Administration of the Company. 4.1 Form-A-Co will not be liable for any failure on its part to comply wholly or partly with any instruction, request or advice which is not in writing and shall not be responsible for any non-receipt thereof or any errors or ambiguity therein or any lack of authority on the part of the person giving or making the same.
4.2 Form-A-Co will be entitled to comply with all legal requirements to disclose information relating to the Client and/or the Company at the request of judicial, governmental and administrative or regulatory bodies in Gibraltar or elsewhere.
4.3 Form-A-Co undertakes to use all reasonable endeavours to keep confidential information belonging to the Client and the Company. Form-A-Co, however, reserves the right to act for other clients notwithstanding the fact that other clients may be competitors of either the Client or the Company.
4.4 In providing the Services, Form-A-Co may share information concerning the Client and/or the Company and its business activities with other firms or companies associated with Form-A-Co, its auditors and its legal advisors and the Client consents to the Form-A-Co making such disclosures.
4.5 Nothing in this Agreement shall be construed as requiring Form-A-Co to take any legal action in regard to the affairs of the Client, the Company or otherwise while any decision whether to take any such legal action will at all times remain in the absolute discretion of Form-A-Co. Form-A-Co will take no such legal action unless fully indemnified to its reasonable satisfaction in respect of all costs and liabilities that may be incurred by Form-A- Co or suffered by it in respect of such action. If the Client requires Form-A-Co to take any action of whatsoever nature which in the reasonable opinion of Form-A-Co might make it liable for the payment of money or liable in any other way it shall be and be kept indemnified in any reasonable amount and form satisfactory to it as a pre-requisite to taking such action. Notwithstanding the above, Form-A-Co shall have the right to take any positive actions it regards as reasonable to protect its own position and the position of the Company.
4.6 In the event that:
4.6.1 any demand is made against the Company for payment of any sum due either to Form-A-Co or to a third party, including but not limited to any taxes, duties, fees or other governmental or state impositions and such payment has not been made; or
4.6.2 Form-A-Co requires assistance or information from the Client and has been ...
Administration of the Company. 7.6.1 So long as they are Managers and the provisions of this Agreement for compensation and reimbursement of expenses of the Managers are observed, the Managers shall have the responsibility of providing administrative and executive support, advice, consultation, analysis and supervision with respect to the functions of the Company on a commercially reasonable basis. In this regard, the Managers may retain the services of such Affiliates or unaffiliated parties as the Managers may deem appropriate to provide management and financial consultation and advice, and may enter into agreements for the management and operation of Company assets.
7.6.2 The Administrative Manager shall have the obligation to (i) manage the day to day operations of the Company and (ii) comply with the obligations specifically allocated to the Administrative Manager in this Agreement.
Administration of the Company. Cottonwood Residential shall have the responsibility of providing administrative and executive support, advice, consultation, analysis and supervision with respect to the functions of the Company on a commercially reasonable basis. Cottonwood Residential will be required to provide the Company with strategic advice regarding the acquisition, financing, management, improvement, leasing and disposition of the Project and to provide the Company with access to all employees and other resources of Cottonwood Residential that is necessary and reasonable to execute the foregoing.
Administration of the Company. 17.1 Subject always to the overriding control of the Company Board and the Kibali Board, the business and affairs of the Company and, to the extent possible, Kibali will be administered by the Operator, on the basis of and in accordance with the provisions of the Operator Agreement. The Parties acknowledge that the Kibali JVA does not currently contemplate Kibali being managed by an operator, but agree that they will propose through the Kibali Board that Kibali enter into the Operator Agreement or an agreement on substantially similar terms with the Operator to ensure that the Project will be developed in the most efficient manner.
17.2 In carrying out its administration duties, the Operator shall ensure and procure that at all times:
17.2.1 it will comply with the provisions of this Agreement (including the Operator Agreement included as Schedule 1 to this Agreement);
17.2.2 the Company complies with the provisions of this Agreement and (through its subsidiaries) with the provisions of the Kibali JVA and with any resolution of the Company Board and/or shareholders’ resolutions properly passed;
17.2.3 the Company and Kibali shall comply with their statutory obligations (including obligations in favour of all and any relevant revenue authorities) as well as any other material obligation to any person and, without derogating from the provisions hereof, that the Company and Kibali cause their books to be audited and comply with all the provisions of the laws of Jersey and the Democratic Republic of the Congo; and
17.2.4 the business and affairs of the Company and Kibali are carried on in a prudent, efficient, diligent and conservative manner, which includes sound corporate governance.
17.3 If the Percentage Interest of the Party that is the Operator is 45% or less, the other Party shall have the right to immediately become the Operator without compensation to the then existing Operator.
17.4 If:
17.4.1 there is a Change of Control of a Party, or if applicable an Affiliate of a Party, pursuant to clause 23.17A in either case that is the then current Operator; or
17.4.2 the Operator ceases to be controlled by AngloGold or RRL (as the context requires) pursuant to clause 23.17A, then the Non-Operating Party (or one of its Affiliates) shall have the right to immediately become the Operator without compensation to the then existing Operator.
17.5 If a Party that is the Operator sells, disposes of, alienates or transfers its shares in the Company subject to the pro...
Administration of the Company. So long as it is the Manager and the provisions of this Agreement for compensation and reimbursement of expenses of the Manager are observed, the Manager shall have the responsibility of providing continuing administrative and executive support, advice, consultation, analysis, and supervision with respect to the functions of the Company, including decisions regarding the sale or refinancing or other disposition of Portfolio Investments, and assuring the Company’s compliance with federal, state and local regulatory requirements and procedures. In this regard, the Manager may retain the services of such Affiliates or unaffiliated parties as the Manager may deem appropriate to provide management and financial consultation and advice, and may enter into agreements for the management and operation of Company assets.
Administration of the Company. 5.1.1 Following the acquisition of Activein Ltd. the Board shall consist of Mr. Boaz Dor, Ms. Anat Segal, Mr. Xxxxx Kyiet, Xx. Xxxx Xxxxxx and Mr. Axx Xxxx. In the event Boaz Dor resigns as a director, Mr. Dor can designate his replacement on the Board of Directors. Xenia has the right to remove Anat Segal, and/or Avi Lior as dirxxxxxx xxd to designate the replacement on the Board of Directors of any director so removed. The Founders have the right to remove Eitan Kyiet, and/or Ilan Shalev as directors and to desxxxxxx xxx replacement on the Board of Directors of any director so removed. In all cases the right to appoint a director shall include the right to remove and replace such director. Appointments, removals and replacements shall be effected by furnishing written notification to the Company, signed by the Shareholder with the right to appoint the director. Any notice regarding the appointment, removal or replacement of a director shall be delivered to the Company in writing, and shall become effective on the date fixed in such notice, or upon the delivery thereof to the Company, whichever is later.
5.1.2 The presence of a majority of the directors shall constitute a quorum for meetings of the board.
5.1.3 Any one director or Shareholders holding more than 10% of the voting power in the Company may call a meeting of the Board of directors of the Company, and the chairman of the Board shall call such a meeting upon such request. The Company shall ensure that there shall be at least 4 Board meetings per year.
Administration of the Company. 1. The Board of Directors shall have the competencies that, notwithstanding legal provisions, are specified in the By-laws, Regulations of the Board of Directors and other applicable provisions in the Corporate Governance Standards.
2. The Regulations of the Board of Directors shall consider the principles and standards provided in the most well-recognized recommendations on good corporate governance, particularly those which are promoted by regulatory bodies, notwithstanding their adaptations to the specifics of the Company.
Administration of the Company. (a) The holders of a majority in nominal value of A Shares shall be entitled to nominate a person to act as the secretary of the Company, and to remove and replace its appointee by notice in writing to the Company from time to time.
(b) All meetings, minutes, proceedings and documents relating to the Company (including all Board of Directors Meetings, Board of Commissioners Meetings and meetings of members, and any notices convening or relating to the same) shall be prepared and conducted (as the case may be) in the English language. For meetings where resolutions, or minutes, thereof are required to be approved, recorded or notified to the MOLHR or other relevant Indonesian governmental authorities, the Bahasa Indonesia versions of such resolution shall also be prepared and executed if Indonesian law requires. As between the parties, if there is any discrepancy between the English and Bahasa Indonesia versions of any resolution or minutes of meeting, the English version shall prevail.
(c) The Company shall take out and maintain in force a D&O insurance policy on customary terms in respect of each Director, Commissioner and secretary of the Company for the duration of their appointment.
Administration of the Company. The Shareholders shall cause the Company to establish its principal executive offices in New York City or elsewhere in the United States, responsible for the Company’s ultimate administration, financial reporting and control functions, including preparation of reports to the Securities and Exchange Commission and other regulatory authorities, and the Shareholders shall cause all levels of the Company and its subsidiaries to report up to such principal executive offices.
Administration of the Company. So long as it is the Manager and the provisions of this Agreement for compensation and reimbursement of expenses of the Manager are observed, the Manager shall have the responsibility of providing continuing administrative and executive support, advice, consultation, analysis and supervision with respect to the functions of the Company, including decisions regarding the sale or refinancing or other disposition of Properties, and compliance with federal, state and local regulatory requirements and procedures. In this regard, the Manager may retain the services of such Affiliates or unaffiliated parties as the Manager may deem appropriate to provide management and financial consultation and advice, and may enter into agreements for the management and operation of Company assets.
