Power of the Board Clause Samples

Power of the Board. The Arbitrator, Board of Arbitration shall not have any power to alter or change any of the provisions of this agreement or to substitute any new provisions for any existing provisions, nor to give any decision inconsistent with the terms and provisions of this agreement.

Power of the Board. 8.2.1 The Board is the highest authority of the Company and decides all important matters of the Company, including, but not limited to: (1) Amendments to the Articles of Association; (2) Suspension or dissolution of the Company; (3) Increase or decrease in registered capital of the Company; (4) The merger or spin-off of the Company; (5) The Company’s listing plan, including, but not limited to, the listing location and time and other matters; (6) Corporate bond issuance or external financing of the Company; (7) The Company’s investment; (8) The Company sets encumbrance on land use rights, buildings and major production equipment, or provides guarantees for Third Party debt; (9) Transactions between the Company and the Parties and their Related Parties (except for the proposed transaction in the Transaction Documents); (10) The Company’s operating principles, investment plans, and annual business plan; (11) The Company’s annual financial budgets and the final reports; (12) The Company’s profit distribution and loss recovery plan; (13) The Company’s plan of establishing internal management; (14) The appointment, dismissal, remuneration, bonus and other conditions of employment of the secretary of the Board, general manager, executive vice general manager, and chief financial officer of the Company; (15) The Company’s remuneration, bonus and benefit policies, except as otherwise provided herein; (16) The Company’s equity incentive plan, executive stock option plan or similar plan; (17) Any sale, transfer, lease or disposal of assets of the Company which is included in the Company’s annual business plan, financial budget or investment plan, and is part of the Company’s daily business activities, while exceeding RMB50,000,000 in one single transaction; any sale, transfer, lease or disposal of assets of the Company which is not included in the Company’s annual business, financial budget or investment plan, or is not part of the daily business activities of the Company, while exceeding RMB5,000,000 in one single transaction or more than RMB20,000,000 aggregated in 12 consecutive months; (18) Any capital expenditure, borrowing and acquisition which is outside of the Company’s ordinary business and exceeds RMB5,000,000 in one single transaction or RMB20,000,000 aggregated in consecutive 12 months; (19) The Company’s initiation of or participation in any litigation, arbitration and other dispute resolution procedures involving the subject matter exceeding RMB5,000,...

Power of the Board. 第10条 董事会的权力 10.1 The Board is the highest authority of the JV Company and shall have the powers and duties for the overall management and operation of the JV Company as set forth in the applicable Laws, this Contract, Appendix A. Any resolutions (except for the Reserved Matters provided under Article 10.2) shall be adopted by an affirmative vote of at least simple majority of the Directors present (in person or by proxy) at a duly convened Board Meeting, among which shall include at least one (1) Director of Hepalink and one (1) Director of Aridis. 董事会是合资公司的最高权力机关，具有相关法律、本合同和附属合同A中规定的全面管理和经营合资公司的权力和职责。任何决议(第 10.2款项下规定的保留事项除外)应由正式召开的董事会会议的与会董事（无论是亲自或派代理人参加）投票表决通过，中至少简单多数（即超过半数）投票表决通过，其中须包括至少一（1）名海普瑞的董事和一（1）名Aridis的董事。 10.2 Unless otherwise agreed among the Parties in writing, the following matters (the “Reserved Matters”) shall require an unanimous approval of the Board: 除非合同各方另有书面约定，对下列事项(“保留事项”)的批准应由董事会一致同意： (1) approval of any agreements, documents or other arrangements between or involving the JV Company and any shareholder or affiliate thereof, as well as any amendment, consent or waiver with respect to such arrangements; 批准涉及合资公司和任何股东或其关联公司的任何协议、文件或其他安排，以及任何想关于该安排的修订、同意或弃权； (2) removal of a Director other than by the Party which designated the Director to be removed; 董事的免职（由原提名该董事的一方要求免职的除外）； (3) approval of the appointment of the members of any committee established by the Board; 批准董事会设立的任何委员会成员的任命； (4) terms of any employment agreements with the Officers of the JV Company; 批准合资公司高级管理人员任何劳动合同的条款； (5) approval of, and amendment to, any budgets, assessments or financial plans of any applicable fiscal period, or commercial and operational plan of the JV Company (collectively, the “Business Plan”);

Power of the Board. The Arbitrator, or Board, as the case may be, shall not have the jurisdiction to alter or change any of the provisions of the Collective Agreement or, to alter, modify or amend, any of the provisions, but shall have the right to dispose of any discharge or discipline as it deems just and equitable.

Power of the Board. Subject to the right and obligation of the Company to, and the right and obligation of the Operator or the Officers to cause, commit or permit the Company to, take actions in accordance with any Development Budget, Annual Budget or contract or obligation previously approved by the Required Consent, including, but not limited to the Transaction Agreements, the Company shall not, and neither of the Members acting individually, nor the Operator, the Officers nor any Director acting individually shall cause, commit or permit the Company to, do any of the following without the consent of the Board by Required Consent: (a) Approve or amend the construction and development budget for Phase I and Phase II of the ELC Facilities (“Development Budget”). Such Development Budget will include a monthly cash flow schedule to allow Members to prepare in advance as to when funding will be required. In addition, such Development Budget will include an initial amount of capital necessary during the front end engineering and design process which will correlate to the FERC pre-filing timeframe up to the start of construction; (b) For the post-Interim period, subject to Section 4.4(b), approve the annual operating and capital expenditure budgets of the Company (“Annual Budgets”) and any amendments, revisions, waivers or exceptions to the items approved in the Annual Budgets which would affect the Annual Budgets by increasing them or by deleting any items that were approved in the Annual Budgets by an amount, on a category by category basis (as set forth in the Annual Budget), ***. The Annual Budget will include a monthly cash flow schedule to allow Members to prepare in advance as to when funding will be required; (i) acquire any interest in any or all of the assets of any other entity or business enterprise, (ii) the organization of, or participation in, any joint venture or similar entity, (iii) any change in the nature of the Company’s business or purpose, (iv) the formation of any Subsidiaries of the Company; (v) the use of any property or Assets of Company for a reason other than to conduct the Company’s business or to satisfy the business purpose of Company or its Subsidiaries; (vi) any transaction the nature of which is not in the ordinary course of business; (vii) any sale, lease, exchange, transfer, mortgage, pledge, assignment or other disposition of any properties or assets of Company or any Subsidiary; (viii) the purchase or acquisition of any new or incremental rea...

Power of the Board. (a) The Board of Directors shall be the highest authority of the Company; (b) Resolutions involving the following matters may only be adopted at a duly constituted and convened meeting of the Board whereupon such resolution receives the unanimous affirmative vote of each and every Director of the Board voting in person or by proxy at such meeting; (i) Amendment of the Joint Venture Contract and Articles of Association; (ii) Merger and integration of the Company with another organization, or establishment of subsidiaries of the Company; (iii) Dissolution of the Company; (iv) Any increase or transfer of the registered capital of the Company; (v) Execution, supplement, modification, termination, substitution or assignment by the Company of any credit or financing agreements any Operation and Offtake Contract, and major construction, contract or material contract; (vi) Additional capital requirement or financing amounts above total investment amounts as set forth in Article 6.01;

Power of the Board. No grievance shall be defeated by any formal or technical objection, subject to the provision of Article 11.04 The Board shall have the power to allow all necessary amendments to the grievance and the power to waive formal procedural irregularities in the processing of the grievance in order to determine the real matter on dispute and to reach a decision according to the principles of equity and natural justice.

Power of the Board. 8.2.1 The Board is the highest authority of the Company and decides all important matters of the Company, including, but not limited to: (1)Amendments to the Articles of Association; (2)Suspension or dissolution of the Company; (3)Increase or decrease in registered capital of the Company; (4)The merger or spin-off of the Company; (5)The Company's listing plan, including, but not limited to, the listing location and time and other matters; (6)Corporate bond issuance or external financing of the Company; (7)The Company's investment; (8)The Company sets encumbrance on land use rights, buildings and major production equipment, or provides guarantees for Third Party debt; (9)Transactions between the Company and the Parties and their Related Parties (except for the proposed transaction in the Transaction Documents); (10)The Company's operating principles, investment plans, and annual business plan;

Power of the Board. The Board will have full power to direct the activities of the Company (except as otherwise provided in the Act, this Agreement or the Constitution).