Board Reserved Matter definition

Board Reserved Matter has the meaning given to it in Section 2.5(a);
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Board Reserved Matter means a matter listed in Schedule 2; "Breach Notice" has the meaning given to it in clause 28.1;
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Board Reserved Matter means a matter listed in Schedule 6;
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Examples of Board Reserved Matter in a sentence

  • The Board may delegate certain authorities in relation to operation of the day to day affairs of the Company to a corporate secretary of the Company (save for any Board Reserved Matter).

  • Reference Shareholder Board Reserved Matter on health and safety, non-discrimination and any other policies which could impact/ are potentially material relevant to the statutory liability of its directors.

  • Save for resolutions concerning a Board Reserved Matter, a resolution in writing, signed by a simple majority of Directors for the time being entitled to receive notice of a Board Meeting, shall be as effective as a resolution passed at a Board Meeting duly convened and held in accordance with this Constitution, and may consist of several documents in the like form each signed by one or more of the Directors.

  • Where the total number of appointed Directors is seven (7), the quorum at such reconvened meeting where the business to be conducted includes a Board Reserved Matter shall be any four (4) Directors (including the AXA Director and the AFFIN Director), or any four (4) Directors if the meeting does not include a Board Reserved Matter.

  • The terms and conditions of the ESOP, and any amendments or revisions thereto, as well as the grant of any options thereunder, shall be determined by the Remuneration Committee, recommended to the Board and approved as a Board Reserved Matter; provided, that (i) any increase of the size of the Option Pool or (ii) any grant of any options exceeding (x) twenty per cent.

  • Each of the draft Annual Business Plans and Annual Budgets prepared by the Asset Manager in respect of any Financial Year must then be approved as a Board Reserved Matter at a meeting to be held no later than one (1) month before the beginning of the relevant Financial Year.

  • Pursuant to the terms of this Agreement and as the Board may determine, the GM may make any decision for day-to-day management of, and administration services to, the Company that is not designated as a Board Reserved Matter in this Agreement, as long as and to the extent permitted allowed by applicable law and the short-term and long-term Business Plan and the Annual Budget to be designated and approved by the Board from time to time in accordance with this Agreement.

  • Likewise, the Board of Directors may establish other advisory Committees (as a Board Reserved Matter).

  • Regardless of the construction involved, all projects are district projects.

  • These By-Laws may be amended at any time at the sole discretion of the Board acting by Board Reserved Matter.


More Definitions of Board Reserved Matter

Board Reserved Matter has the meaning ascribed to it in Section 6.5.
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Board Reserved Matter means each of the matters set out in Part A (Board Reserved Matters) of Schedule 1 (Reserved Matters);
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Board Reserved Matter has the meaning ascribed to the same term in Article 45.1.
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Board Reserved Matter means any of the matters set out in Clause 3.2.
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Related to Board Reserved Matter

  • Board Resolutions means the board resolutions to be signed by us (where we are a company) pursuant to the opening of our Account(s) with you.

  • Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

  • Guarantor’s Board Resolution means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Guarantor to have been duly adopted by the Guarantor's Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.

  • Freeboard ratio means the freeboard height divided by the width of the degreaser.

  • Board Rules means the administrative rules and regulations promulgated by the

  • Landlord Reserve means, as to each location at which a Borrower has Inventory or books and records located and as to which a Collateral Access Agreement has not been received by Agent, a reserve in an amount equal to the greater of (a) the number of months' rent for which the landlord will have, under applicable law, a Lien in the Inventory of such Borrower to secure the payment of rent or other amounts under the lease relative to such location, or (b) 3 months' rent under the lease relative to such location.

  • Yard, Rear means a yard extending across the full width of a lot between the rear lot line and the nearest wall of any main building or structure on the lot.

  • Required Reserves at any time means the sum of (a) the Yield Reserve, plus (b) the Servicing Fee Reserve, plus (c) the greater of (i) the sum of the Loss Reserve Ratio and the Dilution Reserve Percentage and (ii) the Minimum Percentage, each as in effect at such time, multiplied by the Net Pool Balance on such date.

  • COVID-19 case means a person who:

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Guarantor’s Officers’ Certificate means, with respect to any Guarantor, a certificate signed by any two of the following: a Chairman of the Board, a Chief Executive Officer, a President, a Vice President, a Treasurer, an Assistant Treasurer, a Secretary or an Assistant Secretary of such Guarantor, or any other officer or officers of such Guarantor designated in a writing by or pursuant to authority of such Guarantor’s Board of Directors and delivered to the Trustee from time to time.

  • Officer’s Certificate A certificate signed by the Chairman of the Board, Vice Chairman of the Board, President or a Vice President and by the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant Secretaries, or any other duly authorized officer of the Depositor or the Servicer, as the case may be, and delivered to the Trustee.

  • Acquisition Target means any Person becoming a Subsidiary of the Company after the date hereof; any Person that is merged into or consolidated with the Company or any Subsidiary of the Company after the date hereof; or any Person with respect to which all or a substantial part of that Person’s assets are acquired by the Company or any Subsidiary of the Company after the date hereof.

  • Multiple Series Single Limb Extraordinary Resolution means a resolution considered at separate Meetings of the holders of each affected series of Debt Securities Capable of Aggregation, duly convened and held in accordance with the procedures prescribed by the Issuer and the Fiscal Agent pursuant to Condition 12(a) (Convening Meetings of Noteholders; Conduct of Meetings of Noteholders; Written Resolutions), as supplemented if necessary, which is passed by a majority of at least 75 per cent. of the aggregate principal amount of the outstanding debt securities of all affected series of Debt Securities Capable of Aggregation (taken in aggregate).

  • Disposed EBITDA means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business or Converted Unrestricted Subsidiary and its respective Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary, as the case may be.

  • road reserve ’ means the area contained within the statutory width of a road, and includes roadways, shoulders and sidewalks and the airspace above such roadways, shoulders and sidewalks and all other areas within the road reserve boundary;

  • Converted Unrestricted Subsidiary has the meaning specified in the definition of “Consolidated EBITDA.”

  • Consolidated Adjusted EBITDA means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum, without duplication of amounts for:

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Adjusted Consolidated EBITDA means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.

  • First Liquidation Target Amount has the meaning assigned to such term in Section 6.1(c)(i)(D).

  • Affiliate Transactions has the meaning set forth in Section 4.11 (“Transactions with Affiliates”).

  • Acquired EBITDA means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

  • Underwritten Net Cash Flow means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94.0%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C)