Directors’ Conflict Sample Clauses

Directors’ Conflict. Each of the Existing Shareholders hereby represents and warrants to each other that in the event that it and/or its Affiliates invest in other companies that are in similar business as and are in competition with the Group (“Competing Companies”), it shall (a) not appoint the Director of the Company as the director or other officer of the Competing Companies; (b) not appoint the director or other officer of the Competing Companies as the Director of the Company; and (c) put in place suitable safeguards and Chinese wall to ensure that the Directors appointed by it (if any) to the Board do not disclose and/or share the information concerning the Group with the Competing Companies and that it will procure the resignation of such Directors from the Board as soon as practicable, if there is any actual conflict of interest arising from its aforesaid investment. Upon the recommendation of the ACF Committee and subject to the approval of the Board (including approval from the Majority Preference Directors as provided in Clause 4.1.26), the Company shall formally adopt and implement the Pre-Listing ESOS prior to a Qualifying IPO. The ACF Committee shall administer the Pre-Listing ESOS and be responsible for recommending the grant of all options thereunder. The terms of the Pre-Listing ESOS shall provide that upon exercise of any option, the holder of such option shall execute a Joinder and become a party to this Agreement as if an original signatory hereto.
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Related to Directors’ Conflict

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Voting Provisions Regarding Board of Directors 1.1 For purposes of this Agreement, the term “

  • The Board of Directors AGREES TO—

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

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