Structure and Purpose(s Sample Clauses

Structure and Purpose(s of this Agreement
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Structure and Purpose(s. The Conflict of Interest Committee shall be comprised of three (3) Directors, one (1) of whom will be designated by the Director designated by the Investor in accordance with Section 2.1(c), one (1) of whom will be designated by the Directors (by majority vote of such Directors) designated by the Non-Investor Shareholders in accordance with Section 2.1(b), and one (1) of whom will be the independent Person elected as a Director in accordance with Section 2.1(d). The Conflict of Interest Committee will have all authority of the Board in connection with the consideration and approval or disapproval of any action by the Company that:
Structure and Purpose(s. The Investor Transactions Committee shall be comprised of three (3) Directors, two (2) of whom will be designated by the Directors (by majority vote of such Directors) designated by the Non-Investor Shareholders in accordance with Section 2.1 (b) and one (1) of whom will be the independent Person elected as a Director in accordance with Section 2.1(d); provided, however, that no Director who has, or whose employer (other than the Company) has, a direct or indirect material interest in any of the matters to be considered by such Committee shall be entitled to serve thereon. The Investor Transactions Committee will have all authority of the Board in connection with the consideration and approval or disapproval of any action by the Company that involves any proposed transaction or action directly involving the Company and the Investor or any competitor of the Investor and that is reasonably likely to be material to the Company from a financial or strategic point of view.

Related to Structure and Purpose(s

  • NATURE AND SCOPE 4.1 This Agreement is an agreement under the terms and conditions of which the Supplier/Service Provider will arrange for the supply/provision to Transnet of the Goods/Services which meet the requirements and specifications of Transnet, the delivery of which is controlled by means of Purchase Orders to be issued by Transnet and executed by the Supplier/Service Provider in accordance with this Agreement.

  • Scope and Purpose 1.01 This document is intended to set out general guidelines and principles regarding child welfare sector integrations during the term of this agreement which are mandated by the Ministry and for which local Human Resources Adjustment Plans (HRAP) are required to be negotiated. Subject to the following terms, these principles will serve as the framework for the treatment of bargaining unit employees and will apply to subsequent negotiations with unions, as may be required, as part of an integration arising within the context of the Ontario Labour Relations Act (OLRA) or PSLRTA, whichever is applicable.

  • Structure of Agreement The Trust is entering into this Agreement solely on behalf of the Fund. Without limiting the generality of the foregoing: (a) no breach of any term of this Agreement shall create a right or obligation with respect to any series of the Trust other than the Fund; (b) under no circumstances shall the Advisor have the right to set off claims relating to the Fund by applying property of any other series of the Trust; and (c) the business and contractual relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship and consideration relate solely to the Trust and the Fund.

  • Background and Purpose Executive was employed by the Company. Executive's employment is ending effective ____________ under the conditions described in Section 3.1 of the Executive Severance Agreement ("Agreement") by and between Executive and the Company dated ____________, 2012. The purpose of this Release is to settle, and the parties hereby settle, fully and finally, any and all claims the Releasing Parties may have against the Released Parties, whether asserted or not, known or unknown, including, but not limited to, claims arising out of or related to Executive's employment, any claim for reemployment, or any other claims whether asserted or not, known or unknown, past or future, that relate to Executive's employment, reemployment, or application for reemployment.

  • Introduction and Purpose The Kentucky Community and Technical College System (KCTCS) and the Kentucky Department of Education (KDE) mutually support the attainment of dual credit coursework for high school students. This Memorandum of Understanding (MOU) underscores the dedication of both agencies to improving the educational attainment of Kentucky citizens and reinforces the collaboration necessary to achieve this level of success. Improving the educational attainment of Kentucky citizens is key to ensuring the State’s long-term success. The State commits significant resources across the educational spectrum to develop and implement strategies to address this critical issue. Providing secondary students dual credit opportunities is a proven educational strategy with the capacity to complement and maximize the chances of success of our educational initiatives. Effective dual credit systems have impacts both at the secondary and postsecondary levels and provide the opportunity for collaboration. Participants are expected to know and follow current and future versions of Dual Credit Policies established by the Kentucky Council on Postsecondary Education found at: xxxx://xxx.xx.xxx/policies/dualcredit.html. Should policies change during the academic year, KCTCS may request support in meeting those changes outside the scope of this document.

  • INTENT AND PURPOSE 1.01 The Employer and the Union each represents that the purpose and the intent of this Agreement is to promote cooperation and harmony, to recognize mutual interests, to formulate rules to govern the relationship between the Employer and the Union and to set forth herein the basic agreement covering rates of pay, hours of work and conditions of employment.

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the Committees listed in the chart below, each of which shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree that a given Committee need not be created until a later date, the Parties may agree to defer the creation of the Committee until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee and schedule a meeting of such Committee within one (1) month. Committee Purpose Joint Steering Committee (“JSC”) Establish projects for the Anti-Infectives Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans. The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Anti-Infectives Program. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Committee Purpose Clinical/Regulatory Committee (“CRC”) Review and approve all research and development plans, clinical projects and publications, and regulatory filings and correspondence under the Anti-Infectives Program; review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for commercialization activities under the Anti-Infectives Program. Intellectual Property Committee (“IPC”) Evaluate intellectual property issues in connection with the Anti-Infectives Program; review and approve itemized budgets with respect to the foregoing.

  • Disclosure and Use 20.2.1 Each Receiving Party agrees that, from and after the Effective Date:

  • Capital Structure and Business If all or part of a Credit Party's Stock is pledged to Agent, that Credit Party shall not issue additional Stock. No Credit Party shall amend its charter or bylaws in a manner that would adversely affect Agent or Lenders or such Credit Party's duty or ability to repay the Obligations. No Credit Party shall engage in any business other than the businesses currently engaged in by it or businesses reasonably related thereto.

  • Manufacture and Supply BMS shall Manufacture or have Manufactured the BMS Study Drug in reasonable quantities needed, and at the points in time as agreed to by the Parties, for the Combined Therapy Clinical Trial, and shall supply such BMS Study Drug as either commercially labeled or unlabeled vials to the Recipient or its designee for use solely in the Combined Therapy Clinical Trial. The Recipient will at its sole expense, package and label the BMS Study Drug for use in the Combined Therapy Clinical Trial to the extent necessary. The cost of Manufacture and supply (including shipping, taxes and duty, if applicable) of the BMS Study Drug for the Combined Therapy Clinical Trial shall be borne solely by BMS, and BMS shall bear the risk of loss for such quantities of BMS Study Drug until delivery of such quantities of BMS Study Drug to the Recipient or its designee. BMS shall also be responsible for the payment of any Third Party License Payments that may be due based on the manufacture, *CONFIDENTIAL TREATMENT REQUESTED. supply and use of the BMS Study Drug used in the Combined Therapy Clinical Trial. The BMS Study Drug shall be manufactured in accordance with Applicable Law (including GMP) and shall be of similar quality to the BMS Study Drug used by BMS for its other clinical trials of the BMS Study Drug. BMS shall deliver certificates of analysis, and any other documents specified in the Supply and Quality Documentation, including such documentation as is necessary to allow the Recipient to compare the BMS Study Drug certificate of analysis to the BMS Study Drug specifications. Pursuant to the Supply and Quality Documentation, BMS shall be responsible for the regulatory compliance of the quality of the BMS Study Drug at the time the BMS Study Drug is delivered to the Recipient with the regulatory filings in the countries in the Territory where the Combined Therapy Clinical Trial will be performed. Subject to Section 4.4, the Parties shall cooperate in accordance with Applicable Law to minimize indirect taxes (such as value added tax, sales tax, consumption tax and other similar taxes) relating to the BMS Study Drug in connection with this Agreement.

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