Governing Person(s) definition

Governing Person(s) means (a) in the case of any corporation, the board of directors of such corporation, (b) in the case of any limited liability company, (i) if such limited liability company is a member-managed limited liability company, the member(s) of such limited liability company or (ii) if such limited liability company is not a member-managed limited liability company, the board of directors, board of managers or manager of such limited liability company, (c) in the case of any partnership, the general partner of such partnership and (d) in case of any other entity, the functional equivalent of the foregoing as it relates to that entity.
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Governing Person(s) means (a) in the case of any corporation, the board of directors of such person or duly authorized committee thereof, (b) in the case of any limited liability company, the board of directors or managers, manager or managing member of such person or duly authorized committee thereof, (c) in the case of any partnership, the general partner of such person or duly authorized committee thereof and (d) in any other case, the functional equivalent of the foregoing or duly authorized committee thereof.
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Governing Person(s) means (a) in the case of any corporation, the board of directors of such corporation, (b) in the case of any limited liability company, (i) if such limited liability company is a member-managed limited liability company, the member(s) of such limited liability company or
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Examples of Governing Person(s) in a sentence

  • The following terms shall have the following respective meanings for all purposes of this Agreement: Adjusted Payment shall have the meaning assigned to such term in Section 6.9.2. Aeronautical Regulations means RBAC 135 (Operating Requirements: Commuter and on Demand Operations and Rules Governing Persons on Board Such Aircraft), duly approved by Ordinance number 262 dated as of January 29, 2013.

  • Any Governing Person’s position to be filled by reason of an increase in the number of Governing Persons shall be filled by election of a Majority of the Members.

  • Company has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by Buyer or its respective Affiliates, Governing Persons, employees, agents or representatives that are not expressly set forth in Article V of this Agreement and/or the Ancillary Agreements, whether or not any such representations or warranties were made in writing or orally.

  • The number of Governing Persons may be increased or decreased from time to time by amendment to this Agreement only with the vote of a Majority of all the Members, but no decrease shall have the effect of shortening the term of any incumbent Governing Person.

  • The Company does not reasonably expect any material liability with respect to any such allegations and is not aware of any allegations relating to officers, Governing Persons, or employees, of the Company, that, if known to the public, would bring the Company into material disrepute.

  • Any Governing Persons who is designated “tax matters partner” shall inform each Member of all significant matters that may come to its attention in its capacity as “tax matters partner” by giving notice thereof as soon as reasonably possible.

  • Future or additional Governing Persons shall be elected by a Majority of the Members, except as provided in Sections 7.3 and 7.5 of this Agreement.

  • Buyer agrees that it has relied upon its own inspection, examination and determination with respect to the Company and its business and without reliance upon any express or implied representations or warranties of any nature made by Seller or any of the Company or any of their respective Governing Persons, officers, employees, stockholders, partners, members, advisors or other representatives, except as specifically and expressly set forth in this Agreement or the other Transaction Agreements.

  • Any action that may be taken, or that is required by law or this Agreement to be taken by the Governing Authority, or any group thereof, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, will have been signed by the Governing Persons whose consent is necessary to take the action.

  • The Governing Persons and their respective affiliates, and all officers, directors, employees and agents acting in that capacity, shall not be liable to the Company or to any other Members for any losses sustained or liabilities incurred as a result of any act or omission of such Person, if they acted in good faith and in a manner it believed to be in, or not opposed to, the interests of the Company.


More Definitions of Governing Person(s)

Governing Person(s) means, with respect to any Person (other than an individual), general partners, directors, managers, officers, managing members, and any other Person responsible for the governance or strategic decision of such Person.
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Governing Person(s) as defined in Section 1.5.
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Related to Governing Person(s)

  • Controlling Persons means the natural persons who exercise control over an Entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any), the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term “Controlling Persons” shall be interpreted in a manner consistent with the Financial Action Task Force Recommendations.

  • Governance “Governing” and “Governed” have meanings correlative thereto.

  • young person means a person who falls within the definition of qualifying young person in section 142 of the SSCBA.

  • Governing Documents means, with respect to any Person, the certificate or articles of incorporation, formation or organization, bylaws, partnership agreement, operating or limited liability company agreement, or other organizational documents of such Person.

  • Entities means event and competition organisers/promoters/managers, land and track owners/managers/administrators/lessees, CAMS affiliated clubs, state and territory governments and insured listed in CAMS’ public/product/professional indemnity insurance policies and each of their related bodies corporate (including their related bodies corporate) and each of their organs and agencies, officers/president/directors/executives, employees, servants, agents, partners, providers, members, competitors, drivers, co-drivers, navigators, officials, crew members, pit crew, delegates, licence holders, representatives, commissions, committees, advisers, trustees, councils, panels, shareholders, volunteers, officials, appointees, delegated bodies and sponsors.