Approval of Remuneration Sample Clauses

Approval of Remuneration. In the event that the Company shall be a publicly held within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and the Executive is a covered employee with remuneration (within the meaning of such Code section) for the fiscal year of the Company expected to exceed $1,000,000, then, to the extent that the incentive bonus anticipated for such fiscal year payable to the Executive pursuant to Section 2.2 or any additional performance based compensation payable to the Executive pursuant to Section 2.1 (other than Base Salary and increases to Base Salary as provided in Section 2.1) (collectively "Performance Compensation") when added together with the Executive's other remuneration from the Company for such fiscal year is expected to cause the total remuneration to the Executive for such fiscal year to exceed $1,000,000 ("Excess Remuneration"), the Company shall timely cause the procedures set forth below to be observed with respect to such Performance Compensation under Section 2.1 first and then with respect to such Performance Compensation under Section 2.2 for such fiscal year in an amount not to exceed to the lesser of (i) the Excess Remuneration for such fiscal year or (ii) the aggregate Performance Compensation for such fiscal year ("Excess Performance Compensation"). (a) The performance goals for such Excess Performance Compensation shall be determined and approved by a compensation committee of the Board of Directors of the Company which shall be compromised solely of two or more outside directors. (b) The material terms under which the Excess Performance Compensation is paid, including the performance goals, shall be disclosed to shareholders and approved by a majority of the vote in a separate shareholder vote before payment of such Excess Performance Compensation. (c) Before any payment of such Excess Performance Compensation, the compensation committee of the Board referred to in the preceding Section 2.3(a) certifies that the performance goals and any other material terms were in fact satisfied. The provisions of this Section 2.3 are intended to comply with and shall be interpreted in accordance with the requirements of Section 162(m) of the Code, and accordingly, if the Board and the Company follow the foregoing requirements and the Excess Performance Compensation shall be disapproved by the Board or the shareholders in accordance with said requirements, the Executive shall not be paid the Excess Performa...
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Approval of Remuneration. The total remuneration of board members for that period will then be determined by the Appointments, Performance Review and Value for Money Committee under delegation from the Governing Body of Auckland Council. That amount shall be the amount of the monetary sum payable to all the board members to be approved for that period, by council as shareholder in accordance with the constitution of POAL. The board acting under the constitution of POAL will then determine the amount of remuneration payable to each board member.
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Related to Approval of Remuneration

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Approval of Plan Approval of the Plan by the Commissioner of Internal Revenue as referred to in 17.1 means a continuing approval sufficient to establish that the Plan and related trust(s) are at all times qualified and exempt from income tax under Section 401(a) and other applicable provisions of the Internal Revenue Code of 1986, and that contributions made by the Company under the Plan are deductible for income tax purposes in accordance with law. The cognizant governmental authorities referred to in 17.1 include, without limitation, the Department of Labor, the Pension Benefit Guaranty Corporation and the Securities and Exchange Commission, and their approval means their confirmation with respect to any matter within their regulatory authority that the Plan does not conflict with applicable law.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • Approval of Plans Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant’s responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Approval of Bank Counsel All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank's counsel.

  • Proposing Integration Activities in the Planning Submission No integration activity described in section 6.3 may be proposed in a CAPS unless the Funder has consented, in writing, to its inclusion pursuant to the process set out in section 6.3(b).

  • Board Approval of Foreign Subcustodians Unless and except to the extent that the Board has delegated to the Custodian and the Custodian has accepted delegation of review of certain matters concerning the appointment of Subcustodians pursuant to Subsection 8.3, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of the Fund outside the United States, obtain written confirmation of the approval of the Board of Trustees or Directors of the Fund with respect to (a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such approval to be signed by an Authorized Person. An Instruction to open an account in a given country shall comprise authorization of the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Custodian shall not be required to make independent inquiry as to the authorization of the Fund to invest in such country.

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