Subsidiary Governance. The Company and each Shareholder agree that the board of directors of each Subsidiary of the Company shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01. Each Shareholder agrees to vote its Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effect the agreements in this Section 2.09 in respect of any Subsidiary of the Company.
Subsidiary Governance. The Company and each Shareholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2. Each Shareholder agrees to vote its Ordinary Shares and to cause the members of the Board nominated by the Institutional Shareholders, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 in respect of any Subsidiary of the Company.
Subsidiary Governance. (a) The Company shall procure that, at any shareholders meeting or meeting of the board of directors (or other similar corporate bodies) of the Subsidiaries, each individual acting as its representative in such meeting votes in accordance with the instructions given by the Board of Directors from time to time. To this effect the Parties shall procure that the Board of Directors duly decides in advance on such instructions to be given to the representatives.
Subsidiary Governance. The Company and each Stockholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any NPTest Foreign Subsidiary and any NPTest Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2, including paragraph (d) of Section 2.04. Each Stockholder agrees to vote its Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.06 in respect of any Subsidiary of the Company.
Subsidiary Governance. No subsidiary of the Company shall take any action without the approval of the Board to the extent approval of the Board would be required in the event such action was to be taken by the Company itself, including the requisite groups of directors whose approval would be required in the event such action was to be taken by the Company itself.
Subsidiary Governance. The Company and each Shareholder agree that the Board of Directors of Watford Re at the date hereof shall be comprised of the individuals who are serving as directors on the Board in accordance with this Agreement, the Common Shareholders Agreement and the bye-laws of Watford Re. After the date hereof, any vacancies shall be filled in accordance with this Agreement, the Common Shareholders Agreement and, subject to the Common Shareholders Agreement and Section 2.02 hereof, the bye-laws of Watford Re.
Subsidiary Governance. Each of the Company and each Shareholder agrees that the board of directors of Opco and, upon transfer of the stock of License Co. to the Company, License Co. shall be comprised of the individuals who are serving on the Board in accordance with Section 2.01 and the board of directors of each other Subsidiary of the Company shall be comprised of the president of each of the Company and Nextel or, if so determined by the Board from time to time with respect to any such Subsidiary, by the same number of individuals then serving on the Board, which individuals shall be designated and subject to removal, and shall otherwise act, in the manner specified with respect to the Board in Section 2.01 through 2.06. Each Shareholder agrees to vote its shares of Voting Stock and to cause its representatives on the Board, subject to his or her fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.08 in respect of each such Subsidiary.
Subsidiary Governance. If a subsidiary of Nevada JV is a limited liability company, it is the intent of the Members that such limited liability company be member- managed so that the Board can direct the business and affairs of, and make decisions for, such subsidiary. If a subsidiary of Nevada JV is a partnership, it is the intent of the Members that such partnership be managed so that Nevada JV, acting through the Board, can direct the business and affairs of, and make decisions for, such subsidiary either (i) as general partner of such partnership or (ii) through another subsidiary that shall serve as general partner of such partnership. If a subsidiary of Nevada JV is a corporation, manager-managed limited liability company or other type of Entity, Nevada JV shall take such actions as are necessary to ensure that the governance of each such subsidiary shall parallel the governance structure of the Board set forth in this Agreement.
Subsidiary Governance. The Company agrees that it will vote (or cause the voting of) the shares of the capital stock of its Subsidiaries, including shares of its less than wholly owned Subsidiaries or its minority joint ventures, and each Shareholder agrees to vote its Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action, in each case to give effect to the agreements in this Article 2 in respect of any Subsidiary of the Company (including Section 2.06 hereof).
Subsidiary Governance. The senior management (and, where existent, the Conselho de Administração) of each subsidiary of the Downstream Co shall be selected (to the extent not restricted by any governing document of a subsidiary which is not wholly owned) by the CEO of the Downstream Co or his delegate; provided that a simple majority of the Supervisory Board may veto any such decision and select alternative persons for such roles.
