Board of Statutory Auditors Sample Clauses

Board of Statutory Auditors. (a) The board of statutory auditors of MergeCo shall comprise three standing members and two alternate members, appointed for a three-year term. Whenever MergeCo is required to appoint all members of the board of statutory auditors under the applicable law, the Company shall take all steps necessary for the appointment of one standing member and one alternate member proposed by each Major Shareholder of the Company (designated by the Shareholders in accordance with clause 6.7). The right to propose the third standing member of the board of statutory auditors will rotate between each Major Shareholder every time MergeCo is required to appoint all members of the board of statutory auditors under the applicable law. The Company shall take all steps necessary for the appointment of (i) the member so designated as third standing member of the board of statutory auditors; and (ii) the standing member proposed by the other Major Shareholder as chairman of the board of statutory auditors. The Major Shareholders shall agree the appointment of the first chairman. (b) Should any member of the board of statutory auditors cease from his/her office for any reason whatsoever before the expiry of the term of appointment, the Company shall timely take all steps necessary to ensure that the composition of the board of statutory auditors complies with the provision of paragraph (a) above.
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Board of Statutory Auditors. 5.1 The board of statutory auditors of the Companies shall be composed of three effective members and two alternate members. The term of office of the board of statutory auditors shall be three years. 5.2 One effective member (who shall act as Chairman of the board of statutory auditors) and one alternate member will be designated by Impco; two effective members and one alternate member will be designated by Xxxxxxxxxx. The Parties acknowledge that shareholders' meetings of the Companies held on the Execution Date have appointed the following persons as statutory auditors of both the Parent and the Company: Xx. Xxx Xxxxxxx and Xx. Xxxxxx Xxxxxxx respectively as effective and alternate auditor, designated by Impco; Xx. Xxxxxxx Xxxxxxx, Xx. Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxxxxxx respectively the first two as effective and the third one as alternate auditor, appointed by Xxxxxxxxxx. 5.3 In the event that, during the term of office, one or more auditors shall cease from the office for any reason whatsoever, they shall be replaced by the alternate auditor designated by the Party who had originally designated the ceased auditor, and the same Party shall also designate the new alternate auditor to be appointed.
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Board of Statutory Auditors. The Board of Auditors of Newco shall be appointed through a voting slate system, according to the following provisions: (a) CNRC shall be entitled to appoint 2 effective auditors and 1 alternate auditor; (b) the Class B Shareholders shall be entitled to appoint 1 effective auditor, who shall be the Chairman of the Board of Statutory Auditors, and 1 alternate auditor. Upon request of CF or LTI (also jointly with LTI Ita) the Board of Statutory Auditors shall be increased to 5 effective members to be appointed as follows: (i) CNRC shall be entitled to designate 3 effective members, one of which shall be the Chairman of Board of Statutory Auditors;
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Board of Statutory Auditors. 29.1 The Shareholders' Meeting elects the Board of Statutory Auditors, consisting of 5 (five) statutory members and 2 (two) alternate members, who meet the legal requirements. Pursuant to article 11(2) and (3) of the Decree no. of the Ministry of Transport and Navigation of 12 November 1997 no. 521, one statutory auditor is appointed by the Ministry of Economy and Finance and another is appointed by the Ministry of Infrastructure and Transport; the statutory auditor appointed by the Ministry of Economy and Finance assumes the function of Chair of the Board of Statutory Auditors. The other auditors are elected in accordance with the provisions of articles 6.2(b) and 6.3(b) above. The auditors remain in office for 3 (three) years and their term in office expires on the date of the Shareholders' Meeting called to approve the financial statements for the third year of their term in office. Auditors who leave office may be re-elected. In the event that one or more of the members of the Board of Statutory Auditors are not appointed by the Shareholders entitled to such right, they shall be appointed by the ordinary shareholders' meeting with the majorities required by law, with the vote of all the Shareholders attending the meeting and regardless of the category of Shares they hold and of the provisions of articles 6.2(b) and 6.3(b). 29.2 The composition of the Board of Statutory Auditors must ensure compliance with the provisions of law and regulations in force on the subject of gender balance. 29.3 The Board of Statutory Auditors has the duties set forth in article 2403 of the Italian Civil Code and exercises the powers provided for in article 2403 bis of the Italian Civil Code. 29.4 Those who are in the conditions provided for by article 2399 of the Italian Civil Code cannot be appointed to the office of Auditor, and if appointed they shall forfeit their office. 29.5 In addition to the cases referred to in art. 2399 of the Italian Civil Code, the person who is in one of the conditions referred to in letters a), b), c), d) and f) of paragraph 1 of article 15 of Law no. 55 of 19 March 1990 may not be appointed as a statutory auditor and, if appointed, shall forfeit his or her office. 29.6 Pursuant to Law no. 55 of 19 March 1990, the statutory suspension from office is applied, in accordance with the provisions of article 15(4-bis) and (4-quater), for Auditors for whom one of the conditions set out in article 15(1) applies. 29.7 The issue of a plea sentence provi...
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Board of Statutory Auditors. During the First Term the Board of Statutory Auditors is composed as follows:
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Board of Statutory Auditors. For the entire duration of the Shareholders’ Agreement the Board of Statutory Auditors shall be composed as follows:
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Board of Statutory Auditors. The Board of Auditors of Newco shall be appointed through a voting slate system, according to the following provisions: (a) CNRC shall be entitled to appoint 2 effective auditors and 1 alternate auditor; (b) the Class B Shareholders shall be entitled to appoint 1 effective auditor, who shall be the Chairman of the Board of Statutory Auditors, and 1 alternate auditor. Upon request of CF or LTI the Board of Statutory Auditors shall be increased to 5 effective members to be appointed as follows: (i) CNRC shall be entitled to designate 3 effective members, one of which shall be the Chairman of Board of Statutory Auditors; (ii) CF shall be entitled to designate 1 effective member and 1 alternate auditor; and (iii) LTI Newco shall be entitled to designate 1 effective member and 1 alternate auditor. The Parties agree that the resolutions of the competent corporate bodies of Newco shall be validly adopted in accordance with the following principles:
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Board of Statutory Auditors if Pirelli is not delisted
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Related to Board of Statutory Auditors

  • Franchise Tax Board Review (a) In addition to the reporting requirements in section 6, Taxpayer agrees to comply with the FTB’s review of the books and records for purposes of determining if Taxpayer has complied with the requirements of this Agreement. (b) For any business other than a Small Business, Taxpayer acknowledges that the FTB shall review the books and records of all taxpayers allocated a Credit pursuant to this Agreement to ensure compliance with the terms and conditions of this Agreement and agrees to cooperate with the FTB in such a review. In the case of a taxpayer that is a Small Business, Taxpayer acknowledges that a review of the books and records of a taxpayer shall be made when, in the sole discretion of the FTB, a review of those books and records is appropriate and agrees to cooperate with the FTB in such a review. If the FTB exercises its discretion to review the books and records of a Small Business taxpayer, the review will be conducted to ensure compliance with this Agreement. The guidelines and procedures for these reviews are outlined in the FTB’s Notice #2014-2 dated November 7, 2014. (c) These reviews will not constitute an audit of the tax return under Part 10.2 (commencing with section 18401) of the RTC and the regulations thereunder, and will not preclude the FTB from auditing any issue in any taxable year, including a taxable year included in the term of this Agreement. (d) If during the review of the books and records, the FTB determines there is a potential material breach of this Agreement by Taxpayer, and notwithstanding RTC section 19542, the FTB shall notify GO-Biz and provide, in writing, detailed information regarding the basis for that determination.

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

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • 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.

  • Annual Independent Certified Public Accountants' Reports (a) Not later than 90 days following the end of each fiscal year of the Servicer commencing in 2000, the Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee and the Depositor a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in either the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America or the Audit Program for Mortgages serviced by FHLMC, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the Servicer shall furnish a copy of such report to the Trustee, the Depositor and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Servicer's expense, provided that such statement is delivered by the Servicer to the Trustee. (b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable, from information contained therein, including the Servicer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). (c) The Trustee shall, on behalf of the Trust Fund, prepare, sign and file with the Securities and Exchange Commission any and all reports, statements and information respecting the Trust which the Depositor determines are required to be filed with the Securities and Exchange Commission pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, each such report, statement and information to be filed on or prior to the required filing date for such report, statement or information. Upon the request of the Trustee, each of the Seller, the Servicer and the Depositor shall cooperate with the Trustee in the preparation of any such report and shall provide to the Trustee in a timely manner all such information or documentation as the Trustee may reasonably request in connection with the performance of its duties and obligations under this Section.

  • Annual Independent Certified Public Accountants’ Servicing Report Not later than March 1, 2006 and not later than March 1 of each year thereafter, the Master Servicer at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Rating Agencies to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s failure to provide such statement).

  • Annual Report by Independent Registered Public Accountants (a) The Servicer shall cause a firm of Independent registered public accountants (which may provide other services to the Servicer or the Seller) to prepare annually, and the Servicer shall deliver annually to the Issuer, the Indenture Trustee and the Rating Agencies on or before the earlier of (A) March 31 of each year, beginning March 31, 2023, or (B) with respect to each calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, a report (the “Annual Accountant’s Report”) regarding the Servicer’s assessment of compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB during the immediately preceding twelve (12) months ended December 31 (or, in the case of the first Annual Accountant’s Report to be delivered on or before March 31, 2023, the period of time from the date of this Agreement until December 31, 2022), in accordance with paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Servicer and shall at a minimum address each of the servicing criteria specified in Exhibit C. In the event that the accounting firm providing such report requires the Indenture Trustee to agree or consent to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement or consent in conclusive reliance upon the direction of the Issuer subject to the Indenture Trustee’s rights, privileges, protections and immunities under the Indenture, and the Indenture Trustee will not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of the sufficiency, validity or correctness of such procedures. (b) The Annual Accountant’s Report shall also indicate that the accounting firm providing such report is independent of the Servicer in accordance with the Rules of the Public Company Accounting Oversight Board, and shall include any attestation report required under Item 1122(b) of Regulation AB (or any successor or similar items or rule), as then in effect. SERVICES RELATED TO TRUE-UP ADJUSTMENTS

  • Annual Independent Public Accountants' Servicing Statement; Financial Statements On or before 120 days after the end of the Master Servicer's fiscal year, commencing with its 2002 fiscal year, the Master Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to the Master Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans under pooling and servicing agreements substantially similar to this Agreement (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby) and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC, such servicing has been conducted in compliance with such pooling and servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.

  • Annual Registered Public Accounting Firm Attestation (a) On or before March 30th of each year, beginning March 30, 2025, the Servicer shall cause a registered public accounting firm, which may also render other services to the Servicer or to its Affiliates, to furnish to the Issuer, with a copy to the Indenture Trustee, each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission. (b) The Servicer, however, shall not be obligated to deliver any report described above to any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports. (c) The Indenture Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such engagement, and the dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the written consent of the accountants.

  • Annual Independent Certified Public Accountants’ Report The Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Servicer, the Seller or any other Affiliate of CNH Industrial, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Such report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

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