Designation; Purposes Sample Clauses

Designation; Purposes. M shall have the right to designate one employee of M, subject to the written consent of S-P (such consent not to be unreasonably withheld), to serve as the general manager of the Cholesterol Products and the ECLAFE Cholesterol Business in the EMEA (the “EMEA General Manager”). M may from time to time, subject to S-P’s written consent (such consent not to be unreasonably withheld), replace the EMEA General Manager with another employee of M. S-P shall have the right to cause the removal of the EMEA General Manager (subject to the written consent of M, not to be unreasonably withheld), provided that (i) such right shall be exercisable no more than once every two years and (ii) M shall have the right to designate a replacement for any removed EMEA General Manager subject to S-P’s written consent (such consent not to be unreasonably withheld). Except as otherwise provided in this Agreement and in any of the Related Agreements, the EMEA General Manager shall coordinate the activities of the ECLAFE Cholesterol Business in the EMEA by making recommendations to the EMEA Operating Board with respect to the operation and management of the Cholesterol Products and the ECLAFE Cholesterol Business in the EMEA and shall take such other actions as provided in the Related Agreements. The EMEA General Manager will coordinate EMEA development needs, develop Marketing and Educational Plans and strategic plans, oversee execution of plans and monitor performance (including receiving quarterly reports from each Country Marketing Committee in the EMEA regarding the execution of marketing, sales and promotion efforts) and otherwise be responsible for maximizing commercialization of the Cholesterol Products in the Field in the EMEA. The EMEA General Manager shall be fully dedicated to the ECLAFE Cholesterol Business in the EMEA and shall act in the best interests of the ECLAFE Cholesterol Business in the EMEA and shall not be involved in any activities relating to the competing products of S-P or M or any of their respective Affiliates (such as ZOCOR or [*]) unless the EMEA Operating Board agrees otherwise. The EMEA General Manager’s compensation shall be based on the success of the Cholesterol Products in the Field in the EMEA which, in the period prior to Launch of the Cholesterol Products in the Field in the EMEA, shall be determined by the EMEA Operating Board based on the ability to meet development timelines and, in the period following Launch of the Cholesterol Products in...
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Related to Designation; Purposes

  • Establishment and Designation of Series The establishment and designation of any Series or class of Shares shall be effective upon the resolution by a majority of the then Board of Trustees, adopting a resolution which sets forth such establishment and designation and the relative rights and preferences of such Series or class. Each such resolution shall be incorporated herein by reference upon adoption. Each Series shall be separate and distinct from any other Series and shall maintain separate and distinct records on the books of the Trust, and the assets and liabilities belonging to any such Series shall be held and accounted for separately from the assets and liabilities of the Trust or any other Series. Shares of each Series or class established pursuant to this Section 6, unless otherwise provided in the resolution establishing such Series, shall have the following relative rights and preferences:

  • Allocations for Capital Account Purposes For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) for each taxable period shall be allocated among the Partners as provided herein below.

  • Designation of Series Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates two series of Securities designated the “1.749% Guaranteed Notes due 2030” and the “2.772% Guaranteed Notes due 2050”, which Notes shall be deemed “Securities” for all purposes under the Base Indenture.

  • Designation and Amount The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 1,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

  • Designation of Start-up Day The Closing Date is hereby designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.

  • Designation of Additional Accounts The Seller hereby delivers herewith a computer file or microfiche or written list containing a true and complete list of all such Additional Accounts specifying for each such Account, as of the Additional Cut-Off Date, its account number, the aggregate amount of Receivables outstanding in such Account and the aggregate amount of Principal Receivables in such Account. Such file or list shall, as of the date of this Assignment, supplement Schedule 1 to the Agreement.

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