BID MANAGEMENT. 5.1 The Investors will make all decisions with respect to the Offer unanimously. The decisions referred to in this clause 5.1 include (without limitation): 5.1.1 the decision in respect of the price to be paid for each Target Share under the Offer; 5.1.2 the decision as to whether to make the Offer and/or release the Announcement and the determination of the proposed timetable for the Offer; 5.1.3 any decision as to whether to have the Offer proceed by way of a Takeover Offer or a Scheme; 5.1.4 the posting of any formal offer or scheme documentation or any other document to be issued by Bidco (or for which Bidco is required to take responsibility in whole or in part) in connection with the Offer; 5.1.5 any declaration by or on behalf of Bidco that any Condition has been satisfied, that the Offer is unconditional as to acceptances or unconditional in all respects (where implemented by way of Takeover Offer rather than Scheme), or any waiver by or on behalf of Bidco of any one or more of the Conditions; 5.1.6 the structure or provider of any debt or equity finance for the Offer, including any amendment, modification or variation thereto; 5.1.7 any amendment, modification or variation to the structure of the Offer and the decision to take any action in relation to the lapse, termination or withdrawal of the Offer; 5.1.8 any application by or on behalf of Bidco to any antitrust or other regulatory authority in connection with the Offer and the giving of any undertaking or any other commitment to such authority in connection with any consent or approval sought or to be granted by such authority; 5.1.9 the giving of any approval, authorisation, consent, licence, permission or waiver required to be given by Bidco (or for which Bidco will otherwise be required to take responsibility in whole or in part) under or in connection with the Offer; 5.1.10 any amendment, variation or waiver of the consideration payable under, or any term or condition of, the Offer (other than as required by the Takeover Panel); and 5.1.11 any other material action in relation to the Offer. 5.2 The Investors will jointly agree on the timing and substance of any contact, discussion or agreement with management and the board of the Target, and any shareholders of the Target in connection with the Offer (save for any contact or discussions of an administrative or non-material nature, or contact which is required due to any board representation or observer seat of Ancala or Fiera representativ...

BID MANAGEMENT. (a) To the extent reasonably practicable and subject to the requirements of the Takeover Code, the Company shall (i) consult with the Purchasers and take into account the Purchasers’ reasonable observations or comments prior to the Company or Bidco taking any material decision or action in connection with the Acquisition (including any action to modify, lapse, terminate or withdraw the Takeover Offer or the Scheme (as applicable)) and (ii) provide updates in reasonable detail to the Purchasers at such timings as are reasonably required to keep the Purchasers properly informed and upon reasonable request by the Purchaser in relation to the Acquisition (including regarding conversations with and communications from any regulatory authority or exchange, including the UK Panel on Takeovers and Mergers (the “Takeover Panel”), and with the Target, current or proposed management of the Target and shareholders of the Target), including, without limitation, delivering to each of the Purchasers (within 24 hours of receipt thereof) all material waivers, requests for consents, notices and/or amendments under the Offer Documentation and any other documentation contemplated under Section 4.08(b)(iv). (b) Without prejudice to the generality of Section 4.08(a) above and subject to the requirements of the Takeover Code or any final ruling or decision of the Takeover Panel, the Company shall procure the consent of each of the Purchasers prior to: (i) any decision by the Company or Bidco as to whether to switch from a Scheme to a Takeover Offer (or vice versa) and/or incurring any obligation to make a mandatory takeover offer under Rule 9 of the Takeover Code; (ii) any waiver or invocation by or on behalf of the Company or Bidco of any one or more of the Acquisition Conditions; (iii) any amendment, modification, revision, extension, renewal, improvement or variation with respect to: (A) any extension of the period in which holders of Target Shares may accept the terms of the Scheme or, as the case may be, the Takeover Offer (including by reason of the adjournment of any meeting or court hearing); and (B) any change to the consideration to be paid for each Target Share in connection with the Acquisition or the taking of any action causing or requiring the same; (iv) other than as provided in paragraph (iii) above, any material amendment, modification, revision, extension, renewal, improvement or variation to the terms or structure of the Acquisition; (v) the entry into, or an...

BID MANAGEMENT. As part of their contract with the City, LDI will conduct a pre-bid meeting to present the project and answer questions from prospective contractors. LDI will document and release answers to contractor questions throughout the bidding process. LDI will review bid submittals for accuracy and completeness and provide the CITY with a bid recommendation. LDI will review and approve project submittals throughout the construction process.

BID MANAGEMENT. 4.1 With effect from the date of this Agreement, the Investors will make all decisions with respect to the Offer (including, without limitation, the decisions referred to in this clause 4.1) unanimously. Notwithstanding any other provision of this Agreement, the prior agreement of each of the Investors shall be required in order for any decision in respect of the Offer (including, without limitation, the decisions referred to in this clause 4.1) to be taken and neither of the Investors nor Bidco shall undertake or agree to any such matter without the prior agreement of the other Investor. The decisions referred to in this clause 4.1 include (without limitation):‌ 4.1.1 amend the terms and Conditions of the Offer, including (without limitation), the price to be paid for each Target Share under the Offer; 4.1.2 the decision as to whether to make the Offer; 4.1.3 any decision as to whether to switch from a Scheme to a Takeover Offer (or vice versa); 4.1.4 the approval and/or posting of any formal offer or scheme documentation or any other document, announcement or public statement to be issued or made by or on behalf of Bidco (or for which Bidco is required to take responsibility in whole or in part) in connection with the Offer; 4.1.5 any declaration by or on behalf of Bidco that any Condition has been satisfied, that the Offer is unconditional (where implemented by way of Takeover Offer rather than Scheme), or any waiver or invocation by or on behalf of Bidco of any one or more of the Conditions; 4.1.6 any amendment, modification, waiver or variation to the structure, provider(s) and/or terms of the Equity Commitment Letters other than in accordance with the terms of the equity commitment letter or the debt financing arrangements or documentation (or the entry into of any new debt financing arrangements or documentation) in connection with the Offer (including the refinancing of any Target Group debt); 4.1.7 any amendment, modification, revision, extension, renewal, improvement or variation to the terms or structure of the Offer or any increase to (or change to the form of) the consideration to be paid for each Target Share under the Offer or the taking of any action causing or requiring the same; 4.1.8 setting or amending the proposed timetable for the Offer; 4.1.9 taking any action (including by omission) to modify, lapse, terminate or withdraw the Takeover Offer or the Scheme (as applicable); (A) if the Offer is implemented by way of a Scheme, giving any...

BID MANAGEMENT. 4.1 The Consortium, Holdco and Bidco each appoints the Lead Investor to conduct the Offer on its behalf. 4.2 The Lead Investor shall have sole responsibility, on behalf of the Consortium, Holdco and Bidco, for liaising with the board of the Target, their advisers and any regulatory authority or exchange, including the Takeover Panel, with respect to the Offer and with respect to the definitive documentation to implement the Transaction and, in each case, for obtaining appropriate third party professional advice in respect thereof, including from the Consortium Advisers. 4.3 The Lead Investor shall: 4.3.1 report to the other Investor on a regular basis; 4.3.2 use reasonable endeavours to pass on to the Target or its advisers any reasonable information requests of the other Investor and their independent advisers (if any); and 4.3.3 obtain the consent of the other Investor prior to taking any material decision or action in connection with the Offer. 4.4 For the purpose of clause 4.3.3, material decisions or actions include, but are not limited to: 4.4.1 the price offered for each Target Share under the Offer; 4.4.2 the making of the Offer and/or release of the Announcement; 4.4.3 amending, varying or waiving any term or condition of the Offer (or taking any action causing or requiring the same), other than as required by the Takeover Panel; 4.4.4 implementing the Offer by way of a Takeover Offer; 4.4.5 the structure or provider of any debt or equity finance for the Offer, including any amendment, modification or variation thereto; 4.4.6 posting or publishing the offer document; 4.4.7 making any public announcement in connection with the Offer; 4.4.8 declaring that any Condition to the Offer has been satisfied or waived; 4.4.9 declaring that the Offer has become effective in accordance with its terms or is unconditional as to acceptances or has become unconditional in all respects; 4.4.10 acquiring, announcing an intention to acquire or entering into any agreement, arrangement or undertaking to acquire, or procuring or inducing any other person to acquire, announce an intention to acquire or enter into any agreement, arrangement or undertaking to acquire, in any manner any direct or indirect Interest in Target Shares; 4.4.11 any application by or on behalf of Bidco to any antitrust or other regulatory authority in connection with the Offer and the giving of any undertaking or other commitment to such authority in connection with any consent or approval sought...

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Workload Management 11.1 The parties to this Agreement acknowledge that employees and management have a responsibility to maintain a balanced workload and recognise the adverse affects that excessive workloads may have on employee/s and the quality of resident/client care. 11.2 To ensure that employee concerns involving excessive workloads are effectively dealt with by Management the following procedures should be applied: (a) Step 1: In the first instance, employee/s should discuss the issue with their immediate supervisor and, where appropriate, explore solutions. (b) Step 2: If a solution cannot be identified and implemented, the matter should be referred to an appropriate senior manager for further discussion. (c) Step 3: If a solution still cannot be identified and implemented, the matter should be referred to the Facility Manager for further discussion. (d) Step 4: The outcome of the discussions at each level and any proposed solutions should be recorded in writing and fed back to the effected employees. 11.3 Workload management must be an agenda item at staff meetings on at least a quarterly basis. Items in relation to workloads must be recorded in the minutes of the staff meeting, as well as actions to be taken to resolve the workloads issue/s. Resolution of workload issues should be based on the following criteria including but not limited to: (a) Clinical assessment of residents’ needs; (b) The demand of the environment such as facility layout; (c) Statutory obligation, (including, but not limited to, work health and safety legislation); (d) The requirements of nurse regulatory legislation; (e) Reasonable workloads (such as roster arrangements); (f) Accreditation standards; and (g) Budgetary considerations. 11.4 If the issue is still unresolved, the employee/s may advance the matter through Clause 9 Dispute Resolution Procedure. Arbitration of workload management issues may only occur by agreement of the employer and the employee representative, which may include the union/s.
Incident Management 3.1. We shall notify You without undue delay after We becomes aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, stored or otherwise processed by Us or Our sub-processors of which We become aware (“Security Incident”). 3.2. We shall use best efforts to identify the cause of such Security Incident and take the measures We deem necessary and within Our control for remediating and securing Customer Data; We shall coordinate such efforts with You without undue delay.
AGREEMENT MANAGEMENT Pinellas Community Foundation designates the following person(s) as the liaison for the Xxxxxx Xxxxxx, CEO Pinellas Community Foundation
Management In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.
SITE MANAGEMENT We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
Project Management Project Management Institute (PMI) certified project manager executing any or all of the following: • Development of Project Charter • Development of project plan and schedule • Coordination and scheduling of project activities across customer and functional areas • Consultation on operational and infrastructure requirements, standards and configurations • Facilitate project status meetings • Timely project status reporting • Address project issues with functional areas and management • Escalation of significant issues to customers and executive management • Manage project scope and deliverable requirements • Document changes to project scope and schedule • Facilitate and document project closeout
Patch Management All workstations, laptops and other systems that process and/or 20 store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or 21 transmits on behalf of COUNTY must have critical security patches applied, with system reboot if 22 necessary. There must be a documented patch management process which determines installation 23 timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable 24 patches must be installed within thirty (30) calendar or business days of vendor release. Applications 25 and systems that cannot be patched due to operational reasons must have compensatory controls 26 implemented to minimize risk, where possible.
Project Management and Coordination The Engineer shall coordinate all subconsultant activity to include quality of and consistency of work and administration of the invoices and monthly progress reports. The Engineer shall coordinate with necessary local entities.
Investment Advisory and Management Services The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.
Advisory and Management Arrangements Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration or sub-management contracts) whereby the other party to any such contract shall undertake to furnish such advisory, administrative and management services with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to exercise any of the powers of the Trustees, including to effect investment transactions with respect to the assets on behalf of the Trust to the full extent of the power of the Trustees to effect such transactions or may authorize any officer, employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by all of the Trustees.

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