Approvals by the Supervisory Board Sample Clauses

Approvals by the Supervisory Board. Any resolution by the Management Board with respect to the matters described below or any other matters the Supervisory Board deems necessary in its own discretion (the “Supervisory Board Approval Matters”) shall require the approval by the Supervisory Board, in the absence of which approval any such resolution shall be void: (a) implementation of an Employee Stock Option Plan and granting any rights thereunder; (b) appointment of employees with a yearly base salary in excess of EUR 125,000, or a lower amount determined by the Supervisory Board; (c) disposal or acquisition of any securities in the capital of any other company or establishment of any new branch or subsidiary of the Company; (d) exercise of voting rights in the shareholders’ meeting of any subsidiary or affiliate, if any; (e) conduct of any litigation with a financial interest exceeding EUR 150,000 on behalf of the Company, or a lower amount determined by the Supervisory Board; (f) entering into a guarantee or indemnity or otherwise committing the Company for an amount exceeding 100,000, or a lower amount determined by the Supervisory Board (other than in the ordinary course of business); (g) provision of any loan or advance or any credit (other than in the ordinary course of business) to any person; (h) changing the accounting policies; (i) any transaction relating to intellectual property rights owned, co-owned or controlled by the Company and/or any of the Subsidiaries (including without limitation, the intellectual property rights licensed by the Company and/or any of the Subsidiaries from Leiden University Medical Centre); (j) any transaction relating to intellectual property rights owned, co-owned or controlled by a third party (including, without limitation, inlicensing); (k) any material modification to the license agreement between the Company and/or any of the Subsidiaries and Leiden University Medical Centre; (l) undertaking any such legal acts as will be determined and clearly defined by the Supervisory Board and notified to the Management Board in writing; (m) engagement in any new line of business or jurisdiction where the Company is managed and controlled; (n) approval of the annual budget and any non-budgeted expenses in excess of EUR 150,000, or a lower amount determined by the Supervisory Board; (o) entering into any transactions with related parties; (p) entering into any agreements, contracts or arrangements that are not of an at arm’s length nature; and (q) establishment...
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Approvals by the Supervisory Board. Any resolution by the Management Board with respect to the matters described below or any other matters the Supervisory Board deems necessary in its own discretion and put in writing and informing the Management Board thereof (the “Supervisory Board Approval Matters”) shall require Requisite Board Approval, in the absence of which approval no action shall be made to carry out such resolution: (i) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Supervisory Board; (ii) enter into or permit any guarantee or indemnity or otherwise commit the Company in respect of the payment of money, or the performance of any contract by any other person (other than in the ordinary course of business); (iii) incur any aggregate indebtedness in excess of €50,000 that is not already included in a Supervisory Board-approved budget, other than trade credit incurred in the ordinary course of business; (iv) incur any indebtedness for borrowed money or grant, create or permit the imposition of any lien, charge, security interest or other encumbrance upon any of the assets or properties of the Company or any subsidiary or guaranty or provide surety for the obligations of any third party, other than (a) ordinary course trade payables, (b) financings of budgeted capital expenditures reflected in annual budgets approved by the Supervisory Board and (c) not more than €1,000,000 of traditional working capital financing from commercial lenders based on a borrowing base and secured only by the Company’s accounts receivable; (v) enter into or be a party to any transaction with any director, or officer of the Company or any related party, or enter into any contracts, agreements or arrangements which are not at arm’s length nature; (vi) entering into agreements with related parties; (vii) appointment of an investment banker or M&A adviser; (viii) hire, fire, or change the compensation of the executive officers, including approving any option plans; (ix) approve or materially modify the annual budget, any clinical plan or change the principal business or strategy of the Company, enter new lines of business, or exit the current line of business; (x) sell, transfer, license, pledge or encumber technology or intellectual property, other than licenses granted in the ordinary course of business; (xi) dispose or acquire any ass...
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Related to Approvals by the Supervisory Board

  • Action by the Superintendent The Superintendent shall determine which of the alternative courses of action is proper and shall take appropriate action to implement such determination.

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • Approval by the Board Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Cooperation with supervisory authorities 1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law. 2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law. 3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

  • Professional Development Committee There shall be a Professional Development Committee composed of two (2) members of the Association one of whom shall be the Bargaining Unit President or designate and two (2) representatives of the Hospital one of whom shall be the Chief Nursing Officer or designate and one human resources representative.

  • Appointment of the Sub-Adviser The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Portfolio, subject to the supervision and oversight of the Adviser and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser except as expressly authorized in this Agreement or another writing by the Trust, the Adviser and the Sub-Adviser.

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