COMPOSITION OF BOARDS. 5.1 Holdings undertakes and agrees subject to Clause 6.3 that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three Directors (one of which shall be an Independent Director) nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2.
5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause 4.1 or Clause 4.2 (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom.
5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee under the Share Trust Deed, it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Holdings so as to procure that the Board of Directors of Holdings comprises at all times at least three Directors nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2.
COMPOSITION OF BOARDS. SPV undertakes and agrees:
(A) subject to its duties and obligations as trustee under the First Declaration of Trust and the Second Declaration of Trust and subject to clause 4.5, that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Holdings so as to procure that the board of directors of each of the Companies comprises at all times one nominee of ANPLC (provided that ANPLC shall have nominated a person to such office) and two nominees of SPV, as provided under clause 3.1 above; and
(B) to procure that, subject to his duties under the First Declaration of Trust, the Third Declaration of Trust, the Fourth Declaration of Trust, the Fifth Declaration of Trust and the Sixth Declaration of Trust, Xxxxxx XxXxxxxxx (and any successor shareholder) shall exercise his rights as a shareholder of Holdings and each of the Companies and all rights and powers vested in him under the Articles of Association of Holdings and each of the Companies so as to procure that the board of directors of each of the Companies comprises at all times one nominee of ANPLC (provided that ANPLC shall have nominated a person to such office) and two nominees of SPV, as provided under clause 3.1 above.
COMPOSITION OF BOARDS. Holdings undertakes and agrees:
(a) subject to CLAUSE 3.3 (Requests of the Security Trustee) that it shall exercise its rights as a shareholder of the Sixth Issuer and all rights and powers vested in it under the Articles of Association of the Sixth Issuer so as to procure that the board of directors of the Sixth Issuer comprises at all times one nominee of Halifax (provided that Halifax shall have nominated a person to such office) and two nominees of the Sixth Issuer Corporate Services Provider, as provided under CLAUSE 2.1 above; and
(b) the Sixth Issuer Corporate Services Provider and Halifax shall procure that at all times a majority (by number) of the directors nominated by them under CLAUSE 2.1 above, for the Sixth Issuer will be resident in the UK (and not in any other jurisdiction) for the purposes of UK income tax.
COMPOSITION OF BOARDS. The initial members of the --------------------- boards of directors of Xxxxxx and New Fluor following the Distribution shall be as set forth on Schedule 5.10.
COMPOSITION OF BOARDS. Holdings undertakes and agrees:
(a) subject to CLAUSE 3.3 (Requests of the Security Trustee) that it shall exercise its rights as a shareholder of the Eighth Issuer and all rights and powers vested in it under the Articles of Association of the Eighth Issuer so as to procure that the board of directors of the Eighth Issuer comprises at all times one nominee of Halifax (provided that Halifax shall have nominated a person to such office) and two nominees of the Eighth Issuer Corporate Services Provider, as provided under CLAUSE 2.1 above; and
(b) the Eighth Issuer Corporate Services Provider and Halifax shall procure that at all times a majority (by number) of the directors nominated by them under CLAUSE 2.1 above, for the Eighth Issuer will be resident in the UK (and not in any other jurisdiction) for the purposes of UK income tax.
COMPOSITION OF BOARDS. The Shelter Advisory Boards will be three distinct Boards representing different stakeholders and interests. The composition of these three boards will include: Representative(s) appointed by the Orange County Board of Supervisors Representative(s) appointed by the local City Council Representative(s) appointed by the local Chief of Police Representative(s) appointed by the local Neighborhood Association (if applicable) Representative(s) appointed from the local business association or Chamber of Commerce Representative(s) appointed by the local school district Representative(s) appointed by the Commission to End Homelessness Client Advisory Board (no membership limits) Open invitation to current shelter clients and graduates Service Partner Advisory Board (no membership limits) Open invitation to all Year‐Round Shelter Service Provider partners
COMPOSITION OF BOARDS. Holdings undertakes and agrees:
(a) subject to Clause 3.3 (Requests of the Security Trustee) that it shall exercise its rights as a shareholder of the Master Issuer and all rights and powers vested in it under the Articles of Association of the Master Issuer so as to procure that the board of directors of the Master Issuer comprises at all times one nominee of Halifax (provided that Halifax shall have nominated a person to such office) and two nominees of the Master Issuer Corporate Services Provider, as provided under Clause 2.1 above; and
(b) the Master Issuer Corporate Services Provider and Halifax shall procure that at all times all of the directors nominated by them under Clause 2.1 above, for the Master Issuer will be resident in the UK (and not in any other jurisdiction) for the purposes of UK income tax.
COMPOSITION OF BOARDS. Holdings undertakes and agrees:
(a) subject to Clause 3.3 (Requests of the Security Trustee) that it shall exercise its rights as a shareholder of the Third Issuer and all rights and powers vested in it under the Articles of Association of the Third Issuer so as to procure that the board of directors of the Third Issuer comprises at all times one nominee of Halifax (provided that Halifax shall have nominated a person to such office) and two nominees of the Third Issuer Corporate Services Provider, as provided under Clause 2,1 above; and
(b) the Third Issuer Corporate Services Provider and Halifax shall procure that at all times a majority (by number) of the directors nominated by them under Clause 2.1 above, for the Third Issuer will be resident in the UK (and not in any other jurisdiction) for the purposes of UK income tax.
COMPOSITION OF BOARDS. (a) The Share Trustee undertakes and agrees:
(i) subject to its duties and obligations as Share Trustee under the First Declaration of Trust and subject to CLAUSE 3.4 (Requests of the Funding 1 Security Trustee and the Funding 2 Security Trustee) that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Holdings so as to procure that the board of directors of Holdings comprises at all times one nominee of Halifax (provided that Halifax shall have nominated a person to such office) and two nominees of the Corporate Services Provider, as provided under CLAUSE 2.1 above; and
(ii) the Corporate Services Provider and Halifax shall procure that at all times a majority (by number) of the directors nominated by them under CLAUSE 2.1 above, for Holdings will be resident in the UK (and not in any other jurisdiction) for the purposes of UK income tax.
(b) Holdings undertakes and agrees:
(i) subject to CLAUSE 3.4 (Requests of the Funding 1 Security Trustee and the Funding 2 Security Trustee) that it shall exercise its rights as a shareholder of Funding 1 and Funding 2 and all rights and powers vested in it under the respective Articles of Association of Funding 1 and Funding 2 so as to procure that the board of directors of Funding 1 and Funding 2 comprises at all times one nominee of Halifax (provided that Halifax shall have nominated a person to such office) and two nominees of the Corporate Services Provider, as provided under CLAUSE 2.1 above; and
(ii) the Corporate Services Provider and Halifax shall procure that at all times a majority (by number) of the directors nominated by them under CLAUSE 2.1 above, for Funding
COMPOSITION OF BOARDS. 5.1 Holdings undertakes and agrees subject to Clause 6.3 (Nomination of Directors After Service of a Note Acceleration Notice) that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Memorandum and Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least two Directors nominated by the Corporate Services Provider, pursuant to Clauses 4.1 or 4.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice).
5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clauses 4.1 or 4.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice) (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom.
