DIRECTORS AND MANAGEMENT. 5.1 The Board has responsibility for the supervision and management of the JVC and its Business, subject to clause 4.
5.2 There shall be a minimum number of Five directors on the Board made up of Three SJV Holding Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its election. The size of the Board may be increased from time-to-time, provided that SJV Holding will be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of the Board.
5.3 The post of chairman of the Board shall be held by an SJV Holding Director. The chairman shall have a casting vote. If the chairman for the time being is unable to attend any meeting of the Board, SJV Holding shall be entitled to appoint another SJV Holding Director to act as chairman at the meeting.
5.4 If OJV Holding elects not to appoint any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shall have the right to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board.
5.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a director. The appointment or removal takes effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director.
5.6 The party removing a director shall indemnify and keep indemnified the JVC against any claim connected with the director's removal from office.
5.7 The parties intend there to be a meeting of the Board at least Four times each year to be held at the principal offices of JVC or at such other location as may be designated by the chairman.
5.8 The chairman may, and at the request of two or more directors, the secretary shall, call a meeting of the Board.
5.9 The parties shall ensure that at least seven Business Days' notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by:
(a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and
(b) copies of any papers to be discussed ...
DIRECTORS AND MANAGEMENT. 7.1 The Board has responsibility for the supervision and management of the JVCo and its Business, subject to clause 4.
7.2 Subject to clause 10.10, there shall be four (4) directors on the Board made up of two (2) Top Ships Directors and two (2) Gunvor Directors.
7.3 Gunvor may appoint a Gunvor Director, and remove a Gunvor Director whom it has appointed, by giving notice in writing to JVCo and Top Ships. Top Ships may appoint a Top Ships Director, and remove a Top Ships Director whom it has appointed, by giving notice in writing to JVCo and Gunvor. The appointment or removal takes effect on the date on which the notice is received by JVCo or, if a later date is given in the notice, on that date.
7.4 The Shareholder removing a Director shall indemnify and keep indemnified the JVCo against any claim connected with the Director's removal from office.
7.5 The Parties intend there to be a meeting of Directors at least once every three (3) months. Participation in such meetings by telephone or other similar methods whereby such the participating person may at the same time hear and be heard by everybody else present at the meeting will be permitted and persons who participate in this way shall be considered present at the meeting.
7.6 The Parties shall ensure that at least ten (10) Business Days' notice of a meeting of Directors is given to all Directors entitled to receive notice accompanied by an agenda specifying in reasonable detail the matters to be raised.
7.7 A shorter period of notice of a meeting of Directors may be given if at least one (1) Top Ships Director and one (1) Gunvor Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of notice.
7.8 The quorum at a meeting of Directors at which there are to be discussed any Board Reserved Matter (including adjourned meetings) is all of the Directors at the time of the meeting.
7.9 The quorum at any other meeting of Directors (including adjourned meetings) is one (1) Top Ships Director and one (1) Gunvor Director.
7.10 No business shall be conducted at any meeting of Directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business.
7.11 The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason a quorum is not present within thirty (30) minutes of the time specified for a Directors' me...
DIRECTORS AND MANAGEMENT. 3.1 The Directors of the Company are appointed and dismissed by the Council.
3.2 The Board has responsibility for the supervision and management of the Company and its business. The Board shall ensure that the Company shall not transact any of the business described in the Shareholder Reserved Matters without first referring the matter to the Council for decision.
3.3 Where the Directors are employees or officers of the Council they shall not be entitled to any remuneration from the Company in their capacity as Directors and their expenses shall be reimbursed by the Council (and recharged to the Company by the Council). Where the Directors are elected members of the Council then they shall only be entitled to remuneration and expenses in accordance with the Local Authorities (Companies) Order 1995.
3.4 Any Secretary appointed in accordance with Article 37 who is an employee or officer of the Council shall not be entitled to any remuneration from the Company in their capacity as Secretary and their expenses shall be reimbursed by the Company.
3.5 The Company shall procure that Board meeting occur at least quarterly.
DIRECTORS AND MANAGEMENT. (a) Purchaser and Purchaser's Board of Directors shall take such action as may be necessary to (i) cause the number of directors comprising the full Board of Directors of Purchaser immediately prior to or at the Closing Date to be 28 persons, 24 of whom shall be then existing directors of Purchaser prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser (collectively, the "Seller Designees"); (ii) elect, as of the Closing Date, one (1) among the Seller Designees to each of the Executive Committee, Nomination and Compensation Committee and Audit Committee (subject to the proviso to the second sentence of Section 5.9(b)) (or any committee or committees performing comparable functions) of the Board of Directors of Purchaser (the "Seller Committee Representation"), and (iii) cause the number of directors comprising the full Board of Directors of Purchaser Bank immediately prior to or at the Closing Date to be 27 persons, 23 of whom shall be then existing directors of Purchaser Bank prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser.
(b) From and after the Closing Date, Seller shall be entitled to, and Purchaser and the Purchaser Board of Directors shall take all action necessary or advisable to maintain in place (including nominating, appointing or electing persons designated by Seller), the Seller Committee Representation until the date that Seller no longer holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock (the "Sunset Date"). Seller may, and shall have the sole right to, remove any Seller Designee from any committee upon which such Seller Designee is serving and appoint a director to fill any vacancy, regardless of the cause of such vacancy, on any such committee or the Purchaser Board of Directors caused by the departure of any such Seller Designee (other than a vacancy caused by the occurrence of the Sunset Date or one of the thresholds contemplated by Section 5.9(d) being triggered), PROVIDED that any replacement committee members shall meet the requisite independence and expertise requirements prescribed under applicable law or stock exchange rules.
(c) From and after the Closing Date and until the Sunset Date, the Purchaser Board of Directors shall not take, or make any recommendation to Purchaser shareholders with...
DIRECTORS AND MANAGEMENT. 4.1 The Board has responsibility for the supervision and management of the Company and its Business, subject to Clause 3.
4.2 The term of directors of the Company shall be three (3) years. There shall be seven (7) directors on the Board made up of four (4) independent directors and three (3) non-independent directors. One (1) of the seven (7) directors shall be AB7 Director. After the completion of the subscription for new shares in the Company by AB7 pursuant to the Investment Agreement, and in case there are seven (7) or more non-independent directors on the Board, AB7 shall have the right to appoint up to two (2) AB7 Directors in total. Notwithstanding the foregoing, at its discretion AB7 may decide to appoint only one (1) AB7 Director or not to appoint any person as director of the Company, and under such circumstances BVI-1 shall appoint the corresponding number of director(s) as BVI-1 Directors.
4.3 The chairman of the Board shall not have a casting vote. The remuneration package of the directors and supervisors (if any) of the Company and each of its Subsidiaries shall be proposed by Xx. Xxxxx and approved by BVI-1, BVI-2, and AB7 in writing pursuant to Clause 3.1.
4.4 AB7 shall have the right to appoint two (2) representatives to attend as observers at each and any meeting of the Board and at each and any meeting of any committee of the directors. The observer shall be entitled to receive notice of, and attend and speak at, all meetings of directors and meetings of any committee of the directors and to receive copies of all board papers as if a director, but shall not be entitled to vote on any resolutions proposed. Notwithstanding the forgoing, each director of the Company shall respect the opinions of the observers. All expenses (including travel and accommodation) required for the observers to attend any meeting of the Board and any meeting of any committee of the directors shall be borne by AB7.
4.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the Company and the Board. The appointment or removal takes effect on the date on which the notice is received by the Company or, if a later date is given in the notice, on that date. No party shall be entitled to remove a director appointed by the other party.
4.6 The parties intend there to be a meeting of directors at least once a quarter to be held. Any and all expenses (including travel and accommodation) required for a director to attend any...
DIRECTORS AND MANAGEMENT. 3.1 The parties hereto acknowledge and agree that only XXX shall be entitled to nominate and appoint directors of MAL.
3.2 The parties hereto acknowledge and agree that only XXX shall be entitled to nominate and appoint directors of CAS.
3.3 The Boards of the Subsidiaries have responsibilities for the supervision and management of the businesses and operations of the Subsidiaries.
3.4 The Boards of the Subsidiaries have the sole right to:
(a) Deploy and apply the Capital Investment to run the Subsidiaries.
(b) Manage the businesses at their discretion.
DIRECTORS AND MANAGEMENT. 3.1 The appointment or reappointment of any person who is willing to act as a Director (and is permitted by law, and by any specific regulatory body applicable, to do so) shall first be recommended by the Club Board.
3.2 Three months before the date set for the Club's AGM the Trustees shall receive notification of those Directors to be presented for appointment or reappointment at that meeting. Those Directors shall at least six weeks prior to the date of the meeting provide to the Trustees a resume of their activities and achievements during their term of office or, if the Director is being presented for appointment, their CV. This submission shall be confirmed as true and fair by the Club Board Chair) in office at that date.
3.3 The named Directors shall, if required to do so, attend in person a Trustees meeting in advance of the Annual General Meeting.
3.4 From May 2024 until otherwise agreed by the Trustees, the Football Club Board will contain two democratically elected supporter representatives. This process will be run by the Trust with support from the Club.
3.5 The Club Board may invite whoever it shall deem fit to enable it best to proceed to attend the part/s of any Board Meeting appropriate to the skills/knowledge of that individual.
DIRECTORS AND MANAGEMENT. 3.1 The parties hereto acknowledge and agree that only Xxxxxx shall be entitled to nominate and appoint directors of MOD.
3.2 The parties hereto acknowledge and agree that only Xxxxxx shall be entitled to nominate and appoint directors of AUS.
3.3 The boards of directors of the Subsidiaries have responsibilities for the supervision and management of the businesses and operations of the Subsidiaries.
3.4 The Boards of the Subsidiaries have the sole right to:
(a) Deploy and apply the Capital Investment to run the Subsidiaries.
(b) Manage the businesses at their discretion.
(c) Run the Alibaba’s TaoBao Girls project at their discretion.
DIRECTORS AND MANAGEMENT. 5.1 Subject to the following sentence, the Board is hereby granted full and complete authority to supervise and manage the business, property and affairs of the Company and its Subsidiaries. Subject to Applicable Law, the Board is hereby empowered to take, and to cause the Company and its Subsidiaries to take, any and all actions the Board deems necessary or appropriate in its discretion, subject only to the prior written approval of each Shareholder (which approval shall not be unreasonably withheld) before taking any action in relation to:
(a) any amalgamation or merger of the Company with any other company or business undertaking (whether by scheme of arrangement or otherwise), or any sale or other disposition of all or substantially all the assets of the Company and its Subsidiaries, taken as a whole;
(b) any termination of the Collaboration Agreement pursuant to Section 13.5 (Failure to Reach Certain Net Sales Levels) thereof (it being agreed that the Company shall consult with Lucky Parent in connection with any termination of the Collaboration Agreement by the Company but that the consent of Shareholders shall not be required for any terminations of the Collaboration Agreement other than pursuant to Section 13.5);
(c) without limiting clause 19.1, any amendment or modification of, or waiver to, the terms of the Collaboration Agreement, which amendment, modification or waiver by its terms (i) reduces the Company’s share of Pre-tax Profits (as defined in the Collaboration Agreement) or (ii) affects the economic interests of a Jupiter Shareholder in this Agreement differently than the economic interests of a Lucky Shareholder in this Agreement;
(d) any sale or assignment of the Company’s interest in the Collaboration Agreement;
(e) any sale or assignment of any asset of the Company or any of its Subsidiaries that would adversely affect in any material respect the Company’s ability to perform under the Collaboration Agreement (other than compulsory sales or assignments required by Applicable Law);
(f) without limiting clause 16.2, any amendment to the Company’s memorandum of association or articles of association (for clarity, any increase to the authorized Class C Shares of the Company shall not be regarded as an amendment to the Company’s memorandum of association or articles of association);
(g) at any time during the Capital Call Period (other than following a Funding Default by Lucky Sub-1), the incurrence of Indebtedness by the Company or any of i...
DIRECTORS AND MANAGEMENT. 6.1 The Business and affairs of the JVC shall (subject to the Shareholder Matters referred to in Article 7.2) be managed by the Board of the JVC. The Board shall consist of four (4) persons [vary number as appropriate] of which:
6.1.1 ABC shall be entitled to appoint and maintain in office two
