BASIC PRINCIPLES OF THE COMPANY Sample Clauses

BASIC PRINCIPLES OF THE COMPANY. The Shareholders agree to exercise their respective voting rights within the scope of the Shareholders’ Agreement herein, so as to follow the general and managerial principles of the business of TELE NORTE LESTE, TELEMAR and/or its Relevant Subsidiaries provided for in the General Shareholders’ Agreement.
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BASIC PRINCIPLES OF THE COMPANY. 2.1. The Parties agree to exercise their respective voting rights at the Company’s General Meetings so that: 2.1.1. The Company has as its corporate purpose to hold an interest in the capital stock of TELE NORTE LESTE, having authority, through TELE NORTE LESTE and other subsidiaries, to: (i) exercise control of companies operating conventional (landline) telephone utility services and mobile telephone services (“SMP - Personal Mobile Service”), pursuant to the laws in force; (ii) promote, through subsidiaries or affiliated companies, the expansion and implementation of telecommunication services, in its respective areas of concession, authorization or permit; (iii) promote, carry out or guide fund raising from internal or external sources to be used by TELE NORTE LESTE, by TELEMAR and by Relevant Subsidiaries;
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BASIC PRINCIPLES OF THE COMPANY. 2.1. The Parties agree to exercise their respective voting rights at the Company’s General Meetings so that: 2.1.1. The Company has as its corporate purpose to hold an interest in the capital stock of TELE NORTE LESTE, having authority, through TELE NORTE LESTE and other subsidiaries, to: (i) exercise control of companies operating conventional (landline) telephone utility services and mobile telephone services (“SMP - Personal Mobile Service”), pursuant to the laws in force; (ii) promote, through subsidiaries or affiliated companies, the expansion and implementation of telecommunication services, in its respective areas of concession, authorization or permit; (iii) promote, carry out or guide fund raising from internal or external sources to be used by TELE NORTE LESTE, by TELEMAR and by Relevant Subsidiaries; (iv) promote and encourage studies and research seeking the development of the telecommunications sector; (v) perform, through subsidiaries or affiliated companies, specialized technical services related to the telecommunications area; (vi) promote, encourage and coordinate, through its subsidiaries or affiliated companies, the training of staff required by the telecommunications sector; (vii) carry out or promote imports of goods and services to its subsidiaries or affiliated companies; (viii) exercise other activities related to its corporate purpose; and (ix) hold interest in the capital of other companies. 2.1.2. The Company ensures that: (a) the business management of its Relevant Subsidiaries is performed by experienced, independent and trained professionals with the required qualifications for the positions they hold, being these requirements also applied to the employees of its Relevant Subsidiaries. Any employment relationship or any other form of professional relationship existing between the Shareholders, their controlling parties and the executive officers of the Relevant Subsidiaries shall be fully extinguished before they take office; (b) the strategic decisions of TELE NORTE LESTE, TELEMAR and its Subsidiaries are always based on the best interest of these companies; (c) any business relationship of the Parties with TELE NORTE LESTE, TELEMAR or its Relevant Subsidiaries is always conducted according to market conditions; (d) the strategic decisions concerning TELE NORTE LESTE, TELEMAR or its Relevant Subsidiaries have as basic purposes the maintenance and growth of its main business, the development of new projects, the increase of th...
Sample 1
BASIC PRINCIPLES OF THE COMPANY. 2.1. This Agreement has the purpose of disciplining the relations between the Shareholders in their capacity as holders of Shares of the Company, thereby establishing the terms and conditions to which certain matters of interest to the Company shall be conducted, as established in this Agreement and in its By-laws. For such purpose, the Shareholders hereby covenant that the following basic principles shall serve as guidelines for the manner of action of the Shareholders of the Company during the term of effectiveness of this Agreement: (a) the equity control of the Company shall be exercised in a shared form between, on the one part, SENDAS, and, on the other part, CBD Companies; (b) to elect a Board of Directors and Executive Committees, so as to ensure for the Shareholders efficient mechanisms for the monitoring of the Company’s performance, by adopting the best corporate governance practices; (c) to maintain and enhance the identity of the Company as a Company that is active in the retail market of the State of Rio de Janeiro and, in the future in the State of Espírito Santo, through multi-format stores; (d) CBD shall be fully responsible for the operating and administrative management of the Company, having complete freedom to take decisions concerning the day-to-day operations of the Company’s stores, with the direct management of the businesses being assigned to experienced professionals having flawless reputation and renowned technical competence and who have the necessary qualifications for performance in their respective positions; (e) strategic decisions concerning the Company as well as the human resources policy shall always be oriented to the best interests of the Company; (f) management of the Company shall always seek levels of profitability, efficiency, productivity and competitiveness that are compatible with best practices in the relevant field of business, thereby ensuring the continuity of its operations; and (g) any business relations between the Shareholders and the Company shall always be conducted and performed on market-based conditions. 2.2. Each one of the Shareholders undertakes to exercise its voting rights in the Company’s shareholders meetings, as well as ensure that its representatives on the Company’s Board of Directors act and vote in the relevant body, always in a form that can ensure observance of the basic principles established in item 2.1 above and the compliance with all of the other terms of this Agreement, and any ...
Sample 1
BASIC PRINCIPLES OF THE COMPANY. This Agreement has the purpose of disciplining the relations between the Shareholders in their capacity as holders of Shares of the Company, thereby establishing the terms and conditions to which certain matters of interest to the Company shall be conducted, as established in this Agreement and in its By-laws. For such purpose, the Shareholders hereby covenant that the following basic principles shall serve as guidelines for the manner of action of the Shareholders of the Company during the term of effectiveness of this Agreement:
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BASIC PRINCIPLES OF THE COMPANY 
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Related to BASIC PRINCIPLES OF THE COMPANY

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Cost Principles The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

  • Purposes of the Company The Company has been organized to engage in any lawful act or activity for which a Delaware limited liability company may be formed.

  • Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof. 2. The objectives of the EEA Financial Mechanism 2014-2021 shall be pursued in the framework of close co-operation between the Donor States and the Beneficiary State. The Parties agree to apply the highest degree of transparency, accountability and cost efficiency as well as the principles of good governance, partnership and multi-level governance, sustainable development, gender equality and equal opportunities in all implementation phases of the EEA Financial Mechanism 2014-2021. 3. The Beneficiary State shall take proactive steps in order to ensure adherence to these principles at all levels involved in the implementation of the EEA Financial Mechanism 2014-2021. 4. No later than 31/12/2020, the Parties to this Memorandum of Understanding shall review progress in the implementation of this Memorandum of Understanding and thereafter agree on reallocations within and between the programmes, where appropriate. The conclusion of this review shall be taken into account by the National Focal Point when submitting the proposal on the reallocation of the reserve referred to in Article 1.11 of the Regulation.

  • General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

  • Expenses of the Company Except as expressly otherwise provided in this Agreement, the Company shall pay all its expenses, and, without limiting the generality of the foregoing, it is specifically agreed that the following expenses of the Company shall be paid by the Company and shall not be paid by the Manager: (a) the cost of borrowed money; (b) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company; (c) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s securities on the Stock Exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (d) expenses of organizing, restructuring, reorganizing or liquidating the Company, or of revising, amending, converting or modifying the Company’s organizational documents; (e) fees and travel and other expenses paid to Trustees and officers of the Company in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company; (f) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 15 above; (g) all insurance costs incurred in connection with the Company (including officer and trustee liability insurance) or in connection with any officer and trustee indemnity agreement to which the Company is a party; (h) expenses connected with payments of dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company; (i) all expenses connected with communications to holders of securities of the Company and other bookkeeping and clerical work necessary to maintaining relations with holders of securities, including the cost of any transfer agent, the cost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s securities; (j) legal, accounting and auditing fees and expenses, other than those described in subsection (c) above; (k) filing and recording fees for regulatory or governmental filings, approvals and notices to the extent not otherwise covered by any of the foregoing items of this Section 16; (l) expenses relating to any office or office facilities maintained by the Company separate from the office of the Manager; and (m) the costs and expenses of all equity award or compensation plans or arrangements established by the Company, including the value of awards made by the Company to the Manager or its employees, if any, and payment of any employment or withholding taxes in connection therewith.

  • Operating Principles During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), (i) in the ordinary course of business, (ii) in compliance with applicable Law in all material respects, (iii) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites and (iv) in a manner that shall not be less than the general standard of care in the tower industry. Without limiting the generality of the foregoing, during the Term of a Site, except as expressly permitted by the terms of this Agreement, Tower Operator shall not without the prior written consent of the AT&T Lessors (A) manage, operate or maintain such Site in a manner that would (x) diminish the expected residual value of such Site in any material respect or shorten the expected remaining economic life of such Site, in each case determined as of the expiration of the Term of such Site, or (y) cause such Site or a substantial portion of such Site to become “limited use property” within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site) or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by the collocator under such Collocation Agreement) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents.

  • Employees of the Company During the Restricted Period and thereafter for as long as the Executive shall remain an employee of or consultant to the Company, the Executive shall not, directly or indirectly, hire or solicit any employee or independent sales agent of the Company away from the Company or encourage any such employee or agent to leave such employment.

  • DUTIES OF THE COMPANY The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with full and complete copies of all stockholder reports; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services.

  • Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

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