Number of Directors; Managing Director Sample Clauses

Number of Directors; Managing Director. 10 Section 5.2 Term of Service, Successor Directors. 10 Section 5.3 Directors’ Meetings. 12 Section 5.4 Compensation and Expenses of Directors 13 Section 5.5 Directors’ Independence 13 Section 5.6 Standard of Care; Exculpation. 13 Section 5.7 Protective Provisions 14 Section 5.8 Indemnification 15 Section 5.9 Bond 16 Section 5.10 Delaware Trustee. 16 Section 5.11 Meeting Minutes; Rights of Inspection. 18 Section 5.12 Trust Protector. 19
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Number of Directors; Managing Director. 10 Section 5.2 Term of Service, Successor Directors. 10 Section 5.3 Directors’ Meetings. 12 Section 5.4 Compensation and Expenses of Directors 13 Section 5.5 Directors’ Independence 13 Section 5.6 Standard of Care; Exculpation. 13 Section 5.7 Protective Provisions 14 Section 5.8 Indemnification 15 Section 5.9 Bond 16 Section 5.10 Delaware Trustee 16 Section 5.11 Meeting Minutes; Rights of Inspection. 18 Section 5.12 Trust Protector 19 ARTICLE 6 GENERAL PROVISIONS 20 Section 6.1 Irrevocability 20 Section 6.2 Term; Termination 20 Section 6.3 Taxes. 20 Section 6.4 Modification. 21 Section 6.5 Communications 22 Section 6.6 Severability 22 Section 6.7 Notices. 22 Section 6.8 Successors and Assigns 24 Section 6.9 Limitation on Transferability; Tribe Beneficiaries’ Interests 24 Section 6.10 Exemption from Registration 25 Section 6.11 Entire Agreement; No Waiver 25 Section 6.12 Headings 25 Section 6.13 Governing Law 25 Section 6.14 Dispute Resolution 26 Section 6.15 Sovereign Immunity 26 Section 6.16 Effectiveness 26 Section 6.17 Counterpart Signatures 26 EXHIBIT 1 PARTICIPATING TRIBES and FINAL TRIBAL ALLOCATION DISTRIBUTION PERCENTAGES 28 EXHIBIT 2 FORM OF CERTIFICATE OF TRUST OF THE TRIBAL ABATEMENT FUND TRUST IX 29 EXHIBIT 3 INVESTMENT GUIDELINES 30 EXHIBIT 4 TRIBAL ABATEMENT FUND TRUST IX TRUST DISTRIBUTION PROCEDURES 33 TRIBAL ABATEMENT FUND TRUST IX AGREEMENT This Tribal Abatement Fund Trust IX (“TAFT IX” or the “Trust”) Agreement (together with all Exhibits hereto, this “Trust Agreement”), dated and effective as of , 2022 (the “Effective Date”), is entered into in furtherance of the administration of the Walgreens Tribal Settlement Agreement between the Tribal Leadership Committee (“TLC”), Participating Tribes and Walgreens (the “Parties”), dated , 2022 (as may be further modified, amended, or supplemented from time to time, and together with all exhibits and schedules thereto, the “Walgreens Tribal Settlement Agreement” or “WTSA”), 1 in the matter of In re National Prescription Opiate Litigation, MDP No. 2804, Case No. 17-md-2804 in the United States District Court for the Northern District of Ohio (the “Court”). This Trust Agreement is entered into by the trustees of the Tribal Abatement Fund Trust IX who are further identified on the signature pages hereto (together with any successor trustee serving in such capacity, the “Directors”), 2 the Delaware Trustee (together with any successor serving in such capacity, the “Delaware Trustee”) and the Trust Pro...
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Number of Directors; Managing Director 
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Related to Number of Directors; Managing Director

  • Number of Directors Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

  • The Board of Directors AGREES TO—

  • Initial Directors The initial number of directors of Amalco shall be one. The initial director of Amalco shall be: Name Address Xxxx Xxxxxx 1780 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0_

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

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