Governance Covenants Sample Clauses

Governance Covenants. The Association covenants and agrees that: (a) it will conduct itself at all times in accordance with its constitution and by-laws and the requirements of the Societies Act; (b) as it pertains to activities carried out under this Agreement, the Association will adopt and adhere to appropriate good governance policies; (c) to prevent a conflict of interest, the Association shall request any board member who is an elected City or Park Board official, or who has formally indicated a decision to run for election to the City Council or Park Board, to take a leave from or resign from the Board pending the outcome of the election. If the board member refuses to do so, the Association agrees that it shall call a meeting of the Association’s voting members to consider whether or not such board member should be removed from the board by special resolution in accordance with the Associations bylaws; and (d) it will comply with its policy obligations under Section 6.1. The Park Board acknowledges and agrees that the Association is a society incorporated under the Societies Act and is bound by the terms of the Societies Act and, notwithstanding any terms of this Agreement, the Park Board will not require the Association to act in any way or commit any act, including the spending of money, that will result in the Association being in breach of the Societies Act. The Park Board further acknowledges and agrees that the Association may now, or at some time in the future, hold charitable status under the Income Tax Act. Notwithstanding any terms of this Agreement, the Park Board will not require the Association to act in any way or commit any act, including the spending of money, which will result in the Association being in breach of its obligations as a charitable organization under the Income Tax Act. If, at any time, it is determined that a section or requirement of this Agreement will result in a breach of the Societies Act or the Income Tax Act, including as a result of a future amendment or revision to the Societies Act or Income Tax Act, the parties will agree on an alternative course of action that is in compliance with the Act and meets the intent of the applicable section or requirement of this Agreement. If the parties cannot agree whether a section or requirement of this Agreement will result in a breach of the Societies Act or on an alternative course of action, then the matter shall be referred to dispute resolution in accordance with Section 18.1, and then t...
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Governance Covenants. The Association covenants and agrees that: (a) it will be governed by a constitution and bylaws that comply with, and it will conduct itself at all times in accordance with, the requirements of the Societies Act. (b) the Association will ensure that its purpose does not, at any time, include the carrying on of a business for profit or gain. The Association further covenants and agrees that it will not, without the prior written consent of the Park Board, make an application to become a "member-funded society" pursuant to the Societies Act;it will conduct itself at all times in accordance with its constitution and by-laws and the requirements of the Societies Act; (c) the purpose of the Association will be consistent with benefiting the local and city-wide community and members of the public through the provision of Programming and other services within the Community Centre Network; (d) it shall not adopt bylaws and governance procedures that conflict with the terms of this Agreement and the Association will ensure that its constitution and bylaws do not prohibit it from carrying out its roles and responsibilities under this Agreement; (e) as it pertains to activities carried out under this Agreement, the Association will adopt and adhere to appropriate good governance policies;
Governance Covenants. The Society covenants and agrees that: a) it will conduct itself at all times in accordance with its constitution and by-laws and the requirements of the Societies Act; and b) the Society will adopt and adhere to appropriate good governance policies.
Governance Covenants. (1) Following the Closing, and until the later of (a) the repayment or conversion of the principal amount of the Debenture, and (b) the Purchaser (or any of its affiliates) ceasing to own at least 10% of the issued and outstanding Common Stock on an as-converted-basis in the aggregate, the Purchaser shall be entitled to nominate one (1) director to the Board and one (1) Board observer, provided that the director nominee must meet the requirements of applicable corporate, securities and other applicable laws, and the policies of the CSE. (2) If permitted by applicable law and CSE policies, the Company shall appoint such director to the Board as soon as practicable following Closing. In respect of any meeting of stockholders at which directors are to be elected, the Company shall take all actions necessary and advisable to ensure that (a) proxies are solicited by or on behalf of the Company in favour of the election of the Purchaser’s nominee, and (b) each such nominee is endorsed and recommended in the applicable management information circular and other proxy solicitation materials provided by or on behalf of the Company to stockholders. The Company shall take all other commercially reasonable actions necessary to permit the election or appointment to the Board of such nominee.

Related to Governance Covenants

  • Compliance Covenant The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 5.09.

  • Separate Covenants The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement. Employee Initials ____

  • Financial Performance Covenants Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

  • Certain Financial Covenants In addition to the covenants described in Section 5.1 and Section 5.2, so long as any Commitment remains in effect, any Advance is outstanding or any amount is owing to any Lender hereunder or under any other Loan Document, the Borrower will perform and comply with each of the covenants set forth on Schedule VI.

  • Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.

  • Additional Negative Covenants Not to, without the Bank’s written consent: (a) Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company. (b) Acquire or purchase a business or its assets. (c) Engage in any business activities substantially different from the Borrower’s present business. (d) Liquidate or dissolve the Borrower’s business.

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Executive Covenants This is an Exhibit A to, and forms a part of, an agreement with the Company relating to employment and post-employment competition (the "Presidents' Council Agreement"). This Exhibit shall not diminish in any way Executive's rights under the terms of such Presidents' Council Agreement, except that Executive's receipt of benefits under this Exhibit is contingent upon Executive's compliance in all material respects with all of the terms and conditions of the Presidents' Council Agreement.

  • Certain Negative Covenants So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

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