Company Board Requirements Sample Clauses

Company Board Requirements. During the period that this Agreement is in force, the Company Board shall be composed as provided in Section 1.01 above, and its members shall meet the following additional requirements: a. each Officer Director and Outside Director shall be a resident citizen of the United States and have or be eligible to have DOE PCLs at the level of the Company’s FCL; b. each Outside Director shall have been approved by DOE as satisfying the appropriate DOE personnel security requirements and the applicable provisions of this Agreement; and c. each Inside Director, in his or her capacity as director of the Company, shall not have a DOE PCL, regardless of his or her citizenship, and he or she shall be formally excluded from access to Classified Information by resolution of the Company Board.
Sample 1
Company Board Requirements. During the period that this Agreement is in force, the Company Board shall be composed as provided in Section 1.01 above, and its members shall meet the following additional requirements: a. each Officer Director and Outside Director shall be a resident citizen of the United States and have or be eligible to have DoD personnel security clearances at the level of the Company’s facility security clearance; b. each Outside Director shall have been approved by DCSA as satisfying the appropriate DoD personnel security requirements and the applicable provisions of this Agreement; and c. each Inside Director, in his or her capacity as director of the Company, shall not have a DoD personnel security clearance, regardless of his or her citizenship, and he or she shall be formally excluded from access to classified information by resolution of the Company Board.
Sample 1
Company Board Requirements. During the period that this Agreement is in force, the Company Board shall be composed as provided in Section 1.01 above, and the directors shall meet the following additional requirements: a. each Officer Director and Outside Director shall be a resident citizen of the United States and have or be eligible to have DoD personnel security clearances at the level of the Company’s facility security clearance; b. each Outside Director shall have been approved by DSS as satisfying the appropriate DoD personnel security requirements and the applicable provisions of this Agreement; c. at least two Outside Directors shall be designated to serve on the Shareholder board of directors, and each other Outside Director shall be granted by the Shareholder the right to attend any meetings of the Shareholder board of directors; and d. each Inside Director, in his or her capacity as director of the Company, shall not have a DoD personnel security clearance in connection with the Company’s facility security clearance, regardless of his or her citizenship, and he or she shall be formally excluded from access to classified information by resolution of the Company Board.
Sample 1

Related to Company Board Requirements

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to: (a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

  • Filing Requirements Escrow securities will not be released under this Part until the Issuer does the following: (a) at least 20 days before the date of the first release of escrow securities under the new release schedule, files with the securities regulators in the jurisdictions in which it is a reporting issuer (i) a certificate signed by a director or officer of the Issuer authorized to sign stating (A) that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition, and (B) the number of escrow securities to be released on the first release date under the new release schedule, and (ii) a copy of a letter or other evidence from the exchange or quotation service confirming that the Issuer has satisfied the condition to become an established issuer; and (b) at least 10 days before the date of the first release of escrow securities under the new release schedule, issues and files with the securities regulators in the jurisdictions in which it is a reporting issuer a news release disclosing details of the first release of the escrow securities and the change in the release schedule, and sends a copy of such filing to the Escrow Agent.

  • Disclosure Requirements (a) The Estate Agent or Salesperson *has / does not have(1) (11) a conflict or potential conflict of interest in acting for the Tenant. If the Estate Agent or Salesperson has a conflict or potential conflict of interest, the details are as follows: (b) If the Estate Agent or Salesperson has declared that there is no conflict or potential conflict of interest but a conflict or potential conflict of interest only arises (or he becomes aware of the conflict or potential conflict of interest) after the execution of this Agreement, the conflict or potential conflict of interest must be immediately disclosed in writing to the Tenant. Upon such disclosure, the Estate Agent and Salesperson may continue to act for the Tenant only if the Tenant, being fully informed, consents in writing to the Estate Agent and Salesperson continuing to act for him.

  • Securities Law Requirements The Company shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Common Shares are then registered; and (b) a registration statement under the Securities Act of 1933 with respect to such Shares is then effective.

  • Quorum and Required Vote (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • Disclosure Requirement In connection with an Assumption of an assumable Mortgage Loan, the Servicer shall make all disclosures required by applicable law.

  • Testing Requirements 12.1. Workplaces - 12.2. On workplaces where the value of the Commonwealth’s contribution to the project that includes the building work is at least $5,000,000, and represents at least 50% of the total construction project value or the Commonwealth’s contribution to the project that includes the building work is at least $10,000,000 (irrespective of its proportion of the total construction project value) the following minimum testing requirements must be adhered to.

  • Surviving Requirements The termination of this contract and payment of an amount in settlement as prescribed above shall extinguish the rights, duties, and obligations of the State and the Engineer under this contract, except for those provisions that establish responsibilities that extend beyond the contract period.

  • Closing Requirements Closing shall occur after approval of title commitment, as described hereinabove. a) At closing, Seller shall do the following: 1. Duly execute, acknowledge and deliver to Buyer, a Quit Claim Deed conveying the Property to Buyer, free and clear of all liens, claims, pledges and encumbrances. b) At closing, Buyer shall do the following: 1. Execute and provide at closing, all documents reasonably required by the City for closing. 2. Tender payment at closing for the purchase price and all associated closing costs described herein.