DIRECTORS' CONFLICTS Sample Clauses

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DIRECTORS' CONFLICTS. If any Director believes that his fiduciary duties to the Company may conflict with his obligations to the Shareholder upon whose request he is nominated and appointed, such Director shall be entitled to withdraw from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the directors or otherwise), in which case such decision (including in relation to any Reserved Matter) shall, subject to applicable law or regulation and clause 8.6, be referred to the Shareholders for a decision either through written resolution or at a general meeting of the Shareholders.
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DIRECTORS' CONFLICTS. 1.1 A "conflict situation" means a situation in which a director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company: 1.1.1 including a situation relating to the exploitation of any property, information or opportunity, irrespective of whether the Company could take advantage of the property, information or opportunity; 1.1.2 excluding a situation which could not reasonably be regarded as likely to give rise to a conflict of interest; and 1.1.3 excluding a situation involving a transaction or arrangement. 1.2 A director shall not infringe his duty to avoid a conflict situation if the matter or situation which would otherwise result in that director infringing that duty arises out of or results from that director or alternate: being a director, officer, employee, consultant or member of any other group company; or 1.2.1 being (directly or indirectly) involved with or interested in, any other group company; for the reason that any such matter or situation is hereby authorised and no further authorisation, whether pursuant to article 15.3 or otherwise, is required in respect of such matter or situation. In addition, any such director shall not be in breach of any other duties he owes to the Company, including the duty to exercise independent judgment, as a result of him being involved in other group companies in the manner referred to in this article 15.2. 1.3 Any other matter or situation which would otherwise result in a director infringing his duty to avoid a conflict situation may be authorised by the Directors. Any such authorisation will only be effective if: 1.3.1 the quorum at the meeting of the Directors at which that matter or situation is considered is met without counting the director in question or any other interested director; and 1.3.2 the matter or situation was agreed to without their voting or would have been agreed to if their votes had not been counted. 1.4 Any authorisation given by the Directors in accordance with article 15.3: 1.4.1 may (at the time it is given or at any subsequent time) be made subject to such terms and such conditions as the Directors consider appropriate; and 1.4.2 may be revoked or varied by the Directors (any such revocation or variation will not affect anything previously done by the relevant director in accordance with such prior authorisation). 1.5 Where in relation to a director, a matter or situation is authorised under article 15.2 or sp...
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Related to DIRECTORS' CONFLICTS

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • 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.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Managers Compensation Any or all Managers may receive such reasonable compensation for their services, whether in the form of salary or otherwise, with expenses, if any, as the Board may reasonably determine. Any such compensation and expense will be paid by the Member.

  • Independent Directors As long as any Trust Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in Bankruptcy for any Affiliate of the Company.