Board Role Sample Clauses

Board Role. The parties may agree to settle any issue in a proceeding, but the Board is not a party to the settle- ment and may independently deter- mine any question of jurisdiction, xxx- entability, or Office practice.
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Board Role. Consultant shall continue as a member of the Board (subject to any removal or election procedures provided in the Company’s By-Laws or Articles of Incorporation or as otherwise provided by law) during the term of this Agreement, but shall not be entitled to any Board fees during such period. Upon termination of this Agreement and Consultant’s Services hereunder, other than termination by the Company for cause, Consultant shall continue as a member of the Board subject to any removal or election procedures provided in the Company’s By-Laws or Articles of Incorporation or as otherwise provided by law. Following termination of the Agreement (other than by the Company for Cause), Consultant shall be entitled to any annual equity grant(s) made to the other independent members of the Board that occurred during the term of this Agreement, provided that such grant(s) shall be reduced ratably to reflect the period of time that this Agreement was in effect during the period covered by the grant(s). In the event that this Agreement is terminated for cause, Consultant agrees to immediately tender his resignation from the Board and from any boards of directors of the Company’s affiliates upon which he is a member, as well as from any board (or similar body performing governance functions) of any trade organization upon which he served by virtue of his relationship with the Company.
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Board Role. (a) The Board, on the recommendation of the Committee or of its own volition, shall determine and designate from time to time the individuals to whom Awards shall be made, the amounts of the Awards and the other terms and conditions of the Awards. The Board may delegate this authority as it sees fit, including as set forth in Section 3.3. (b) The Board may delegate any of its responsibilities or powers under this Plan to (i) the Committee, or (ii) the CEO as set forth in Section 3.3. (c) In the event the Committee or, in respect of the Delegated Options, the CEO, is unable or unwilling to act in respect of a matter involving this Plan, the Board shall fulfill the role of the Committee (or CEO, as the case may be) provided for herein.
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Board Role. Following the Effective Date, Executive shall initially continue to serve as a director of the Company. Executive agrees to promptly resign as a director of the Company if properly terminated for Cause (as defined in Section 5.5.1 of this Agreement) pursuant to the terms of this Agreement. On or prior to the Effective Date, Executive shall resign as a member of the Nominating and Corporate Governance Committee of the Board.
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Board Role. In connection with your continuing role as Director of the Company, the Board may request that you engage in activities on behalf of the Company beyond your Board responsibilities. Any compensation to be paid to you for the performance of such activities will be agreed by you and the Board. While you remain on the Board, you shall not accept employment of any kind with any person or entity that is a direct competitor of the Company, unless otherwise agreed in advance by the Company in writing. For the avoidance of doubt, nothing herein shall preclude you from accepting employment with any person or entity that is not a direct competitor of the Company.
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Board Role. For greater certainty, termination of the Executive’s employment role is independent of his role on the Board of Directors or its Strategic Planning Committee.
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Related to Board Role

  • BOARD RIGHTS A. Nothing contained herein shall be considered to deny or restrict the Board of its rights, responsibilities, and authority under the Laws of the State of Michigan and of the Federal Government of the United States. Except as stated by this Agreement, all the rights, powers, and authority the Board had prior to this Agreement are retained by the Board. B. It is expressly agreed that all rights which ordinarily vest in and have been exercised by the Board, except those which are relinquished herein by the Board, shall continue to vest exclusively in and be exercised exclusively by the Board without prior negotiations with the Association either as to the taking of action under such rights or with respect to the consequence of such action during the term of this Agreement. Such rights shall include, by way of illustration and not by way of limitation, the right to: 1. Manage and control the school's business, the equipment, the operations and to direct the working forces and affairs of the Employer. 2. Continue its rights and past practice of assignment and direction of work of all of its personnel, determine the number of shifts and hours of work, starting and ending times, length of the work year, and scheduling of all the foregoing, but not in conflict with the specific provisions of this Agreement, and the right to establish, modify or change any work or business hours or days. 3. The right to direct the working forces, including the right to hire, promote, suspend and discharge employees, transfer employees, effectuate an employee evaluation system, assign work or extra duties to employees, determine the size of the work force and to lay off employees. 4. Determine the services, supplies and equipment necessary to continue its operations and to determine the methods, schedules and standards of operation, the means, methods, and processes of carrying on the work including automation thereof or changes therein, the instruction of new and/or improved methods or changes therein. 5. Adopt reasonable rules and regulations. 6. Determine the qualifications of employees, including physical conditions. 7. Determine the location or relocation of its facilities, including the establishment or relocations of new schools, buildings, departments, divisions or subdivisions thereof and the relocation or closing of offices, departments, divisions or subdivisions, buildings or other facilities. 8. Determine the placement of operations, production, services, maintenance or distribution of work, and the source of materials and supplies. 9. Determine the financial policies, including all accounting procedures, and all matters pertaining to public relations. 10. Determine the size of the management organization, its functions, authority, amount of supervision and table of organization provided that the Employer shall not abridge any rights from employees as specifically provided for in this Agreement. 11. Determine the policy affecting the selection, testing or training of employees providing such selection shall be based upon lawful criteria. C. The exercise of the foregoing powers, rights, authority, duties and responsibilities by the Board, the adoption of policies, rules, regulations, and practices in furtherance thereof, shall be limited only by the terms of this Agreement and then only to the extent such terms hereof are in conformance with the Laws of the State of Michigan, and the Laws of the United States. D. The matters contained in this Agreement and/or the exercise of any such rights of the Board are not subject to further negotiations between the parties during the term of this Agreement.

  • Board Resolutions A copy, certified by the Secretary of the Company, of the resolutions of the Board of Directors of the Company providing for the approval of this Agreement and the issuance of the Purchased Shares and the other matters contemplated hereby.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Board Recommendation The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.

  • Board Representation (a) For as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the JD Director. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Most Referenced Clauses

Most Referenced Definitions