Management Provisions Clause Samples
Management Provisions are contractual terms that establish how the ongoing administration and oversight of an agreement or project will be conducted. These provisions typically outline the roles and responsibilities of each party, set procedures for decision-making, and may specify the formation of management committees or regular reporting requirements. By clearly defining the mechanisms for managing the relationship, these clauses help ensure smooth coordination, prevent misunderstandings, and provide a framework for resolving operational issues as they arise.
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Management Provisions. Without limiting the actions that may be required, by applicable law or otherwise, to be approved by the Board of Directors, the parties expressly agree that, unless approved by a two-thirds vote of the Board of Directors, neither the Corporation nor any of its subsidiaries may take or agree to take, and no Stockholder shall cause the Corporation or any subsidiary to take or agree to take, any of the following actions:
(i) amend the Certificate of Incorporation or By-laws of the Corporation;
(ii) wind-up, liquidate, dissolve or reorganize the Corporation or adopt a plan or proposal contemplating any of the foregoing;
(iii) approve the annual budget of the Corporation for any fiscal year or approve any course of action which would cause the Corporation to materially deviate from its budget;
(iv) elect or remove Officers;
(v) change the level of compensation of or modify or terminate any written agreement with AAC, FJC, GPC, GMJ or TBJ;
(vi) issue securities of the Corporation including debt or equity securities, options, rights or warrants, or any other securities which are convertible into or exchangeable for shares of Common Stock of the Corporation;
(vii) register any securities of the Corporation;
(viii) borrow funds in excess of $5,000,000 or provide a guarantee in respect of the obligations of another person or request any waiver from a lender to the Corporation;
(ix) merge, consolidate or combine the Corporation with any person or sell substantially all of its assets;
(x) purchase, sell, lease, acquire or dispose of assets valued at $5,000,000 or more, including acquiring another company, division or line of business (other than matters provided for in the Corporation's annual budget approved in accordance with this Agreement);
(xi) declare or pay any dividends or any other distribution in respect of any securities of the Corporation or redeem, acquire or retire any securities of the Corporation;
(xii) make or commit to make during any fiscal year capital expenditures (other than capital expenditures provided for in the Corporation's annual budget approved in accordance with this Agreement) which, in the aggregate, exceed $5,000,000;
(xiii) create any committee of the Board of Directors or change a committee of the Board of Directors; and
(xiv) make any decision involving a matter referred to in (i) through (xiii), inclusive, relating to any subsidiary of the Corporation. Notwithstanding the foregoing, no further action or approval of the Board of Di...
Management Provisions. 2 1.3 Committees............................................. 4 1.4
Management Provisions. The Trustee shall invest as it deems appropriate in any one or more money market demand accounts of the Bank or of any other bank, provided the accounts are fully insured by the FDIC and any excess above the insurance limit is collateralized by securities in accordance with Regulation 9.10(b) of the Comptroller of the Currency, 12 CFR 9.10 (b).
Management Provisions. Without limiting the actions that may be required, by applicable law or otherwise, to be approved by the Board of Directors, the parties expressly agree that, unless approved by the Software Directors, the Corporation may not take or agree to take, and no Stockholder shall cause the Corporation to take or agree to take, any of the following actions:
(i) wind-up, liquidate, dissolve or reorganize the Corporation or adopt a plan or proposal contemplating any of the foregoing;
(ii) redeem shares of the Corporation's capital stock; or
(iii) merge, consolidate or combine the Corporation with any person or sell substantially all of its assets.
Management Provisions. Without limiting the actions that may be required, by applicable law or otherwise, to be approved by the Board of Directors, the parties expressly agree
Management Provisions. 3 1.3 COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.4
Management Provisions. SECTION 1.
Management Provisions. Management provisions in a shareholders or operating agreement are critical to enabling the Founders to continue to manage and control the operations of the Company. A corporation has several documents which impact management. The bylaws will set out the authority of each person, including the directors and officers which may include all of the Five C’s previously discussed. In addition, the provisions of the shareholders agreement or operating agreement can set forth any special management authority granted to one or more classes of shares or membership units. The shareholders agreement or operating agreement will also set forth authority agreements as to the selection of board members (in a limited liability company, you can keep the traditional hierarchy of a board of managers if desired or required by funders, but it is not that common). In Venture Capital financing it is common for the VC to request a seat on the Board of a corporation as a director more to monitor and advise than to exert control in any way. Those provisions are set out in the term sheet provided and in the final documents for the investment transaction. In addition to the bylaws and shareholders agreement or operating agreement, there are also employment term sheets or employment contracts with key persons which may also contain provisions relating to management authority or responsibilities. It is therefore incumbent on counsel to be sure that all relevant documents are checked and provisions included to be certain management of the company in its various capacities stays in the hands of those who have negotiated that right. An LLC can be established as a member-managed entity or as a manager-managed entity. As a startup’s decision making and power is often driven by ownership, it is more common that management is by the members to preserve each owner’s say in certain matters as a percentage of vote. There certainly can be an operating manager appointed for the day-to-day operations (or a board of managers as discussed above) and the flexibility of LLC’s permits titles, such as the Five C’s, to be given to employees/owners. As owners of an LLC are not traditional employees, but most often partners who are given draws rather than W-2 wages, the equivalent of an employment term sheet or contract would be a guaranteed payment agreement, which may also spell out the obligations and rights of the particular partner as to management. The LLC operating agreement, however, is the most rele...
Management Provisions. Without limiting the actions that may be required, by applicable law or otherwise, to be approved by the Board of Directors, the parties expressly agree that, unless approved by a two-thirds vote of the Board of Directors, the parties will use their best efforts to ensure that the size of the Board of Directors will remain at twelve
Management Provisions. Management 5.1 Major Decisions 5.2 Management or Member Compensation 5.3 Time Devoted to the Company by Berr▇ 5.4 Reimbursement of Expenses 5.5