Management and Governance of the Sample Clauses

Management and Governance of the. LLC The Board of Directors shall consist of 2 directors appointed by Xxx and 1 director appointed by the IFL JV Entity. Initially, the IFL JV Entity-designated director shall be Xxxxx Xxxxxx, who shall be the initial Chairman of the Board. The day-to-day operations of the LLC shall be managed by a general manager (the “GM”) who shall be an employee of the LLC and report to the Board of Directors. All decisions in respect of the GM, including hiring, retention and terms of employment shall be determined by a majority of the Board. Fox shall provide all operational services to the LLC for the duration of the LLC, subject to Fox’s right to terminate the provision of any or all of such services on 90 days’ notice, in exchange for a monthly fee to be negotiated in good faith by Xxx and IFL and set forth in the Definitive Documents, plus allocations of Fox’s actual costs. Each of the Xxx XX Entity and the IFL JV Entity shall have customary approval rights in respect of major decisions of the LLC affecting the members in such capacity (e.g., admission of new members, mergers, acquisitions and business combinations). The members’ approval rights shall be structured to enable News Corporation, as a parent of Fox, to consolidate the financial results of the LLC in News Corporation’s consolidated financial statements in accordance with GAAP. In the event that no agreement to continue to televise IFL events is consummated between Fox (or any Fox-affiliated entity) and the IFL within six (6) months of the expiration or termination of the FSN distribution agreement, then IFL shall have the right to purchase all, but not less than all, of Fox’s membership interest in the LLC for fair market value.
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Related to Management and Governance of the

  • Corporate Governance Matters 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 as agreed between Parent and the Company, effective at the Effective Time.

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • Project Management With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

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

  • Governance Trust Company is a federally chartered trust company duly organized, validly existing, and in good standing under the laws of the United States and Computershare is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and each has full power, authority and legal right to execute, deliver and perform this Agreement; and

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Activities of ALPS The services of ALPS under this Agreement are not to be deemed exclusive, and ALPS shall be free to render similar services to others. The Fund recognizes that from time to time directors, officers and employees of ALPS may serve as directors, officers and employees of other corporations or businesses (including other investment companies) and that such other corporations and businesses may include ALPS as part of their name and that ALPS or its affiliates may enter into distribution agreements or other agreements with such other corporations and businesses.

  • Delegation of Portfolio Management Services Subject to the prior approval of a majority of the members of the Fund's Board of Trustees, including a majority of the Trustees who are not "interested persons," as defined in the 1940 Act, you may, through a sub-advisory agreement or other arrangement, delegate to any other company that you control, are controlled by, or are under common control with, or to specified employees of any such companies, or to more than one such company, to the extent permitted by applicable law, certain of your duties enumerated in section 2 hereof; provided, that you shall continue to supervise the services provided by such company or employees and any such delegation shall not relieve you of any of your obligations hereunder. Subject to the provisions of this Agreement, the duties of any sub-adviser or delegate, the portion of portfolio assets of the Fund that the sub-adviser or delegate shall manage and the fees to be paid to the sub-adviser or delegate by you under and pursuant to any sub-advisory agreement or other arrangement entered into in accordance with this Agreement may be adjusted from time to time by you, subject to the prior approval of a majority of the members of the Fund's Board of Trustees, including a majority of the Trustees who are not "interested persons," as defined in the 1940 Act.

  • Management and Operations of Business 30 Section 7.1 Management .............................................................. 30 Section 7.2 Certificate of Limited Partnership ...................................... 34 Section 7.3 Restrictions on General Partner's Authority ............................. 34 (i) 3 Section 7.4 Reimbursement of the Crescent Group ..................................... 35 Section 7.5 Outside Activities of the Crescent Group ................................ 35 Section 7.6 Contracts with Affiliates ............................................... 36 Section 7.7 Indemnification ......................................................... 36 Section 7.8 Liability of the General Partner ........................................ 39 Section 7.9 Other Matters Concerning the General Partner ............................ 39 Section 7.10 Title to Partnership Assets ............................................ 40 Section 7.11 Reliance by Third Parties .............................................. 40 Section 7.12 Limited Partner Representatives ........................................ 41

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