Director's services. (A) Without prejudice to the generality of Clause 3, the Director shall during his Appointment under this Agreement :- (1) devote his knowledge, skill, expertise, attention and time both during normal business hours and at such other times as are necessary for the proper and efficient conduct of the Business (subject to appropriate holidays and vacations as herein provided) and for the proper discharge of duties of his office an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Board; (2) faithfully and diligently perform such duties and exercise such powers as are consistent with his office in relation to the Company and/or the Group; (3) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, regulations and directions from time to time made or given by the Board in connection with the conduct of the Business according to the best of his skills and ability; (4) in pursuance of his duties hereunder perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with his office; (5) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of his powers and duties and in connection with the Business or affairs of the Group; (6) perform the duties and exercise the powers in his capacity as an executive officer of the Company or in such positions which the Board may from time to time properly assign to him in connection with the Business subject to such resolutions, regulations or directions as to the scope of his duties or authority or manner of carrying out the same as may be made or given by the Board from time to time; (7) comply with (a) every rule of law applicable to any member of the Group whether in British Virgin Islands, the People's Republic of China or elsewhere; (b) the SEC Rules; (c) every regulation of the Company from time to time in force (including but not limiting to the memorandum and articles of association); (d) the Nasdaq Rules (f) all other relevant securities regulations from time to time in force, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to the discharge of his functions and duties as a director of the Company; (8) serve as a member of the Company’s Board of Directors to the extent duly nominated and elected or appointed, without additional compensation; and (9) act in accordance with his powers and obligations as an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Company and use his best endeavours to cause the Company to comply with all applicable laws, the Nasdaq Rules, the SEC Rules and all other relevant securities regulations applicable to the Company from time to time. (B) The Director may be required to work at such location(s) as the Board may from time to time direct and the Director may be required to travel as directed by the Board from time to time. (C) The Director shall carry out his duties and exercise his powers jointly with any other director(s) or executive officer(s) as may from time to time be appointed by the Board to act jointly with the Director and the Board shall also at any time require the Director to cease performing any of his duties or exercising any of his powers under this Agreement.
Appears in 3 contracts
Samples: Service Agreement (China Natural Resources Inc), Service Agreement (China Natural Resources Inc), Service Agreement (China Natural Resources Inc)
Director's services. (A) Without prejudice to the generality of Clause 3, the Director shall during his Appointment under this Agreement :-
(1) devote his knowledge, skill, expertise, attention and time both during normal business hours and at such other times as are necessary for the proper and efficient conduct of the Business (subject to appropriate holidays and vacations as herein provided) and for the proper discharge of duties of his office an executive officer as a director or in such positions as may be assigned to the Director from time to time at the discretion of the Board;
(2) faithfully and diligently perform such duties and exercise such powers as are consistent with his office in relation to the Company and/or the Group;
(3) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, regulations and directions from time to time made or given by the Board in connection with the conduct of the Business according to the best of his skills and ability;
(4) in pursuance of his duties hereunder perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with his office;
(5) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of his powers and duties and in connection with the Business or affairs of the Group;
(6) perform the duties and exercise the powers in his capacity as an executive officer a director of the Company or in such positions which the Board may from time to time properly assign to him in connection with the Business subject to such resolutions, regulations or directions as to the scope of his duties or authority or manner of carrying out the same as may be made or given by the Board from time to time;
(7) comply with (a) every rule of law applicable to any member of the Group whether in British Virgin Islands, the People's Republic of China or elsewhere; (b) the SEC Rules; (c) every regulation of the Company from time to time in force (including but not limiting to the memorandum and articles of association); (d) the Nasdaq Rules (f) all other relevant securities regulations from time to time in force, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to the discharge of his functions and duties as a director of the Company;
(8) serve as a member of the Company’s Board of Directors to the extent duly nominated and elected or appointed, without additional compensation; and
(9) act in accordance with his powers and obligations as an executive officer a director or in such positions as may be assigned to the Director from time to time at the discretion of the Company and use his best endeavours to cause the Company to comply with all applicable laws, the Nasdaq Rules, the SEC Rules and all other relevant securities regulations applicable to the Company from time to time.
(B) The Director may be required to work at such location(s) as the Board may from time to time direct and the Director may be required to travel as directed by the Board from time to time.
(C) The Director shall carry out his duties and exercise his powers jointly with any other director(s) or executive officer(s) as may from time to time be appointed by the Board to act jointly with the Director and the Board shall also at any time require the Director to cease performing any of his duties or exercising any of his powers under this Agreement.
Appears in 2 contracts
Samples: Service Agreement (China Natural Resources Inc), Service Agreement (China Natural Resources Inc)
Director's services. (A) Without prejudice to the generality of Clause 3, the Director shall during his her Appointment under this Agreement :-
(1) devote his her knowledge, skill, expertise, attention and time both during normal business hours and at such other times as are necessary for the proper and efficient conduct of the Business (subject to appropriate holidays and vacations as herein provided) and for the proper discharge of duties of his her office an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Board;
(2) faithfully and diligently perform such duties and exercise such powers as are consistent with his her office in relation to the Company and/or the Group;
(3) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, regulations and directions from time to time made or given by the Board in connection with the conduct of the Business according to the best of his skills and ability;
(4) in pursuance of his her duties hereunder perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with his her office;
(5) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of his her powers and duties and in connection with the Business or affairs of the Group;
(6) perform the duties and exercise the powers in his her capacity as an executive officer of the Company or in such positions which the Board may from time to time properly assign to him her in connection with the Business subject to such resolutions, regulations or directions as to the scope of his her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time;
(7) comply with (a) every rule of law applicable to any member of the Group whether in British Virgin Islands, the People's Republic of China or elsewhere; (b) the SEC Rules; (c) every regulation of the Company from time to time in force (including but not limiting to the memorandum and articles of association); (d) the Nasdaq Rules (f) all other relevant securities regulations from time to time in force, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to the discharge of his her functions and duties as a director of the Company;
(8) serve as a member of the Company’s Board of Directors to the extent duly nominated and elected or appointed, without additional compensation; and
(9) act in accordance with his her powers and obligations as an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Company and use his her best endeavours to cause the Company to comply with all applicable laws, the Nasdaq Rules, the SEC Rules and all other relevant securities regulations applicable to the Company from time to time.
(B) The Director may be required to work at such location(s) as the Board may from time to time direct and the Director may be required to travel as directed by the Board from time to time.
(C) The Director shall carry out his her duties and exercise his her powers jointly with any other director(s) or executive officer(s) as may from time to time be appointed by the Board to act jointly with the Director and the Board shall also at any time require the Director to cease performing any of his her duties or exercising any of his her powers under this Agreement.
Appears in 2 contracts
Samples: Service Agreement (China Natural Resources Inc), Service Agreement (China Natural Resources Inc)
Director's services. (A) Without prejudice to the generality of Clause 3, the The Director shall during his Appointment under this Agreement :-shall:-
(1) devote substantially the whole of his knowledge, skill, expertisetime, attention and time both during normal business hours and at such other times as are necessary for skill to the proper and efficient conduct of the Business (subject to appropriate holidays and vacations as herein provided) and for the proper discharge of duties of his office as an executive officer or in such positions as may be assigned to the Director from time to time at the discretion director of the BoardCompany;
(2) faithfully and diligently perform such duties and exercise such powers as are consistent with his office in relation to the Company and/or the Group;
(3) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, resolutions regulations and directions from time to time made or given by the Board in connection with the conduct of the Business according to the best of his skills and abilityBoard;
(4) in pursuance of his duties hereunder perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with his office;
(5) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of his such powers and duties and in connection with the Business or affairs of the Groupduties;
(6) perform as part of, and in the normal course of, his duties under this Agreement the Director will be concerned to carry on research into and exercise the powers in his capacity as an executive officer development of the Company or in such positions which the Board may processes, products, designs, equipment, techniques and projects from time to time properly assign to him in connection with the Business subject to such resolutionsused, regulations or directions as to the scope of his duties or authority or manner of carrying out the same as may be made or given undertaken by the Board from time Group or which can be used, made or undertaken by the Group, and to time;invent, discover, design, develop or improve processes, products, designs, equipment and techniques for the benefit of and for use by the Group; and
(7) comply with (a) every rule of law applicable to any member of the Group whether in British Virgin Islands, the People's Republic of China or elsewhere; (b) the SEC Rules; (c) every regulation of the Company from time to time in force (including but not limiting to the memorandum and articles of association); (d) the Nasdaq Rules (f) all other relevant securities regulations from time to time in force, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to the discharge of his functions and duties as a director of the Company;
(8) serve as a member of the Company’s Board of Directors to the extent duly nominated and elected or appointed, without additional compensation; and
(9) act in accordance with his powers and obligations as an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Company and use his best endeavours to cause the Company to comply with all applicable laws, the Nasdaq Rules, the SEC Rules and all other relevant securities regulations applicable to the Company from time to time.
(B) The Director may be required to work at such location(s) as the Board may from time to time direct and the Director may be required to travel as directed by the Board from time to time.
(C) The Director shall carry out his duties and exercise his powers jointly with any other director(s) another director or executive officer(s) as may from time to time be appointed by the Board to act jointly with the Director and the Board shall also may at any time require the Director to cease performing or exercising any of his duties or exercising any of his powers under this AgreementAgreement or pursuant to the bye-laws of the Company; and
(8) perform and exercise his duties and powers under this Agreement in any place in Hong Kong or any other part of the world as the Board may request or as the interests, needs, business and opportunities of the Company or other company in the Group will require or make advisable.
Appears in 1 contract
Samples: Service Agreement (China Resources Development Inc)