Board of Directors Oversight Sample Clauses

Board of Directors Oversight. Within 60 days of this Agreement, the board of directors of the Bank shall submit to the Reserve Bank and the Commissioner a written plan to strengthen board oversight of the management and operations of the Bank. The plan shall, at a minimum, address, consider, and include:
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Board of Directors Oversight. The Risk Oversight Committee shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements and the requirements of this CIA. The Risk Oversight Committee must include independent (i.e., non-employee and non-executive) members. The Risk Oversight Committee shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee SPD’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee; b. submitting to the OIG a description of the documents and other materials it reviewed, as well as any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and c. for each Reporting Period of the CIA, adopting a resolution, signed by each member of the Risk Oversight Committee summarizing its review and oversight of SPD’s compliance with Federal health care program requirements, FDA requirements, and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Risk Oversight Committee has made a reasonable inquiry into the operations of SPD’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Risk Oversight Committee has concluded that, to the best of its knowledge, SPD has implemented an effective compliance program to meet Federal health care program requirements, FDA requirements, and the requirements of the CIA.” If the Risk Oversight Committee is unable to provide such a conclusion in the resolution, the Risk Oversight Committee shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective compliance program at SPD. SPD shall report to OIG, in writing, any changes in the composition of the Risk Oversight Committee, or any actions or changes that would affect the Risk Oversight Committee’s ability to perform the duties necessary to meet the requirements in this CIA, within 15 business days after such a change.
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Board of Directors Oversight. Xxxxx agrees that the Board of Directors shall have approval rights of the Company’s (i) annual operating budget, (ii) business plan, (iii) capital expenditures (in excess of twenty-five thousand dollars ($25,000) per quarter), (iv) purchases of any businesses or material assets (outside of the ordinary course of business), (v) sales of any of the Company’s businesses, division or material assets (other than inventory and outside of the ordinary course of business), and (vi) hires of any employees with base salaries (including any contractually promised bonuses) in excess of one hundred thousand dollars ($100,000) per annum. Xxxxx shall present to the Board of Directors revised business plans within fifteen (15) calendar days after any requests from the Board of Directors.
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Board of Directors Oversight. The Board of VirtuOx shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements and the requirements of this CIA. The Board must include independent (i.e., non-employee and non-executive) members.‌ a. meeting at least quarterly to review and oversee VirtuOx’s compliance program, including but not limited to the performance of the
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Board of Directors Oversight. The Board of SNAP shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements and the requirements of this CIA. The Board must include independent (i.e., non-employee and non-executive) members. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee SNAP’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee;
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Board of Directors Oversight. The Board of GSMC shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements, including the requirements of 42 U.S.C. § 1320a-7b(b) (Anti-Kickback Statute) and the Xxxxx Law, and the regulations and other guidance documents related to these statutes and the requirements of this CIA. The Board must include independent (i.e., non-employee and non-executive) members.‌‌ The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee GSMC’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee;‌ b. submitting to the OIG a description of the documents and other materials it reviewed, as well as any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and‌ c. for each Reporting Period of the CIA, adopting a resolution, signed by each member of the Board summarizing its review and oversight of GSMC’s compliance with Federal health care program requirements, including the requirements of 42‌ U.S.C. § 1320a-7b(b) (Anti-Kickback Statute) and the Xxxxx Law, and the regulations and other guidance documents related to these statutes and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of GSMC’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, GSMC has implemented an effective compliance program to meet Federal health care program requirements and the requirements of the CIA.” If the Board is unable to provide such a conclusion in the resolution, the Board shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective compliance program at GSMC.‌‌ GSMC shall report to OIG, in writing, any changes in the composition of the Board, or any actions or changes that would affect the Board’s ability to perform the duties necessary to meet the requirements in this CIA, within 15 business days after such a change.
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Related to Board of Directors Oversight

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Board “Board” means the Board of Directors of the Company.

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

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