Managing Directors. 86. The Directors may, from time to time, appoint one or more of their body (but not an alternate Director) to the office of Managing Director for such term and at such remuneration (whether by way of salary, or commission, or participation in profits, or partly in one way and partly in another) as they may think fit but his appointment shall be subject to determination ipso facto if he ceases from any cause to be a Director and no alternate Director appointed by him can act in his stead as a Director or Managing Director.
Managing Directors. Any dispute which arises between the Parties shall be referred to senior executives of the Parties (or their duly authorised representatives) who will use their best endeavours to resolve the dispute in good faith within 5 (five) Business Days of the dispute having been referred to them.
Managing Directors. Subject to Closing, all of the managing directors (bestuurders) shall resign in writing from their positions as managing directors of the Company and/or the respective Group Companies, which written resignations shall be confirmed by the Company and/or the relevant Group Companies and all of the managing directors shall be granted full discharge (décharge) by the Company and/or the relevant Group Companies for their management of the Company, for the period prior to their resignation up to Closing, the Agreed Form of such shareholders’ resolutions is attached hereto as Schedule 4.6.
Managing Directors. The managing directors of the Corporation ------------------ shall be chosen by the Shareholders or, if the Shareholders so desire, by the board of supervisory directors AND shall be a ________________________. The Shareholders or the board of supervisory directors, as the case may be, may also choose additional managing directors. Any number of offices may be held by the same person, unless the articles of association otherwise provide.
Managing Directors. Except as specifically set forth in Section 3.4, the management and policy-making functions of the Company shall reside in a board (the "Board") composed of four individuals (each, a "Managing Director") to be elected annually and who shall serve until their successors are elected and qualified. Such Managing Directors shall be elected by unanimous Vote of the Members. Members included in the TCI Shareholder Group shall be entitled to nominate two Managing Directors ("TCI Directors") and Members included in the MediaOne Shareholder Group shall be entitled to nominate the other two Managing Directors ("MediaOne Directors"). Each Member agrees to Vote all of its Ownership Interest in any election of Managing Directors in favor of the Persons nominated in accordance with the preceding sentence. Upon the occurrence of a vacancy in the Board, the Member who nominated the Managing Director in respect of whom such vacancy exists may nominate a replacement, and the Members shall Vote in favor of such replacement, who shall serve until such replacement Managing Director's successor is elected.
Managing Directors. Except as specifically set forth in Section 3.4, the management and policy-making functions of the Company shall reside in a board (the "Board") composed of four individuals (each, a "Managing Director") to be elected annually and who shall serve until their successors are elected and qualified. Such Managing Directors shall be elected by unanimous Vote of the Members. Members included in the Liberty Shareholder Group shall be entitled to nominate two Managing Directors ("Liberty Directors") and Members included in the Microsoft Shareholder Group shall be entitled to nominate the other two Managing Directors ("Microsoft Directors"). Each Member agrees to Vote all of its Ownership Interest in any election of Managing Directors in favor of the Persons nominated in accordance with the preceding sentence. Upon the occurrence of a vacancy in the Board, the Member who nominated the Managing Director in respect of whom such vacancy exists may nominate a replacement, and the Members shall Vote in favor of such replacement, who shall serve until such replacement Managing Director's successor is elected.
Managing Directors. This Section 6 is only applicable to Participants who are Managing Directors as of the Grant Date, including those who are terminated pursuant to any of the termination events described in Section 4. In consideration of the grant of RSUs under this Award Agreement, as well as all other awards granted by the Company to you under the Plan, and in consideration of the economic benefits derivable by you therefrom, you agree to be bound by, and to comply with, the restrictive covenants set forth in Exhibit B. In the event you violate any of the restrictive covenants set forth in Exhibit B, (a) prior to or on the Vesting Date, you will forfeit the RSUs outstanding as of the date of such violation or (b) after the Vesting Date, but prior to or on the expiry date of the restrictive covenants set forth in Exhibit B, you will promptly deliver to the Company all Shares acquired upon conversion of the RSUs (or, to the extent you no longer hold such Shares, you will pay to the Company an amount on a gross basis equal to the Fair Market Value of any such Shares on the date the Shares were delivered to you). You may be required to provide MSCI with a written certification or other evidence that it deems appropriate, in its sole discretion, to confirm that you have not violated any of the restrictive covenants set forth in Exhibit B.
Managing Directors. (a) The Board shall have the power to promote or appoint individuals to be managing directors of the Company (each, a “Managing Director”) and may from time to time make such promotions or appointments. Notwithstanding the foregoing, each individual listed on Schedule 6.4 shall be a Managing Director of the Company, effective upon the consummation of such individual’s contribution of his or her Initial Capital to the Company pursuant to such individual’s Management Service Agreement and execution of such person’s Acknowledgement or, if applicable, the execution of a Phantom Acknowledgement or LAML Phantom Acknowledgement. Managing Directors shall participate in the management and operations of the Company, subject to the control of the Board and the powers specifically granted in Section 5.1 to the Managing Directors Special Committee and pursuant to Section 6.1 to the Co-CEOs, and shall have the power to bind the Company. The Company shall provide each Managing Director periodic financial reports, which may be unaudited unless audited reports are available, not less frequently than quarterly, showing the financial condition and performance of the Company. The Board may (i) revoke any appointment of a Managing Director pursuant to this Section 6.4 or remove any Managing Director at any time with or without cause or (ii) designate any Managing Director a limited managing director (a “Limited Managing Director”) at any time with or without cause. Limited Managing Directors shall not participate in the management and operations of the Company or have the power to bind the Company, and may not be elected or appointed to serve on the Managing Directors Special Committee.
Managing Directors. 90. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors (or any equivalent position(s) howsoever described) of the Company and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places. Appointment of Managing Directors.
Managing Directors. Unless otherwise determined by unanimous written consent of the Members, the Company shall have at least one, but no more than two, Managing Director(s), who may be, but is not required to be, a Member, Director, person and/or entity. The Managing Director(s) shall manage and control the day-to-day operations of the business and affairs of the Company pursuant to a management agreement, and to do all things necessary or convenient to carry out the business and affairs of the Company, subject in all cases to the authority of the Board of Directors and the limitations set forth in Section 6.4 of this Agreement. The Managing Director(s) shall have the duties set forth in this Section 6.3 and such other duties as may be assigned to him, her or it from time to time by the Board of Directors. The Managing Director(s) shall be appointed by unanimous written consent of the Members, and initially shall be Binder and Xxxxxx, who each will be required to execute an initial management agreement approved by the Board of Directors. Any Managing Director of the Company may be terminated by unanimous consent of the Company’s Directors (not counting, for such purposes, any Director who, in his capacity as Managing Director, is facing termination pursuant to this provision).
