Far East Board Countries Sample Clauses

Far East Board Countries. (1) As soon as reasonably practicable following the execution and delivery of this Agreement (or if the list of Far East Co-Promotion Countries is amended, upon the approval of such amendment by the Far East Operating Board), a Far East Co-Venture Agreement in the form attached hereto as Exhibit 13 (with such variations as may be necessary to comply with local laws and regulations), covering each of the Far East Co-Promotion Countries shall be executed and delivered by Local Affiliates of M and S-P, except in limited instances where both Parties agree that an Entity Agreement is required by local laws and regulations of a country, in which case the Parties will enter into an Entity Agreement based substantially on the Far East Co-Venture Agreement (with such variations as may be necessary to comply with local laws and regulations), no later than ninety (90) days following the execution and delivery of this Agreement. If any taxes, duties, discounts, rebates, price reductions or other financial considerations imposed under the local laws, rules and/or regulations with respect to a Far East country, or under an administrative, judicial or other governmental action with respect to a Far East country, would materially financially disadvantage a Disadvantaged Party but not the other Party and/or its Affiliates (or would cause a material financial disadvantage to one Party and/or its Affiliates greater than that caused to the other Party and/or its Affiliates) with respect to such Far East country, solely as a result of its Obligations, and the Parties have first each, separately or together, used commercially reasonable efforts to mitigate the effect of the Obligations, then the Parties agree to work together in good faith, for a reasonable period of time, to structure the local arrangement in a manner that would result in the Obligations not being imposed in any material respect (but without altering the treatment of the applicable country as an Far East Co-Promotion Country). If after such good faith efforts the Parties are unable to implement such a structure, then the Parties shall in good faith agree upon such variations to the applicable Far East Co-Venture Agreement or Entity Agreement as would be necessary to put the Parties in the economic position in the applicable country that they would have been in under the applicable Far East Co-Venture Agreement or Entity Agreement had the Obligations not been imposed. M, S-P and their respective Affiliates shal...
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Related to Far East Board Countries

  • New Countries The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, the Custodian is unable to establish such arrangements prior to the time the investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of the local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent.

  • UNITED ARAB EMIRATES Notifications

  • 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.

  • citizens abroad 2. Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Member’s expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs specific to each individual Series Asset, and review fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets.

  • Company Board Approval The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

  • Company Board Section 2.3(a)........... 9

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Directors of the Company (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.

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