DIRECTORSHIP OF PRUDENTIAL Sample Clauses

DIRECTORSHIP OF PRUDENTIAL. (1) Effective as soon as practicable following the Commencement Date the Executive shall serve as an executive director of Prudential. (2) The Executive's appointment as an executive director of Prudential is subject to Prudential's Articles of Association as amended from time to time (the "Articles") and the Articles will prevail in the event of any conflict between them and the terms in this clause 3. The Articles require that directors submit themselves for re-election periodically. The Executive will be required to submit himself for re-election when requested to do so by the Board at which time he will be nominated for re-election by the Board. If the Executive is removed from office as a director of Prudential during the Appointment by any resolution of a general meeting or of the Board or by not being re-elected after retiring by rotation pursuant to the Articles of Association of Prudential the Executive acknowledges and agrees that such removal or cessation shall not amount to a breach of the Appointment or this Agreement and shall not entitle the Executive to bring a claim of constructive dismissal, but such removal or cessation shall automatically constitute the Company giving notice to terminate the Appointment within the provisions of clause 2(3). (3) During the period that the Executive serves as an executive director of Prudential the Executive will be required to devote such time to his duties as an executive director of Prudential as the Board or the Chief Executive of Prudential reasonably considers necessary. The Executive will be required to attend the annual general meeting of Prudential, regular and emergency Board meetings, any extraordinary general meeting of Prudential and to serve on any committees of the Board to which the Executive is appointed. Relevant dates and details will be notified to the Executive appropriately in advance. (4) The Executive will not receive any separate consideration in addition to the remuneration under this Agreement in respect of his appointment as a director of Prudential or the termination of the Executive's service as a director. Since the Executive will be a director of Prudential, the Remuneration Committee of Prudential may determine any future remuneration, along with that of the other directors of Prudential, in accordance with the requirements of good corporate governance and any codes, regulations and listing rules which are applicable to Prudential from time to time. (5) Prudential will rei...
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Related to DIRECTORSHIP OF PRUDENTIAL

  • Ownership of Property Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Ownership of Products It is understood and agreed that all products provided under this Agreement shall become the property of the County upon acceptance by the County.

  • Relationship of Parties Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

  • Ownership of Policy The Bank shall own all of the right, title and interest in the Policy and shall control all rights of ownership with respect thereto. The Bank, in its sole discretion, may exercise its right to borrow against or withdraw the cash value of the Policy. In the event that coverage under the Policy is increased at the discretion of the Bank, such increased coverage shall be subject to all of the rights, duties and obligations set forth in this Agreement.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Properties Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries.

  • Relationship of Advisor and Company The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

  • Ownership of Proprietary Information Unless otherwise provided by law any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under this Contract), or any other documents or drawings, prepared or in the course of preparation by either party in performance of its obligations under this Contract shall be the joint property of both parties.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Material Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Profinium and/or its Service Providers unless otherwise indicated. All registered and unregistered trademarks used in the Service are the sole property of their respective owners. Unauthorized reproduction in whole or part is prohibited.

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