THE BOARD AND MANAGEMENT Sample Clauses

THE BOARD AND MANAGEMENT. The Project will have a Board and a Project Manager. The Board shall ensure compliance with the plans and intentions that form the basis of the Project and the Collaboration Agreement and that the activities set out in the Project Description, Funding Plan and Work Plan are realised within the approved time and cost frameworks. Each Party shall be entitled to appoint one Board member. The Project Owner's member will be the Chair of the Board. Any Parties who have not appointed a Board member will still be fully bound by the Board's decisions. The Chair of the Board shall invite members to attend Board meetings by providing reasonable notice, normally no less than two weeks. The Board shall hold ordinary meetings at least once a year or in accordance with an agreed meeting schedule. An extraordinary Board meeting shall be held upon request of at least one of the Parties. Notice to attend shall be accompanied by a draft agenda and any necessary supporting material for making decisions about agenda items. Board meetings can be conducted as a physical meeting in person or as video or teleconferences. The Board has a quorum when at least two-thirds of its members attend meetings or participate in voting, either in person or by proxy. Each member has one vote. Parties may not vote in respect of matters relating to their own breach of the Collaboration Agreement or any consequences resulting from such. A 2/3 majority vote is required for making any decisions. In matters which substantially alter the individual Party’s rights and obligations under the Project, the decision must be adopted unanimously. Such decisions require all members of the Board to participate in the voting. A unanimous vote is required for any changes made to the Collaboration Agreement and the adoption of annual budgets. The Chair of the Board writes the minutes of the meetings and distributes them electronically to the other members of the Board by no later than 10 business days after the meeting was held. If no objections or comments are received within 10 days after the minutes were sent out, the minutes are regarded as having been approved. Any decisions adopted by the Board during meetings must be clearly presented in the minutes. Decisions do not become valid and binding for the Parties until the minutes have been approved.
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THE BOARD AND MANAGEMENT. 7.1 Action by the Board **
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THE BOARD AND MANAGEMENT. The New Board shall be elected by the stockholders. Subsequent boards of directors of the Reorganized Company shall be selected in accordance with the bylaws of the Reorganized Company. The existing officers of the Company as of the date of this Agreement shall remain in their current capacities as officers of the Reorganized Company.
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THE BOARD AND MANAGEMENT. SUPERVISION BY THE BOARD
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Related to THE BOARD AND MANAGEMENT

  • The Board 6.1 The appointment, dismissal and conduct of the Board shall be regulated in accordance with this agreement and the Articles.

  • The Board of Directors AGREES TO—

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • 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.

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • The Board of Trustees of the Fund shall promptly notify the Insurer in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Management (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

  • 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.

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