Directors’ Duties. Director will serve as a Director of the Company. Director’s duties shall include those which are designated or assigned to him from time to time by the Board of Directors of the Company or the By-laws of the Company, provided those duties are of the type customarily discharged by a person holding the same or similar offices in a company of similar size and operations as the Company.
Directors’ Duties. A Director owes the duty of loyalty to Regional Group. Directors must conduct Regional Group business free of influence by personal interest and follow AAR's conflict of interest policy (as amended from time to time). A Director shall disclose to the Board as a matter of record any conflict of interest in the outcome of a matter to be considered by the Board. At the meeting at which such matter is discussed, the Director shall be counted for quorum purposes but may not use personal influence or vote when the Board considers the matter. However, no Director is required to manage Regional Group as his or her sole and exclusive function. Each Director may have other interests and may engage in other activities in addition to those relating to Regional Group. Neither AAR, the Regional Group, nor any Member has any right, by virtue of this Operating Agreement, to share or participate in such other interests or activities of a Director or to the income or proceeds derived therefrom. No Director will incur any liability to AAR, Regional Group, or to any of the Members as a result of engaging in any venture.
Directors’ Duties. The parties hereto acknowledge that each Principal Stockholder is entering into this Agreement solely in his or her capacity as a stockholder of the Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to (a) require any Principal Stockholder, in his or her capacity as a director and/or officer of the Company and/or the Bank, as applicable, to act or fail to act in accordance with his or her fiduciary duties in such director and/or officer capacity or (b) prohibit or otherwise impair the right or ability of any Principal Stockholder to exercise his or her fiduciary duties in his or her capacity as a director or officer of the Company, including by voting in his or her capacity as a director to effectuate a Company Adverse Recommendation, in each case, in accordance with the terms of the Merger Agreement. Furthermore, no Principal Stockholder makes any agreement or understanding herein in his or her capacity as a director and/or officer of the Company and/or the Bank. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Stockholders hereunder to vote the shares of Company Stock owned by him or her in accordance with the terms of the Agreement and not to transfer any shares except as permitted by this Agreement.
Directors’ Duties. Notwithstanding anything to the contrary in this Agreement, no provision hereof shall prevent, restrict, encumber or in any way limit the exercise of the fiduciary rights and obligations of any director (including a director that is an Investor Nominee) as a director (but not as a shareholder), or his or her ability to vote on matters, influence management or the other directors or otherwise to discharge his or her fiduciary or other duties as a director.
Directors’ Duties. 9.1 You will not place yourself in a position in which your interests conflict with that of the company.
9.2 You will declare the ownership of any shares or interests in any business or organisation in competition with the company, which, are held by you or your spouse or partner or children under the age of 18. This may include, but is not limited to family business relationships with contractors, consultants or suppliers of the company, private work, membership of voluntary or similar trade organisations or companies or organisations that compete with the company and statutory bodies etc. You will take such steps as may be notified to you by the company to ensure that there is no conflict of interest.
9.3 You will not during your period of office work for or hold office with any other trade organisation representing the cemetery and/or crematorium industry (or otherwise associated therewith) without the consent of the Board of Directors which will be confirmed or otherwise in writing by the Chairman of the Board of Directors (such consent not to be unreasonably withheld).
9.4 You shall not offer to any third party or accept from a third party any benefit whether financial or in kind.
9.5 You may not accept gifts or hospitality from any business or person with whom you are engaged in company business and must always seek permission of the Chairman of the Board of Directors prior to accepting such gifts or hospitality.
9.6 In carrying out your duties you will comply with the General Duties of Directors set out at length in Sections 171 to 177 Companies Act 2006 and which can be summarised as: * Section 171 – act within ICCM’s constitution and powers: * Section 172 – promote ICCM’s success; * Section 173 – exercise independent judgment; * Section 174 – exercise reasonable care, skill and diligence; * Section 175 – avoid conflicts of interest; * Section 176 - not to accept gifts from third parties; * Section 177 – declare interest in proposed transaction or arrangement.
Directors’ Duties. The Members acknowledge and agree that:
(a) all Directors shall act in accordance with the statutory obligations of directors set out in the Companies Act (including promotion of the success of the Company and avoidance of conflicts of interest) and any policies and procedures that the Board may from time to time adopt in furtherance of the principles of good corporate governance; and
(b) Industry Directors (including those appointed pursuant to clause 4.2.2(b)) shall, in carrying out their duties as Directors of the Company, take due consideration of the interests of the Members and the Railway Industry as a whole.
Directors’ Duties. The Director shall be an ex officio, non-voting member of ACCEM, shall attend all meetings of ACCEM, and shall perform such duties for ACCEM as may be established by this Agreement and the Bylaws and as otherwise assigned by ACCEM.
Directors’ Duties. In consideration for the compensation set forth in herein, and in addition to Director’s duties and obligations to THE COMPANY as a member of the Board of Directors, Director shall perform the additional duties set forth on Exhibit A attached hereto.
Directors’ Duties. The parties hereto acknowledge that each Principal Stockholder is entering into this Agreement solely in his or her capacity as a stockholder of the Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Principal Stockholder, in his or her capacity as a director and/or officer of the Company and/or Company Bank, as applicable, to act or fail to act in accordance with his or her fiduciary duties in such director and/or officer capacity. Furthermore, no Principal Stockholder makes any agreement or understanding herein in his or her capacity as a director and/or officer of the Company and/or Company Bank. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Stockholders hereunder to vote the shares owned by him or her in accordance with the terms of the Agreement and not to transfer any shares except as permitted by this Agreement.
Directors’ Duties. The parties hereto acknowledge that each Principal Shareholder is entering into this agreement solely in his or her capacity as a shareholder of Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Principal Shareholder, in his or her capacity as a director of Company, to act or fail to act in accordance with his or her fiduciary duties in such director capacity. Furthermore, no Principal Shareholder makes any agreement or understanding herein in his or her capacity as a director of Company. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Shareholders hereunder to vote the shares owned by him or her in accordance with the terms of the Agreement and not to transfer any shares except as permitted by this Agreement.