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Director's Covenants Sample Clauses

Director's Covenants. 10.1 During and by virtue of his employment hereunder the parties acknowledge that the Director will acquire trade secrets and other highly confidential information in the nature of trade secrets. Accordingly, in order to give reasonable protection to the Company in respect of its proprietary interests in such matters the parties agree as further set forth in this clause. 10.2 For a period of twelve months after the effective date of termination of the Director's employment hereunder the Director shall not (without the prior written consent of the Board which may be given or refused in the Board's sole discretion) become employed or engaged by any person firm or company, or become concerned with the ownership or management, whether directly or indirectly, of any company firm or business, which at the effective date of the termination of the Director's employment – wholly or partly carries on a trade or business in the same fields of activities carried on by the Company or by companies within the Unilever Organisation, or – is a regular supplier or customer of the Company or any company within the Unilever Organisation.
Director's Covenants. The Director hereby covenants with the Organisation as follows: 5.1 To maintain the Premises in good and substantial repair and condition as nearly as possible as the same were in on the day in which this Agreement was entered into (reasonable wear and tear excepted) and to immediately remedy any structural defects with respect to any building. 5.2 The Director must carry out any repairs specified in such notice issued under clause 4.5 (e) that do not arise from any fault of the Organisation within 28 days after receipt of the notice, unless the notice relates to a heating element of a cooking stove in which case the Director must carry out any repairs within 14 days of the notice. 5.3 If an Essential Service ceases to function: a) the Organisation must notify the Director as soon as practicable of the need for urgent repair. b) the Director must carry out the necessary repairs or otherwise cause the Essential Service to be restored, as soon as practicable after the notification. 5.4 If damage occurs to the Premises requiring emergency repairs that do not arise from any fault of the Organisation: a) the Organisation must notify the Director as soon as practicable of the need to repair the damage. b) the Director must carry out the necessary repairs or otherwise cause the Essential Service to be restored, as soon as practicable after the notification. 5.5 If the Organisation is unable to contact the Director or the Director fails to arrange for the carrying out of any repairs of Essential Services or emergency repairs and that the damage is likely to result in further damage to, or deteriorations of the Premises the Organisation may authorise a suitable repairer to repair the damage with such repair to be carried out to the extent required to prevent further damage or deterioration of the Premises. 5.6 The cost of any repairs carried out under clause 5.3 or 5.4 must be paid by the Director. 5.7 The cost of any repairs carried out under clause 5.5 must be paid by the Organisation and reimbursed by the Director within 14 days of receiving a statement from the repairer of the cause of the need for repair, a copy of the account and receipt of payment, unless the Director makes application to dispute liability under section 36 of the Residential Tenancy Xxx 0000. 5.8 To pay for repair of any damage to any part of the Premises caused by wilful, negligent, or careless action by the Organisation, tenants, visitors, friends or children in excess of the initial $2,00...
Director's Covenants. 10.1 During and by virtue of his employment hereunder the parties acknowledge that the Director will acquire trade secrets and other highly confidential information in the nature of trade secrets. Accordingly, in order to give reasonable protection to the Company in respect of its proprietary interests in such matters the parties agree as further set forth in this clause. nvdscon 10.2 For a period of twelve months after the effective date of termination of the Director's employment hereunder the Director shall not (without the prior written consent of the Board which may be given or refused in the Board's sole discretion) become employed or engaged by any person firm or company, or become concerned with the ownership or management, whether directly or indirectly, of any company firm or business, which at the effective date of the termination of the Director's employment - wholly or partly carries on a trade or business in the same fields of activities carried on by the Company or by companies within the Unilever Organisation, or - is a regular supplier or customer of the Company or any company within the Unilever Organisation.
Director's Covenants. 15.1 The Directors and the Company acknowledge that the Broker is entering into this agreement in reliance upon the execution and observance by each of the Directors of the letters of appointment referred to in the Prospectus and accordingly the Company undertakes to the Broker that it will not before the first anniversary of the date on which Admission occurs without the prior written consent of the Broker (such consent not to be unreasonably withheld or delayed): 15.1.1 make any material amendment to any of such letters of appointment (other than normal and reasonable increases in benefits and remuneration or additional remuneration payable to a Director under any bonus or incentive scheme adopted by the Company); and 15.1.2 waive or release any Director from any provision of the relevant letter of appointment and it will do all such acts and things to enforce or preserve the rights of the Company under such letter of appointment (including without limitation the institution of legal proceedings) as shall be necessary to ensure compliance by the relevant Director. 15.2 Each of the Directors severally covenants with and undertakes to the Broker and, as a separate covenant, with and to the Company that, except as otherwise agreed (such agreement not to be unreasonably withheld or delayed) in writing by the Broker he will, unless prevented through illness or injury, at least until the first anniversary of Admission, observe the terms of his appointment as a director and the provisions of his letter of appointment and will not terminate the same.
Director's Covenants. The Director covenants and agrees: (a) that he will not: (i) sell, assign, transfer, convey, encumber or surrender any Compensation other than to CPPIB; or (ii) permit any Compensation to become in any way charged, encumbered or affected by any act or omission of the Director; (b) in respect of any Consideration represented by securities: (i) that he will account to CPPIB for all dividends, rights or income which he may receive in respect of such securities and will forthwith remit such dividends, rights or income to CPPIB; (ii) that he will vote such securities at all meetings of the issuer of such securities in accordance with the instructions of CPPIB and he will, upon request of CPPIB, execute from time to time such instruments of proxy in favour of CPPIB or, upon the written instructions of CPPIB, such person, firm or corporation designated by CPPIB; (iii) to use his commercially reasonable efforts to assign, transfer and convey registrable title to any such securities to CPPIB, within ten (10) business days of receipt of a written request from CPPIB to do so, subject to any restrictions in applicable securities law or the terms of any relevant Compensation Agreement; and (iv) to sell any such securities or to exercise any such convertible securities, within ten (10) business days of receipt from CPPIB of a written request to do so and, in the case of the exercise of convertible securities for cash, sufficient funds to effect such exercise; (c) that he will hold all Compensation on behalf of CPPIB and will do all necessary acts and execute all necessary documents to transfer legal title to any Compensation to CPPIB, within ten (10) business days of receipt of a written request from CPPIB to do so; (d) to deliver to CPPIB any cash amounts received as or realized from Compensation (including amounts realized on the sale of securities) within ten (10) business days following receipt of such amounts, and the Director shall not be entitled to set off against such amounts any Compensation Expenses (as defined below); (e) to provide copies of all Compensation Agreements to CPPIB within ten (10) business days of receipt of same by the Director; and (f) to keep and maintain true and accurate books, records and accounts relating to the Compensation and provide access in respect of same to CPPIB.

Related to Director's Covenants

  • 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.

  • 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. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

  • Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Reporting Subawards and Executive Compensation a. Reporting of first-tier subawards.

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Compensation of Directors; Expenses The Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.