Governance of the Company. Section 4.1. Management by the Manager(s). Management of the business and affairs of the Company is vested in the Manager(s).
Governance of the Company. 12.1 Upon completion of the capital increase, the Target Company shall hold a Directors’ meeting and invite all Directors to attend as stipulated in the Articles of Association. The resolutions of the Board of Directors shall be approved by more than half of all Directors, including but not limited to the following contents:
(1) Formulation and modification of the Company’s Articles of Association;
(2) Formulation of the Company’s major business policy and investment plan;
(3) Formulation of the Company’s annual financial budget and accounting plan;
(4) Formulation of the Company’s profits distribution scheme and loss recovery plan;
(5) The Company’s increase or decrease of its registered capital, issuance of bonds or other securities, and plans for listing;
(6) The Company’s external acquisition, sale of material assets, annexation, merger, reorganization, overseas investment, establishment of a joint venture, dissolution or liquidation;
(7) Approval, modification and management of employee equity incentive plan or employee stock ownership plan in any other form;
(8) A single guarantee amount exceeds 10% of the Company’s latest audited net assets;
(9) The total amount of external guarantee provided by the Company and its holding subsidiaries reaches or exceeds any guarantee provided after 50% of the Company’s latest audited net assets;
(10) The guarantee provided for the guarantee object whose asset-liability ratio exceeds 70%;
(11) The guarantee provided for the Controlling Shareholder and its affiliates.
Governance of the Company. The Shareholders shall govern the Company in accordance with the following rules:
Governance of the Company. 8 3.1 Veto Rights of the Vivendi Representative.............................................................8 3.2 Election of Directors and Operation of the Board.....................................................10 3.3 Preparation for an IPO...............................................................................14
Governance of the Company. (a) PAETEC and the Company shall take all appropriate action so that, immediately prior to the Effective Time, subject to US LEC obtaining such vote of its stockholders as shall be necessary to approve the Company Charter (as defined in this Section 1.7(a)) (such matter, the “Company Charter Amendment”), (i) the certificate of incorporation of the Company shall be in the form attached as Exhibit 1.7(a)-1 hereto (the “Company Charter”) and (ii) the by-laws of the Company shall be in the form attached as Exhibit 1.7(a)-2 hereto (the “Company By-Laws”).
(b) The Company shall cause Xx. Xxxxxx X. Chesonis to be appointed as the Chairman of the Board and Chief Executive Officer of the Company, Xx. Xxxxxxx X. Aab to be appointed as the Vice Chairman of the Board of the Company, and the individuals listed on Exhibit 1.7(b) hereto to be appointed to the positions with the Company set forth therein, in each case, effective as of the Effective Time. Among the responsibilities of the Vice Chairman of the Board of the Company shall be participation in all corporate governance-related matters. Except as provided in the first sentence of this Section 1.7(b), Officer (as such term is defined for purposes of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and other key management positions at the Company and, subject to Section 1.6, its Subsidiaries (as defined in Section 8.3(s)), shall be filled effective as of the Effective Time at the discretion of the Chief Executive Officer of the Company as of the Effective Time, subject to approval (i) by the Vice Chairman of the Board of the Company (which approval shall not be unreasonably withheld, delayed or conditioned) and (ii) to the extent required by Applicable Laws or the Company’s by-laws, by the Company’s Board of Directors after the Effective Time. After the Effective Time, changes in Officer and other key management positions at the Company and its Subsidiaries shall be made in accordance with Applicable Laws and the Company’s by-laws as in effect from time to time.
(c) Prior to the Effective Time, PAETEC and the Company shall cause the Company to change its name to PAETEC Communications Corp.
Governance of the Company. 6 2.1. Articles .................................................... 6 2.2. Financial Policy of the Company ............................. 6 2.2.1 Dividends ......................................... 6 2.2.2 Financial Policy .................................. 6 ARTICLE 3.
Governance of the Company. Section 3.1 Board Nominees 11 Section 3.2 Removal; Replacement Directors 12 Section 3.3 Proxy 12 Section 3.4 Reimbursement of Expenses 12
Governance of the Company. 5.1 Corporate Bodies of the Company ------------------------------- The Company shall be a French corporation with a dual board structure (societe anonyme a directoire et conseil de surveillance), whose corporate bodies shall be:
(i) the shareholders' meeting;
(ii) the supervisory board (conseil de surveillance); and (iii) the management board (directoire).
Governance of the Company. 9 5.1 Corporate Bodies of the Company...................................... 9 ------------------------------- 5.2 Shareholders' Meeting................................................ 9 --------------------- 5.3 Supervisory Board (Conseil de surveillance).......................... 9 ------------------------------------------- 5.
Governance of the Company. Pursuant to the terms of the Operating Agreement, the Company shall be governed by a Board of Managers (the "Board of Managers") consisting of four (4) persons. In accordance with Article VI of the Operating Agreement, two (2) persons shall be elected by Authentic Products and two (2) persons shall be elected by Gridiron Marketing. The Board of Managers shall appoint such officers and employ such individuals as needed to accomplish the objectives of the Company, including a chief executive officer, and such employees as the chief executive officer, in consultation with the Board of Managers, shall deem necessary.
