Management of the Group Clause Examples

Management of the Group. Companies. Each relevant Investor shall be entitled to nominate and appoint the same number of directors to the board of directors (or similar body) of each Group Company other than the Company and HK Company, including but not limited to the WFOE, the Beijing Domestic Company, the Shenzhen Domestic Companies and the PRC Subsidiaries (each, a “Subsidiary Board”) as it is entitled to appoint to the board of HK Company, and the Parties shall make efforts, including but not limited to adopt relevant shareholder(s) resolutions, to procure that such nominee(s) are appointed to the relevant Subsidiary Board. Each Subsidiary Board shall consist of the same persons as constitute the board of HK Company from time to time, unless any Investor has not exercised its right to appoint directors to the Subsidiary Board as provided in this Section 8.7. The Company shall provide each Investor Observer copies of all notices and materials at the same time and in the same manner as the same are provided to the board of directors (or similar body) of each Group Company other than the Company and HK Company. The quorum of the meetings of the board of HK Company and/or any Subsidiary Board (which shall exist at the time of the voting as well as the attendance of the board meeting) shall refer to the quorum of the meetings of the Board as set forth in Section 8.3.

Management of the Group. Subject to any limitations on the duties and authorities of the Board set out in the Articles, the Act, and this Agreement, the Board shall be responsible for the overall direction, supervision and management of the Group.

Management of the Group. (a) Unless otherwise agreed in writing by the Majority Investors and the Co-Investors, the management of the Group shall be headquartered in Abu Dhabi. (b) Subject to the Board Reserved Matters and the Shareholder Reserved Matters the management team (headed by the Group CEO) are responsible for the ongoing operation of the Group in compliance with and consistent with the Annual Budget and the Business Plan. (c) The Group CEO shall maintain a comprehensive and flexible dialogue with the Majority Investors and the Co-Investors and the Group CEO shall take instruction from the Managing Director on a regular basis regarding his ongoing operation and management of the Group. (d) The Group CEO shall not be a member of the Board but may be invited to meetings of the Board from time to time to discuss certain matters.

Management of the Group. Each Shareholder undertakes to each other Shareholder that it will exercise its rights as a holder of Shares to ensure that: (a) subject to clauses 3 and 4, management of the Group will be vested in the Board; (b) subject to clauses 3 and 4, the Group will be managed on a day to day basis by the Chief Executive Officer who will report and be responsible to the Board for the Group's activities and operations; (c) the Chief Executive Officer will have the power and authority to manage the Group: (i) in accordance with paragraph (d) and his service agreement; (ii) subject to and in accordance with the Business Plan; and (d) the Chief Executive Officer will be responsible for: (i) making recommendations to the Board regarding the allocation of options under the Incentive Plan (as defined in clause 11.1); (ii) management of all activities of the Group in the conduct of the Business in compliance with the Business Plan; (iii) the general administration of the Group; (iv) implementation of and compliance with the Business Plan; and (v) provision to the Board of full information relating to the activities of the Group, subject to lawful directions and delegations from, and supervision by, the Board in accordance with this Agreement.

Management of the Group. 4.1. ▇▇. ▇▇▇▇▇▇ shall deliver on [ September 30th, 2023] at the latest to the Purchaser (i) a duly signed amendment letter to the IP assignment deed dated January 26, 2022 to include one missing patent with respect to a “separator for movable furniture element” filed under number 20/06421 and (ii) a duly signed resignation letter effective as of September 30, 2023 from ▇▇. ▇▇▇▇▇▇’▇ or ▇▇▇▇▇▇’▇ duties as: ● Chairman (Président) of Vision Lite ● Member of the Strategic Committee (Conseil Stratégique) of Vision Lite ; and ● if any, director, member of a supervisory board or other management body of any Group Company; including confirmation by the leaving director, board, supervisory board or committee member that it does not, and will not, have any claim against the relevant Group Company or any of its Affiliates in connection with the exercise or termination of its respective duties and that the relevant Group Company and its respective Affiliates do not owe them any compensation or any other sum for any reason.

Management of the Group. Subject to this clause 6, the day to day management of the Group will be vested in the Operator pursuant to the Operator Agreement. Wits Basin undertakes and covenants to the Company and the other Shareholders, in accordance with the terms of the Monitoring Agreement, to monitor and review the Operator's performance under the Operator Agreement on behalf of the Company and to notify the Company, London Mining and the other Shareholders if Wits Basin becomes aware that the Operator has committed, or has taken steps which are reasonably likely to give rise to a breach (excluding any non-material breach) of the Operator Agreement.

Management of the Group. 9.1.1 Save as otherwise set out in this Agreement, the management of the Company shall be vested in the Board who shall undertake and have exclusive responsibility for the management, operation and administration of the business and affairs of the Company. For the avoidance of doubt, the Board shall manage the Company to the exclusion of any other persons and no person may bind the Company other than (i) a Director acting in accordance with and subject to his/her fiduciary duties under applicable Laws and other requirements under applicable Laws and the Amended AoA; or (ii) the Asset Manager acting under or pursuant to the terms of the Asset Management Agreements or otherwise as authorised by the Board. 9.1.2 The Board shall have the power to do any and all acts necessary, convenient or incidental or for the furtherance of the Business, subject always to the provisions of Clause 8. 9.1.3 Each of APG and WOP SPV further agrees that: (a) it shall use commercially reasonable effort to promote the success of the Business as a whole; and (b) in the event that there is any matter in connection with the operation or management of the business of any of the Group Companies or the Approved Projects which (i) does not fall within the scope of Services (as defined under the relevant Asset Management Agreement); and (ii) will have any material impact on the development, management, operation, leasing, marketing or maintenance of any Approved Project (such a matter, an "Out-of-Scope Matter"), such matter shall be referred to the Board which shall determine in accordance with this Agreement if and how such Out-of-Scope Matter shall be carried out.‌

Management of the Group. Subject to those matters which require Alvogen Consent, Aztiq Consent, Relevant Co-investor Consent, Security Holder Consent, the Board is responsible for: (a) the overall direction and management of the Group; and (b) forming policies for conducting the business of the Group.

Management of the Group. (a) The initial chief executive officer of the Group (the ”Chief Executive Officer”) shall be mutually agreed upon by the Shareholders. Thereafter, Rainbow Capital, following consultation with Coty in good faith, shall be entitled to designate the Chief Executive Officer. The Shareholders undertake to vote in favour of any appointment or removal of the Chief Executive Officer proposed by Rainbow Capital pursuant to this Clause 3.10(a). (b) The initial chief financial officer of the Group (the “Chief Financial Officer”) shall be mutually agreed upon by the Shareholders. Thereafter, Rainbow Capital and Coty shall each have the right to review potential candidates for the role of the Chief Financial Officer of the Group and such appointment shall be made by the Bidco Board taking into account the recommendation of the Chief Executive Officer. (c) The Parties agree that Management shall have control over the operational day-to-day activities of the Group and its business, subject to the Board Referral Matters, the Reserved Matters or any other matters reserved to the Board or the shareholders meeting pursuant to Law. The Bidco Board shall have the capacity to direct at any time the actions and operations of Management even if such actions or operations are not Reserved Matters or are day-to-day activities.