Common use of Delegation of Powers Clause in Contracts

Delegation of Powers. (a) The Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law), delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” or “Committee”), each consisting of one or more persons who are Directors, and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject to the provisions of the Companies Law. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Directors, subject to applicable law or any stock exchange rules or regulations. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, to the extent not superseded by any regulations adopted by the Board of Directors. Unless otherwise expressly prohibited by the Board of Directors, in delegating powers to a Committee of the Board of Directors, such Committee shall be empowered to further delegate such powers to a sub-committee of Directors or to an individual Director. (b) The Board of Directors may from time to time appoint a Secretary, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons. (c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him, her or it.

Delegation of Powers. (a) The Subject to Section 112 of the Companies Law, the Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law), may delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” or “Committee”)committees, each consisting comprising of at least: (i) one Orchestra Director, (ii) one ABV Director and (iii) up until the Second Milestone Closing Date, one NGT Director or more persons who are DirectorsOrdinary Director) in each case if appointed, and it may from time to time revoke such delegation or alter the composition of any such Committee, committee. Any committee so formed (in each case subject these Articles referred to the provisions as a “Committee of the Companies Law. Any Committee so formed Board of Directors”), shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Directors, subject to applicable law or any stock exchange rules or regulations. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, to the extent so far as not superseded by any regulations adopted by the Board of DirectorsDirectors under this Article. Unless otherwise expressly prohibited provided by the Board of Directors, Directors in delegating powers to a Committee of the Board of Directors, such Committee shall not be empowered to further delegate such powers to a sub-committee of Directors or to an individual Directorpowers. (b) The Without derogating from the provisions of Article 52, the Board of Directors may may, subject to the provisions of the Companies Law, from time to time appoint a Secretarysecretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fitmay think appropriate, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries terms and compensationconditions of employment, of all such persons, and may require security in such cases and in such amounts as it thinks appropriate. (c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(spurpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems thinks fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems may think fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him, her or it.

Delegation of Powers. (a) The Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law), delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” or “Committee”), each consisting of one or more persons who are Directorspersons, and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject to the provisions of the Companies Law. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of DirectorsBoard, subject to applicable law or any stock exchange rules or regulationslaw. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of DirectorsBoard, to the extent not superseded by any regulations adopted by the Board of DirectorsBoard. Unless otherwise expressly prohibited by the Board of Directorsor the applicable law, in delegating powers to a Committee of the Board of DirectorsCommittee, such Committee shall be empowered to further delegate such powers. If the Board delegates powers to a sub-committee of Directors or to an individual DirectorCommittee, at least one External Director shall serve on such Committee. (b) The Without derogating from the provisions of Article 26, the Board of Directors may from time to time appoint a SecretarySecretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons. (c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(spurpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him, her or it.

Delegation of Powers. (a) The Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law)53 Ordinance, delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” or “Committee”)committees, each consisting of one two or more persons who are (all of whose members must be Directors), and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject to the provisions of the Companies Lawcommittee. Any Committee so formed (in these Articles referred to as a "Committee of the Board of Directors"), shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Directors, subject to applicable law or any stock exchange rules or regulations. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, to the extent so far as not superseded by any regulations adopted by the Board of DirectorsDirectors under this Article. Unless otherwise expressly prohibited provided by the Board of Directors, Directors in delegating powers to a Committee of the Board of Directors, such Committee shall not be empowered to further delegate such powers to a sub-committee of Directors or to an individual Directorpowers. (b) The Without derogating from the provisions of Article 50, the Board of Directors may may, subject to the provisions of the Companies Ordinance, from time to time appoint a SecretarySecretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems may think fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies LawOrdinance, determine the powers and duties, as well as the salaries and compensationemoluments, of all such persons, and may require security in such cases and in such amounts as it thinks fit. (c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(spurpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems thinks fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems may think fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him, her or it.

Delegation of Powers. (a) The Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law), delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” ”, or “Committee”), each consisting of one or more persons (who are may or may not be Directors), and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject to the provisions of the Companies Law. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Directors, subject to applicable law or any stock exchange rules or regulationslaw. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, to the extent not superseded by any regulations adopted by the Board of Directors. Unless otherwise expressly prohibited by the Board of Directors, in delegating powers to a Committee of the Board of Directors, such Committee shall be empowered to further delegate such powers to a sub-committee of Directors or to an individual Directorpowers. (b) The Board of Directors may from time to time appoint a SecretarySecretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons. (c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him, her him or ither.

Delegation of Powers. Power to delegate any of the Directors' powers to a committee 24.1 The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; provided that any committee so formed shall include amongst its members at least two Directors unless otherwise required by applicable law or the rules of the Designated Stock Exchange; provided further that no committee shall have the power or authority to (a) The Board recommend to the Members an amendment of Directors these Articles (except that a committee may, subject to the provisions extent authorised in the resolution or resolutions providing for the issuance of Shares adopted by the Directors as provided under the laws of Jersey, fix the designations and any of the Companies Law preferences or rights of such Shares relating to dividends, redemption, dissolution, any distribution of assets of the Company or the conversion into, or the exchange of such Shares for, Shares of any other class or classes or any other series of the same or any other class or classes of Shares of the Company); (b) adopt an agreement of merger or consolidation; (c) recommend to the Members the sale, lease or exchange of all or substantially all of the Company's property and assets; (d) recommend to the Members a dissolution of the Company or a revocation of a dissolution; (e) recommend to the Members an amendment of the Memorandum; or (f) declare a dividend or authorise the issuance of Shares unless the resolution establishing such committee (or shall, where required the charter of such committee approved by the Companies Law), delegate any Directors) permits the committee to so declare or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” or “Committee”), each consisting of one or more persons who are Directors, and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject to the provisions of the Companies Lawauthorize. Any Committee committee so formed shall, shall in the exercise of the powers so delegated, delegated conform to any regulations that may be imposed on it by the Board of Directors. 24.2 Unless otherwise permitted by the Directors, subject a committee must follow the procedures prescribed for the taking of decisions by Directors. 24.3 The Directors may appoint any person, either generally or in respect of any specific matter, to applicable law be the agent of the Company with or without authority for that person to delegate all or any stock exchange rules or regulations. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adoptedthat person's powers. The meetings and proceedings Directors may make that appointment: (a) by causing the Company to enter into a power of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, to the extent not superseded by any regulations adopted by the Board of Directors. Unless otherwise expressly prohibited by the Board of Directors, in delegating powers to a Committee of the Board of Directors, such Committee shall be empowered to further delegate such powers to a sub-committee of Directors attorney or to an individual Director.agreement; or (b) in any other manner they determine. 24.4 The Board of Directors may from time to time appoint a Secretary, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of at any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons. (c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or person or body of persons persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company at law or in fact for such purposes(s) purposes and with such powers, authorities and discretions, discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions, conditions as it deems they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems may think fit, and may also authorize authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him. 24.5 Any power of attorney or other appointment may contain such provision for the protection and convenience of persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him, her or itthat person.

Delegation of Powers. (a) The Subject to Article 73 and to Section 112 of the Companies Law, the Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law), may delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” or “Committee”)committees, each consisting of one or more persons any Director who are Directorshas indicated his/her interest to serve in such committee (each an "Interested Director"), and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject committee (provided that any Interested Director shall continue to the provisions be a member of the Companies Lawany such committee). Any Committee so formed (in these Articles referred to as a “Committee of the Board of Directors”), shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Directors, subject to applicable law or any stock exchange rules or regulations. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, to the extent so far as not superseded by any regulations adopted by the Board of DirectorsDirectors under this Article. Unless otherwise expressly prohibited provided by the Board of Directors, Directors in delegating powers to a Committee of the Board of Directors, such Committee shall not be empowered to further delegate such powers to a sub-committee of Directors or to an individual Directorpowers. (b) The Without derogating from the provisions of Article 51, the Board of Directors may may, subject to the provisions of the Companies Law, from time to time appoint a SecretarySecretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fitmay think appropriate, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries terms and compensationconditions of employment, of all such persons, and may require security in such cases and in such amounts as it thinks appropriate. (c) The Board of Directors may from time to timetime appoint, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be in the attorney or attorneys name of the Company at law Company, (an) advisor(s), counsel, (an) attorney(s), (a) consultant(s) or in fact other third party to provide strategic advice, scientific assessments, legal advice, general business development advice or other specialist advice. The fees for such purposes(sadvice will be paid by the Company. (d) and with such powersWithout derogating from the provisions of Article 38(a), authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fitmay form an HR Committee. To the extent that such a committee is formed, it shall be comprised of the Pontifax Director, the director representing the Preferred A Shareholders, and may also authorize any such attorney to delegate the director representing the Preferred B Shareholders. To the extent formed, the HR Committee will review and approve the terms of employment of all or any VP level management of the powersCompany. (e) Without derogating from the provisions of Article 38(a), authorities the Board of Directors may form a Business Development and discretions vested in himManagement Committee. To the extent that such committee is formed, her or itit shall include the Pontifax Director. In addition, to the extent such committee is formed, representatives of Pontifax will serve as external members of the Business Development and Management Committee.

Delegation of Powers. ​ (a) The Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law), delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” or “Committee”), each consisting of one or more persons who are Directorspersons, and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject to the provisions of the Companies Law. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of DirectorsBoard, subject to applicable law or any stock exchange rules or regulationslaw. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of DirectorsBoard, to the extent not superseded by any regulations adopted by the Board of DirectorsBoard. Unless otherwise expressly prohibited by the Board of Directorsor the applicable law, in delegating powers to a Committee of the Board of DirectorsCommittee, such Committee shall be empowered to further delegate such powers. If the Board delegates powers to a sub-committee of Directors or to an individual DirectorCommittee, at least one External Director shall serve on such Committee. (b) The Without derogating from the provisions of Article 26, the Board of Directors may from time to time appoint a SecretarySecretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons. (c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(spurpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him, her or it.

Delegation of Powers. (a) 42.1 The Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law), delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” or “Committee”)committees, each consisting of one two or more persons who are Directorspersons, and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject to the provisions of the Companies Lawcommittee. Any Committee so formed (in these Articles referred to as a “Committee of the Board of Directors”), shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Directors, Directors and shall be subject to applicable law or any stock exchange rules or regulations. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adoptedArticle 77 below. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, to the extent so far as not superseded by any regulations adopted by the Board of DirectorsDirectors under this Article. Unless otherwise expressly prohibited provided by the Board of Directors, Directors in delegating powers to a Committee of the Board of Directors, such Committee shall not be empowered to further delegate such powers to a sub-committee of Directors or to an individual Directorpowers. (b) 42.2 The Board of Directors may may, subject to the provisions of the Companies Law and to Article 77 below, from time to time appoint a SecretarySecretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems may think fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies LawLaw and of Article 77 below, determine the powers and duties, as well as the salaries and compensationemoluments, of all such persons, and may require security in such cases and in such amounts as it thinks fit. (c) The 42.3 Subject to the provisions of Article 77 below, the Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(spurpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems thinks fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems may think fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him, her or it.

Delegation of Powers. (a) The Board of Directors may, subject to the provisions of the Companies Law (or shall, where required by the Companies Law), delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors” ”, or “Committee”), each consisting of one or more persons who are Directors, and it may from time to time revoke such delegation or alter the composition of any such Committee, in each case subject to the provisions of the Companies Law. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Directors, subject to applicable law or any stock exchange rules or regulationslaw. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, to the extent not superseded by any regulations adopted by the Board of Directors. Unless otherwise expressly prohibited by the Board of Directors, in delegating powers to a Committee of the Board of Directors, such Committee shall be empowered to further delegate such powers to a sub-committee of Directors or to an individual Director. (b) The Board of Directors may from time to time appoint a SecretarySecretary to the Company, as well as officersOfficers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons. (c) The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him, her him or ither.