TRG Clause Samples
The TRG clause, often referring to a "Termination for Regulatory Grounds" provision, allows a contract to be ended if regulatory changes or government actions make performance illegal or impractical. In practice, this clause applies when new laws, regulations, or official directives arise after the contract is signed, and these changes directly impact the parties' ability to fulfill their obligations. By including a TRG clause, the contract provides a clear mechanism for early termination in response to unforeseen regulatory developments, thereby allocating risk and ensuring that neither party is unfairly penalized for circumstances beyond their control.
TRG. As described in the first paragraph above. TRG’s Initial Capital. As defined in Section 4.1.
TRG acting through its Board of Directors, shall take every action possible to facilitate the closing of the Purchase Agreement ant the performance hereunder. In particular, he TRG Board shall, at a time and in a manner which Tamarix and TRG shall agree on or before 10 April 1997,
a. amend the TRG By-Laws, effective on the Closing Date for the Purchase Agreement,
(i) to limit the size of the TRG Board of Directors to no more than eleven (11) Directors so long as Finprogetti shall not have sold to Tamarix all of its 1,635,000 TRG Shares pursuant to the Purchase Agreement, and to limit the size of the TRG Board of Directors to no more than (10) Directors immediately after Finprogetti shall have sold to Tamarix all of such TRG Shares pursuant to the Purchase Agreement;
(ii) to provide that all Directors, including those Directors now serving on the Boat who shall be elected to serve on the Board as re-constituted, shall serve for staggered, three-year terms;
(iii) to give Tamarix, so long as it shall own one million or more TRG Shares, the power to nominate a Director for who shall be the Chairman of the Board and who shall serve in the 1998 class year, a Director who shall serve in the 1999 class year, and a director who shall serve in the 2000 class year; to give Tamarix, so long as it shall own at least 500,000 but not more than 999,999 TRG Shares, the power to nominate a Director who shall be the Chairman of the Board and who all serve in the 1999 class year; and to give Tamarix, so long as it shall own at least 300,000 but not more than 499,999 TRG Shares, the power to nominate a Director who shall serve in the 1998 Class Year;
(iv) to provide for no fewer than three independent Directors, who shall be persons of good character who are experienced in business matters and who are reasonably acceptable to Tamarix;
(v) to provide for a five-member Executive Committee of the Board of Directors, which shall include the Chairman of the Board of Directors or a Director whom he designates, the Chief Executive Officer, one Director nominated by Tamarix, one independent director, and one Director who lives and is employed in Italy, and which shall have the power to take the following actions among others: to direct the day-to-day business activities of the Company which are within budget and operating guidelines prescribed by the Board of Directors and which are not matters which require action by the shareholders of the Company;
(vi) to provide that all actions requi...
TRG. As described in the first paragraph above.