CONDUCT OF THE COMPANY’S AFFAIRS. 4.1 The Shareholders shall exercise all voting rights and other powers available to them in relation to the Company so as to procure (insofar as they are able to do so by the exercise of those rights and powers) that, unless the Board determines otherwise:
(a) the Subsidiary Undertakings contemplated by the Property Agreement as purchase vehicles for the Property are duly incorporated and capitalised;
(b) the business of the Company and its Subsidiary Undertakings shall consist exclusively of the Business;
(c) the bankers of the Company and each of its Subsidiary Undertakings shall be Société Generale or such other bankers as the Board determines from time to time;
(d) central management and control of the Company, the Subsidiary Undertakings of the Company and the Property will be exercised outside of the United Kingdom and their Registered Office shall be located at 000, xxxxx x’Xxxxx, L-1150 Luxembourg;
(e) the Company and its Subsidiary Undertakings shall maintain and comply with a bank mandate determined by the Board from time to time;
(f) the Company and its Subsidiary Undertakings shall comply with the provisions of their articles of association; and
(g) the Company shall procure that all of its new Subsidiary Undertakings adopt articles of association in a form approved by the Shareholders.
4.2 The Shareholders shall exercise all voting rights and other powers available to them in relation to the Company so as to procure (insofar as they are able to do so by the exercise of those rights and powers) that the Company shall comply with all provisions of this Agreement that are expressed to be obligations of the Company.
4.3 The Company shall (subject to the fiduciary obligations of the Managers), and shall use its voting rights to ensure that its Subsidiary Undertakings shall, comply with the provisions of this Clause 4.
4.4 The Shareholders agree that any sale of one or more parts of the Property (each an “Asset”), the Company’s interest in any Subsidiary Undertaking or a Shareholder’s interest in the Company, effected in accordance with the provisions of Clauses 14 and 18 or otherwise, shall be structured in a tax-efficient manner for both Shareholders, taking into account the overall economics of the transaction. Such tax-efficient structures may include, without limitation, (i) structuring any such sales such that a Shareholder’s share of income or gain from such sales is allocable to one or more or taxable REIT subsidiaries as defined in Code Sec...
CONDUCT OF THE COMPANY’S AFFAIRS. 6.1 Each Member covenants with the other Members that so long as this Deed remains in force and effect it will so far as it is reasonable for it to do so:
6.1.1 be just and true to the other Members and act in good faith;
6.1.2 as soon as practicable notify the Company of any matters of which it becomes aware which may affect the Company or the Business;
6.1.3 generally do all things necessary to give effect to the terms of this Deed;
6.1.4 take all steps available to it to ensure that it is represented at meetings of the Board or any committee of the Board or general meetings has the necessary quorum throughout;
6.1.5 consider the Company as a potential supplier for all activities that form part of the Business;
6.1.6 for each "A" Member, provide the Company [by no later than [30] days following the end of each financial year] with a report in writing on the percentage of that "A" Member's total procurement of dwellings to support the discharge of their statutory responsibilities for homeless households (or those at risk of homelessness) that has been undertaken for it via the Company in that preceding financial year; and
6.1.7 keep the Company fully informed of its activities that are relevant to the Business and of any plans it may have to enter into a material contract with a third party for services that are similar to the Services or any of part of them.
6.2 Subject to clause 12 the Board shall be responsible for the day to day management of the Company in accordance with the Annual Business Plan and without prejudice to the generality of the foregoing shall:
6.2.1 transact all its business on arm’s length terms;
6.2.2 maintain, with a well-established and reputable insurer, adequate insurance against all risks usually insured against by companies carrying on the same or a similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable nature;
6.2.3 keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to the Business;
6.2.4 prepare its accounts in accordance with the Act and in accordance with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom;
6.2.5 prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited (where required) as soon as practicable an...
CONDUCT OF THE COMPANY’S AFFAIRS. 9.1 Each Member (insofar as it is within its power to do so) covenants with the other Members that so long as this Agreement remains in full force and effect it will
9.1.1 comply with (and procure compliance by any Director appointed by such Member) with this Agreement, the Memorandum of Association, the Articles, the Financial Regulations and Procurement Standing Orders (to be adopted by the Company pursuant to clause 7 of this Agreement);
9.1.2 be just, true and transparent to the other Members and the Company and act in good faith;
9.1.3 promptly notify the other Members of any matters of which it becomes aware which may affect the Company, the Business or the Objectives;
9.1.4 generally do all things reasonably necessary to give effect to the terms of the Key Documents;
9.1.5 take all steps available to it to ensure that any meeting of the Board or any committee (including for the avoidance of doubt the Committees) of the Board or any general meeting has the necessary quorum throughout; and
9.1.6 give notice from time to time to the Secretary of the identity of such Member’s duly authorised representative(s) for the purposes of meetings of the Governing Body. Each Member shall also procure that a duly authorised representative of such Member is present at each meeting of the Governing Body and that such duly authorised representative has the requisite authority to attend, vote and speak at such meeting of the Governing Body on all matters before such meeting of the Governing Body. For the avoidance of doubt, although each Member will be entitled to have more than one duly authorised representative from time to time, only one authorised representative will be entitled to attend any meeting of the Governing Body on behalf of such Member.
9.2 The management of the Company shall be vested in the Board provided that the day to day management of the Company, within the terms of the Business Plans (subject to clause 15), will be the responsibility of the Chief Executive subject always to the responsibilities of the Committees and the Management Team. Without prejudice to the generality of the foregoing, the Board will determine the general policy of the Company and the manner in which that is to be carried out including any terms of reference for the Chief Executive and/or the Management Team (subject to the express provisions of this Agreement and the Articles).
9.3 The Board may appoint and remove the Management Team from time to time subject always to the ...
CONDUCT OF THE COMPANY’S AFFAIRS. 5.1 The business of the Company shall be the Business.
5.2 The parties agree that the Company, for so long as this Agreement remains in full force and effect, shall:
5.2.1 carry on the Business in accordance with the Key Documents;
5.2.2 adhere to the Policies;
5.2.3 comply with the Key Documents; and
5.2.4 procure the attendance of one of the Directors and/or the Board Chair and/or such other appropriate representative of the Company at meetings of The Trading Board to report on the progress of the Company as against the Business Plan.
CONDUCT OF THE COMPANY’S AFFAIRS. 4.1 The Board shall be responsible for the day to day management of the Company and without prejudice to the generality of the foregoing the Company shall:
4.1.1 transact all its business on arm’s length terms;
4.1.2 maintain, with a well-established and reputable insurer, adequate insurance against all risks usually insured against by companies carrying on the same or a similar business and (without prejudice to the generality of the foregoing for the full replacement or reinstatement value of all its assets of an insurable nature;
4.1.3 not acquire, dispose, hire, lease, license or take licences of any assets, goods, rights or services otherwise than at the best price reasonably obtainable in the circumstances;
4.1.4 keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to the Business;
4.1.5 provide the Member [quarterly] with unaudited management accounts for the preceding financial quarter in a form reasonably acceptable to the Member together with a budget and cashflow forecast for the remaining period of that Financial Year;
4.1.6 prepare its accounts in accordance with the Act and in accordance with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom;
4.1.7 prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited as soon as practicable and in any event not later than 4 months after the end of the relevant accounting reference period;
4.1.8 make arrangements for the administration of the Funds in accordance with clause 5;
4.1.9 fulfil those elements of its purpose in relation to [skills] in accordance with clause 6; and
4.1.10 fulfil its role under the Articles in relation to the appointment of Directors in accordance with clause 7.
CONDUCT OF THE COMPANY’S AFFAIRS. The Shareholders undertake to one another that they shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure that at all times during the term of this Agreement -
5.1 The business of the Group consists exclusively of the existing business of the Group as at the date hereof save and except other business as the parties hereto may agree;
5.2 The Company shall comply with the provisions of its Memorandum and Articles of Association;
5.3 The Memorandum and Articles of Association of the Company or its subsidiary or associated company will not be altered and no further articles or resolutions inconsistent therewith will be adopted or passed unless the terms of such articles or resolution have been previously approved in writing by each of the Shareholders;
5.4 All bank accounts, cheques, bills, notes, drafts or loans and credit facilities shall require the signatures of at least two Directors; and
5.5 Board meetings of the Company and its subsidiary shall be convened at least once a month, by not less than 3 days’ notice in writing accompanied by an agenda specifying the business to be transacted provided that in time of emergency shorter notice may be given if the Company or its subsidiary (as the case may be) has used it best endeavours to serve the said notice and agenda on all Directors or directors of the subsidiary of the Company.
CONDUCT OF THE COMPANY’S AFFAIRS. 6.1 The Shareholders shall exercise all rights available to them in relation to the Company and the Company shall do everything necessary to procure (so far as they are able to do so) that during the term of this Agreement
6.1.1 the business of the Company eonsists exclusively of the Business;
6.1.2 the Shareholders are given full opportunity to examine the books and accounts kept by the Company, are supplied with all relative information, including monthly management accounts and operating statistics and such other trading and financial information in such form as they reasonably require to keep each of them properly informed about the business of the Company and its Subsidiaries and generally to protect their interests;
6.1.3 the auditors of the Company shall be Brebners or such other firm of chartered accountants as the Shareholders agree in writing;
6.1.4 the Company complies with the provisions of its Memorandum and Articles of Association to the extent that they are not inconsistent with any provisions set out herein; and
6.1.5 any company which becomes a Subsidiary adopts a memorandum and articles of association in a form approved by the Shareholders in writing.
CONDUCT OF THE COMPANY’S AFFAIRS. The Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (insofar as they are able by the exercise of those rights and powers) that at all times during the term of this agreement the Company shall comply with the provisions of the Articles.
CONDUCT OF THE COMPANY’S AFFAIRS. (a) The Company, Xxxxxxxx and the Xxxxxx Stockholders agree to exercise all rights available to them to cause the Board and the management of the Company to operate the business of the Company in the ordinary course and in accordance with the Company Organizational Documents, the First Tranche Agreement and the Second Tranche Agreement.
(b) For a period of one (1) year following the consummation of the Second Tranche (the “Transition Period”), the Company, Kakaopay and the Xxxxxx Stockholders agree to cause the Board and the management of the Company, as applicable, to implement the Company’s business plan as such business plan has been agreed to by such Parties as of the date hereof, which business plan includes those items set forth on Section 4.5(b) Disclosure Schedule for the First Tranche Agreement and Schedule 4.7(b) of the Company Disclosure Schedule for the Second Tranche Agreement, respectively.
(c) The use of investments proceeds will be used as documented in Schedule II hereto, provided that the Company provides a written report to the Board on the planned monthly expenditures prior to incurring such expenditures. The Company, Xxxxxxxx and the Xxxxxx Stockholders further agree that any material changes to such business plan or material deviations in the operations of the Company from such business plan during the Transition Period, shall require the prior written consent of the Xxxxxx Directors. Kakaopay and the Xxxxxx Stockholders shall cause each of the Kakaopay Directors and the Xxxxxx Directors, as applicable, to take all required actions necessary to implement the provisions set forth in this Section 2.3.
(d) Notwithstanding anything contained in this Article II to the contrary, any item set forth on Schedule 4.5(b) of the Company Disclosure Schedule for the First Tranche Agreement and Schedule 4.7(b) of the Company Disclosure Schedule for the Second Tranche Agreement may be approved by a simple majority of the Board in accordance with the Company Organizational Documents and shall not be subject to the provisions of Section 2.4 of this Agreement]
CONDUCT OF THE COMPANY’S AFFAIRS. 4.1 The Shareholders shall exercise all rights available to them in relation to the Company and the Company shall do everything necessary to procure (so far as they are able to do so) that during the term of this Agreement:
4.1.1 the business of the Company consists exclusively of the business of distribution of pre-paid services in the telecommunication and other industries;
4.1.2 the Shareholders are given full opportunity to examine the books and accounts kept by the Company and are supplied with all relative information, including monthly and quarterly management accounts, operating statistics and statements and such other trading and financial information in such form as they reasonably require to keep each of them properly informed about the business of the Company and generally to protect their interests. Such accounts and statements shall be issued within 15 days of the end of the relevant month or quarter, as the case the may be;
4.1.3 the auditors of the Company are such firm of chartered accountants as UTG shall agree in writing;
4.1.4 the bankers of the Company are Barclays Bank Plc, Clapham Common Branch, or such other bankers as the Shareholders agree in writing;
4.1.5 the registered office of the Company is at Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx, Xxxxx, Xxxxxx, XX00 0XX or at such other place as the Shareholders agree in writing;
4.1.6 the Company complies with the provisions of its Memorandum and Articles;
4.1.7 the Accounting Reference Date for the Company shall be the 31st March and the first financial statements shall be for the period from the incorporation of the Company and ending 31 March 1999. The Directors shall procure that the financial statements of the Company are audited and approved prior to the 31st March in the year following the 31st December;
4.1.8 other than to register the Company as a public limited company the Memorandum and new Articles of Association of the Company are not altered and no further articles or resolutions inconsistent with them are adopted or passed unless the Shareholders agree in writing;
4.1.9 any company which becomes a Subsidiary of the Company adopts new Articles of Association in a form approved by the Shareholders in writing;
4.1.10 all cheques drawn by the Company in excess of (pound)10,000 are signed by two Directors;
4.1.11 the Board determines the general policy of the Company (subject to the express provisions of this Agreement), including the scope of their respective activities and operat...
