FISCAL BOARD Sample Clauses

FISCAL BOARD. 4.1 The Fiscal Board of Braskem shall be made up of five (5) members and their respective alternates, and shall operate on a permanent basis. 4.2 As long as the Petrobras System holds a direct and indirect participation in the voting capital of Braskem, which is equal to or in excess of thirty percent (30%), the Parties shall be ensured the right to elect most of the members of Braskem’s Fiscal Board pursuant to the terms of item "b" of paragraph 4 of Article 161 of the Corporation Law, and each of Odebrecht and the Petrobras System shall be entitled to elect two (2) members of the Fiscal Board, with the Petrobras System having the right to appoint its chairman. 4.2.1. If the Petrobras System is to hold a direct and indirect participation in the voting capital of Braskem lower than thirty percent (30%) and exceeding eighteen percent (18%), the Petrobras System shall be ensured the right to elect two (2) members of Braskem’s Fiscal Board, provided that Odebrecht shall be ensured the right to elect the majority of its members. 4.3 The Parties undertake not to appoint as a member of the Fiscal Board of Braskem any persons holding management positions (whether as a director, officer or any other position) in competing petrochemical companies.
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FISCAL BOARD. 11.1 The JV Company shall have a non-permanent Fiscal Board composed of four effective members, comprised of the following: (i) Sanuwave shall appoint two members and their respective alternates; and (ii) the members of the IDIC Group shall collectively appoint two members. 11.2 The Fiscal Board shall only undertake such activities as provided for under the Brazilian Corporation Law without adverse effects to the rights, obligations and duties of other Persons or bodies set forth in the Bylaws or the Shareholders’ Agreement. 12.1 The Business 12.1.1 The main purpose of the JV Company shall be the manufacturing, import, export, use, sale, and distribution of the Device and related treatments on an exclusive basis within Brazil (the “Business”). 12.2 Supply of the Device by Sanuwave 12.2.1 For the duration of the JV Company’s existence, Sanuwave shall supply the Device to the JV Company at its cost without xxxx-up, which at the time of the execution of this Agreement is USD $[***] per device and USD $[***] per wound kit, and the JV Company agrees to purchase the Device from Sanuwave in accordance with the terms of the Supply Agreement to be entered into by Sanuwave and the JV Company following the formation of the JV Company. The Supply Agreement shall also contain provisions providing for improvement opportunities, use of an alternative source of supply, cost of goods, supply interruptions and the Joint Venture Company establishing its own source of supply in Brazil for the Wound Kits and assembly of the Devices in Brazil when the Parties approve that Device assembly in Brazil is appropriate for the JV Company’s business. Refurbishment of Devices will initially be performed by Sanuwave at Sanuwave’s facility in Suwanee, Georgia, USA until such time when the Parties approve that the JV Company starts refurbishing Devices in Brazil. 12.2.2 The Parties hereby agree that the initial five (5) Devices imported to Brazil by the IDIC Group on behalf of the JV Company will be provided by Sanuwave on deferred payment terms to be agreed by the Parties under the Supply Agreement, with the invoiced amount for the Devices from Sanuwave due by the time the JV Company reaches USD $1,000,000.00 (one million U.S. dollars) in Gross Sales. Such deferred payments shall be made without withholding or deducting any taxes unless required by law, in which case an additional amount will be added to the applicable invoice to make sure Sanuwave will receive the same amount as it would...
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Related to FISCAL BOARD

  • 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.

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • 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.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Governing Board The School shall be governed by a board (the “Charter Board”) in a manner that is consistent with the terms of this Certificate so long as such provisions are in accordance with state, federal, and local law. The Charter Board shall have final authority and responsibility for the academic, financial, and organizational performance of the School. The Charter Board shall also have authority for and be responsible for policy and operational decisions of the School, although nothing herein shall prevent the Charter Board from delegating decision-making authority for policy and operational decisions to officers, employees and agents of the School, as well as third party management providers.

  • School Board Any reference to School Board or District in this Agreement shall mean the District and/or its designated officials.

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