shall be entitled to any such rights, the Company shall take such action as may be required under applicable law to cause the Board to consist of not more than ten directors (12 directors if directors have been elected to the Board pursuant to paragraph 7(vi) of the Certificate of Designation), to include in the slate of nominees recommended by the Board the designees of Purchaser and to use its best efforts to cause the election of each such nominee of Purchaser to the Board. In the event that Purchaser has the
Governance Provisions. If the other Member acquires 50% of the Equity Interests in an Acquired Entity in accordance with this Section 6.7, upon the consummation of such acquisition Rentech (or Rentech Parent, if applicable) and Graanul shall enter into a limited liability company agreement, stockholders agreement or similar agreement governing the Acquired Entity with, to the extent reasonably practicable, requirements and restrictions that are the same as those that govern the Company hereunder.
Governance Provisions. 21 8.1 Meetings; Quorum; Notice 21 8.2 Removal; Resignation; Vacancies 22 8.3 No Remuneration 23 ARTICLE 9 INDEMNIFICATION 23 9.1 Indemnification 23 ARTICLE 10 DEADLOCKS 24 10.1 Deadlocks 24 ARTICLE 11 TRANSFERS OF VENTURE INTERESTS 25 11.1 General Restrictions 25 11.2 Permitted Transferees 25 11.3 Right of First Refusal 25 11.4 Party Change of Control 26 11.5 Governmental Approvals 27 11.6 Closing of Purchase of Venture Interests 27 ARTICLE 12 FINANCIAL AND ACCOUNTING MATTERS 27 12.1 Books and Records; Financial Year 27 12.2 Financial Information 27 12.3 Right of Inspection of Books 27 12.4 Accounting Principles 27 12.5 Auditors 27
