APPROVAL OR DIRECTION OF THE COMPANY Sample Clauses

APPROVAL OR DIRECTION OF THE COMPANY. (a) Regardless of the effect of Sections 4.1 and 4.2, the Company may direct the investment of the Trust Fund or may appoint an Investment Manager to direct investment of the Trust Fund but only if the Company (i) notifies the Trustee, in writing that it will direct investments or has appointed an Investment Manager and (ii) the Company, or the Investment Manager if appropriate, agrees to give the Trustee written investment direction in a manner acceptable to the Trustee. If this is done, the Trustee will not be responsible to invest or otherwise manage any portion of the Trust Fund that is subject to the investment direction of the Company or the Investment Manager and will not be liable, in any respect for any investment decision made by the Company or the Investment Manager, whichever is appropriate or for the selection of the Investment Manager. However, in the absence of a written investment direction, the Trustee may, in its discretion, invest available cash in a short term fund until specific written directions are received. Also, the Trustee may not implement any investment direction which is not given in the prescribed form and format. (b) Any instructions received from the Company or an Investment Manager under this Section (including the appointment of an Investment Manager and any investment directions received) will remain in effect and will be binding until they are revoked or amended in writing and delivered to the Trustee. (c) The Trustee is not responsible for the propriety of any directed investment and will not be required to consult with or advise the Company or any Investment Manager regarding the investment quality of any directed investment. However, regardless of any directions received, the Trustee is not required to apply any portion of the Trust Fund to any transaction that the Trustee knows is a prohibited transaction as defined in ERISA Section 406 unless the party giving the direction certifies to the Trustee, in writing, that a statutory or administrative exemption from the prohibited transaction rules applies to the transaction. Also, the Trustee may rely on that certification and will be under no duty to inquire into its validity, applicability, or availability. (d) The Trustee is not responsible for and the Company agrees to indemnify and hold the Trustee harmless against any loss that may result from complying with any direction given under the terms of this Section. (e) The Trustee will retain custody of any securities o...
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Related to APPROVAL OR DIRECTION OF THE COMPANY

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Decision of the Board The decision of the majority shall be the decision of the Board. Where there is no majority decision, the decision of the Chairperson shall be the decision of the Board. The decision of the Board of Arbitration shall be final, binding and enforceable on all parties, and may not be changed. The Board of Arbitration shall not have the power to change this Agreement or to alter, modify or amend any of its provisions. However, the Board shall have the power to dispose of a grievance by any arrangement which it deems just and equitable.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Duration of the Company The Company shall continue in perpetuity unless terminated sooner by operation of law or by decision of the Member.

  • Authorization of this Agreement This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

  • APPROVAL OF GENERAL COMMUNICATIONS Competitive Supplier shall cooperate with and assist the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this Agreement or the Program. Competitive Supplier shall, prior to sending any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to a specific complaint or communication of an individual consumer), provide a copy of such General Communication to the Town for its review (for consistency with the Town’s purposes and goals) and approval. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate, or likely to mislead provided, however, that: (i) the communication shall be deemed approved if the Town fails to respond within ten (10) Business Days, and (ii) no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) that has been approved by the Department, the DOER; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) or (b) above shall require advanced review and approval by the Town; and (iii) no approval or lack of approval shall relieve the Competitive Supplier of its obligations and responsibility for its actions and omissions under this Agreement, or other than as set forth in sub-clause ‘i’ of this Section 7.6, result in a waiver of any rights, remedies or defenses of the Town. The Town may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Town.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

  • Continuing Jurisdiction of the Court The Parties agree that, after entry of Judgment, the Court will retain jurisdiction over the Parties, Action, and the Settlement solely for purposes of (i) enforcing this Agreement and/or Judgment, (ii) addressing settlement administration matters, and (iii) addressing such post-Judgment matters as are permitted by law.

  • Examination of the Right Agreement A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his, her or its Right for inspection by it.

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