Election of Newport Fab Managers Sample Clauses

Election of Newport Fab Managers i. The Stockholders, the Company, and Newport Fab agree that as long as Conexant has Article 4 Rights Conexant shall be entitled to appoint the Conexant Designated Managers to serve as members of the Newport Fab Board (the "Newport Fab Conexant Nominees" and, collectively with the Company Conexant Nominees, the "Conexant Nominees"). ii. Conexant hereby designates Xxxxxx Xxxxxx and such other person as shall be designated by Conexant as the Newport Fab Conexant Nominees. iii. The Stockholders, the Company and Newport Fab agree to take any and all actions necessary and appropriate (whether by vote or consent or otherwise) to cause the election or appointment of the Newport Fab Conexant Nominees to serve as members of the Newport Fab Board. iv. The Stockholders and the Company agree not to amend the Third Amended and Restated Operating Agreement to modify or eliminate the right of Conexant to appoint the Newport Fab Conexant Nominees to the Newport Fab Board as long as Conexant has Article 4
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Election of Newport Fab Managers i. The Stockholders, the Company, and Newport Fab agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of Company Stock, CP III shall be entitled to appoint the Carlyle Designated Managers to serve as members of the Newport Fab Board (the "Newport Fab Carlyle Nominees" and, collectively with the Company Carlyle Nominees, the "Carlyle Nominees"). ii. CP III hereby designates Xxxxxxxx X. Xxxxx, XX, Xxxx Xxxxxx, Xxxxx X. Xxxx, and such other two persons as shall be designated by Carlyle as the Newport Fab Carlyle Nominees. iii. The Stockholders, the Company and Newport Fab agree to take any and all actions necessary and appropriate (whether by vote or consent or otherwise) to cause the election or appointment of the Newport Fab Carlyle Nominees to serve as members of the Newport Fab Board. iv. The Stockholders and the Company agree not to amend the Third Amended and Restated Operating Agreement to modify or eliminate the right of Carlyle to appoint the Newport Fab Carlyle Nominees to the Newport Fab Board as long as Carlyle has Article 4 Rights.
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Election of Newport Fab Managers i. The Stockholders, the Company, and Newport Fab agree that as long as RFMD has Article 4 Rights RFMD shall be entitled to appoint the RFMD Designated Manager to serve as a member of the Newport Fab Board (the "Newport Fab RFMD Nominee" and, collectively with the Company RFMD Nominee, the "RFMD Nominees"). ii. RFMD hereby designates Xxxxx Xxxx as the Newport Fab RFMD Nominee. iii. The Stockholders, the Company and Newport Fab agree to take any and all actions necessary and appropriate (whether by vote or consent or otherwise) to cause the election or appointment of the Newport Fab RFMD Nominee to serve as a member of the Newport Fab Board. iv. The Stockholders and the Company agree not to amend the Third Amended and Restated Operating Agreement to modify or eliminate the right of RFMD to appoint the Newport Fab RFMD Nominee to the Newport Fab Board as long as RFMD has Article 4
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Related to Election of Newport Fab Managers

  • Notification of New Employer In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

  • Selection of Mediator A single mediator that is acceptable to both parties shall be used to mediate the dispute. The mediator will be knowledgeable in the subject matter of this Contract, if possible.

  • Notice of Network Changes If a Party makes a change in the information necessary for the transmission and routing of services using that Party’s facilities or network, or any other change in its facilities or network that will materially affect the interoperability of its facilities or network with the other Party’s facilities or network, the Party making the change shall publish notice of the change at least ninety (90) days in advance of such change, and shall use reasonable efforts, as commercially practicable, to publish such notice at least one hundred eighty (180) days in advance of the change; provided, however, that if an earlier publication of notice of a change is required by Applicable Law (including, but not limited to, 47 CFR 51.325 through 51. 335) notice shall be given at the time required by Applicable Law.

  • Optional Mediation The Parties may mutually agree to non-binding mediation: (a) If the grievance is not resolved at Step 3, either Party may request that a Mediator be appointed to meet with the Parties, investigate and define the issues in dispute and facilitate a resolution. (b) The Mediator shall be appointed by mutual agreement between the Parties. (c) The purpose of the Mediator's involvement in the grievance process is to assist the Parties in reaching a resolution of the dispute, and anything said, proposed, generated or prepared for the purpose of trying to achieve a settlement is to be considered privileged and will not be used for any other purpose. (d) The expenses of the Mediator shall be equally borne by both Parties. (e) The grievance may be resolved by mutual agreement between the Parties.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

  • Unbundled Network Terminating Wire (UNTW) 2.8.3.1 UNTW is unshielded twisted copper wiring that is used to extend circuits from an intra-building network cable terminal or from a building entrance terminal to an individual End User’s point of demarcation. It is the final portion of the Loop that in multi-subscriber configurations represents the point at which the network branches out to serve individual subscribers. 2.8.3.2 This element will be provided in MDUs and/or Multi-Tenants Units (MTUs) where either Party owns wiring all the way to the End User’s premises. Neither Party will provide this element in locations where the property owner provides its own wiring to the End User’s premises, where a third party owns the wiring to the End User’s premises.

  • Completion of Concrete Pours and Emergency Work (a) Except as provided in this sub-clause an Employee shall nor work or be required to work in the rain. (b) Employees shall not be required to start a concrete pour in Inclement Weather. (c) Where a concrete pour has been commenced prior to the commencement of a period of Inclement Weather Employees may be required to complete such concrete pour to a practical stage and for such work shall be paid at the rate of double time calculated to the next hour, and in the case of wet weather shall be provided with adequate wet weather gear. (d) If an Employee’s clothes become wet as a result of working in the rain during a concrete pour the Employee shall, unless the Employee has a change of dry working clothes available, be allowed to go home without loss of pay. (e) The provisions of clauses 32.7(c) and 32.7(d) hereof shall also apply in the case of emergency work where the Employees concerned and their delegates agree that the work is of an emergency nature and can start and/or proceed.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Termination of Mediation The mediation shall be terminated: 1) By the execution of a Settlement Agreement by the Parties; 2) By a written declaration of the mediator to the effect that further efforts at mediation are no longer worthwhile; or 3) By a written declaration of a Party or Parties to the effect that the mediation proceedings are terminated.

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