Governance and Decision Making Sample Clauses

Governance and Decision Making. During the term of this MOA, all parties shall work together according to a mutually developed work plan with targeted dates of achievement of significant milestones. The intention is accountability benchmarks that could be 1) shared with the constituents with whom we each are involved, but 2) flexible enough to be revised by the group during this period. Each party will formulate their initial responsibilities to establish the Project. Information will be shared freely among all parties. Final decisions concerning the development shall be made through an evaluation process and consensus by all parties involved.
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Governance and Decision Making. 5.1 All decisions or issues requiring the agreement of the Members in accordance with this agreement shall be made by a meeting of Board and each Authority shall nominate an officer to act as its Authority’s representative at the Board. The Board shall be called the Pool Board and its decisions achieved by a simple majority with each Member having an equal vote. To amend the ‘no worse off for Pooling principle’ as per 3.1 would require agreement from all the Members. All Members shall make provision within their respective governance arrangements for their representative officer to have the required authority to participate in any decisions required of the Board.
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Governance and Decision Making. The Parties shall form a joint steering committee (“JSC”) for key decision-making to ensure a successful Product transition, including joint review of promotional materials during the NDA License Agreement Term. The Parties may also form subcommittees, such as a joint manufacturing committee, to support discussion and decision making at JSC as necessary with regard to specific issues. The JSC shall meet either in person or virtually at least once per calendar year. The JSC shall include at least two (2) representatives from each Party. Notwithstanding the foregoing, all Product release decisions shall be made by KKUS during the NDA License Agreement Term.
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Governance and Decision Making 
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Related to Governance and Decision Making

  • Independent Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

  • Decision-Making All decisions of the JCC require unanimous agreement of the Parties, with each Party having one (1) vote on all matters presented to the JCC for resolution or decision. The members of the JCC will attempt in good faith to reach consensus on all matters before the JCC. In the event that the JCC cannot, after such good-faith efforts, reach agreement on a matter within the jurisdiction of the JCC, including any adoption, amendment or update to a Co-Promotion Plan within […***…], the issue shall be elevated to a Executive Officer of each of Ambit and Astellas, to seek in good faith to reach agreement on the issue. Solely in the case of a dispute regarding the Direct Marketing/Promotion Expenses or the Indirect Marketing Expenses proposed to be included in the Co-Promotion Plan budget (or any proposed amendment or update thereto) (in each case, a “Proposed Expense Dispute”), the Parties shall exchange written proposals regarding the portion of the budget in dispute in advance of elevating such dispute to the Executive Officers. In the event such executives cannot resolve the issue after good-faith efforts within […***…], then (a) if the dispute is a Proposed Expense Dispute, either Party shall have the right to cause the Dispute to be resolved by expedited arbitration pursuant to Exhibit E, and (b) if the dispute concerns any other issue the issue shall be decided by Astellas, in its reasonable discretion but subject to Astellas’s obligation to use Commercially Reasonable Efforts as set forth in Section 3.6.1 and taking into account the legitimate business issues of Ambit with respect to the issue. Astellas shall provide Ambit with a Decision Notice with respect to such decision, which decision shall be final and binding on the Parties. For clarity, in the event of a dispute concerning the Co-Promotion Plan budget which is resolved by expedited arbitration, Astellas may, but shall not be required to, perform the activities contemplated in its proposed Co-Promotion Plan budget, but the Direct Marketing/Promotion Expenses and Indirect Marketing Expenses incurred by Astellas during the Calendar Year covered by the disputed budget shall only be included in the calculation of the Annual U.S. Profit/Loss up to the amount of the Arbitrator-Determined Marketing Budget (as defined in Exhibit E), and such additional amounts shall be borne solely by Astellas. ***Confidential Treatment Requested CONFIDENTIAL 4. FEES, MILESTONES, ROYALTIES AND PROFIT SHARE

  • Corporate Governance Matters (a) At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary requested by Parent, effective at the Effective Time.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:

  • Arbitration Decision The arbitrator’s decision will be final and binding. The arbitrator shall issue a written arbitration decision revealing the essential findings and conclusions upon which the decision and/or award is based. A party’s right to appeal the decision is limited to grounds provided under applicable federal or state law.

  • Corporate Governance Ultimus shall provide the following services to the Trust and its Funds:

  • Selection and Payment of Appeal Panel In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration panel (the “Appeal Panel”).

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