Governance Provisions. Attachment G sets forth the governance and dispute resolution process that will enable the parties to (a) oversee the performance of each party's obligations under this Engagement Schedule, and (b) monitor and resolve disagreements regarding the provision of the Services and the Service Levels that are not resolved by the Prudential Project manager and Vendor Project Manager.
Governance Provisions. (a) Subject to such matters as are expressly reserved hereunder or under the Act to the Unitholders for decision, the business and affairs of the Company will be managed by the Board of Directors of the Company (the "Board") which will consist of four members designated by the Class A Unitholders (the "Class A Directors") and one member designated by the Class B Unitholder (the "Class B Director" and together with the Class A Directors, the "Directors"). The Board will be responsible for setting policy for the Company, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. All Directors must be Qualified Candidates. "Qualified Candidates" will be, in the case of the Class A Directors, members of Westland's Board of Directors existing immediately prior to the Closing and any other Persons designated as a Board nominee in accordance with Section 1.5(q), and, in the case of the Class B Director, the Chairman, Chief Executive Officer, Chief Financial Officer or Division President of the SunCal Companies.
(b) The initial Class A Directors will be [________], [________], [________] and [________] (the "Initial Class A Directors"). The initial Class B Director, who will take office immediately after the Closing, will be [________] (the "Initial Class B Director" and together with the Initial Class A Directors, the "Initial Directors"). The Initial Directors will serve as Directors for an initial term ending on the second anniversary of the Closing (the "Initial Term"). Following the end of the Initial Term, the Board will classify the Directors into two classes of Directors with (i) two Directors (consisting of two Class A Directors elected by the Class A Unitholders in accordance with this Section 1.5) serving for a term expiring on the first anniversary of the expiration of the Initial Term (the "Class I Directors") and (ii) three Directors (consisting of the Initial Class B Director and two Initial Class A Directors selected by the Board) serving for a term expiring on the second anniversary of the expiration of the Initial Term (the "Class II Directors"), with each subsequent term of each Director expiring on the second anniversary after the commencement of such term. Following the expiration of the term of the initial Class II Directors, each class of Directors subject to election will be elected in accordance with this Section 1.5. The Board will have the power to fill any vacancy created b...
Governance Provisions. (a) Starboard agrees that, from the date of this Agreement until the earlier of (x) the date that is fifteen (15) days prior to the deadline for the submission of stockholder nominations for the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) pursuant to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) or (y) the date that is one hundred (100) days prior to the first anniversary of the Company’s 2019 annual meeting of stockholders (such period, as may be extended as a result of the exercise of the Continuation Option, the “Governance Period”), Starboard shall not, and shall cause each of its controlled Affiliates and Associates and any Starboard Appointee (and any Replacement Director thereof who is not Independent of Starboard) not to, in each case directly or indirectly, in any manner:
(i) Engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of the Company;
(ii) form, join, or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to shares of the Company’s common stock or any other class or series of stock of the Company (other than a “group” that includes all or some of the members of Starboard, but does not include any other entities or persons that are not members of Starboard as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate of Starboard to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;
(iii) deposit any shares of Common Stock, Series A Preferred Shares or any other securities of the Company in any voting trust or subject any shares of Common Stock or any other securities of the Company to any arrangement or agreement with respect to the voting of any shares of Common Stock, Series A Preferred Shares or any other securities of the Company, other than any such voting trust, arrangement or agreement solely among the members of Starboard and otherwise in accordance with this Agreement;
(iv) seek or submit, or encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicita...
Governance Provisions. 14.4.1 The general management of the Venture will be delegated to a General Manager to be mutually approved by the Venturers. The General Manager will report to and be subject to the direction of a Management committee comprised of three representatives of each of Bloomfield and PEGI. If Flextech purchases an interest in the Venture pursuant to Section 14.2, the Management Committee will be increased to include on representative of Flextech. Notwithstanding the number of representatives a member has on the Management Committee, such representatives will collectively vote the percentage interest the member holds in the Venture and will collectively exercise each member's approval rights.
14.4.2 The Operating Agreement will include appropriate minority protections, including, but not limited, to provisions requiring the appoval of PEGI prior to the Venture taking any of the following actions: (i) any amendment to the Superseding Agreements, (ii) any merger or other reorganization of the Venture, (iii) the issuance of additional interests in the Venture, (iv) any distribution by the Venture with respect to the interests therin other than distributions of excess cash (including, but not limited to, any distribution of non-cash assets), (v) the Venture taking actions that are inconsistent with an approved Business Plan or Annual Budget, or which are otherwise outside the ordinary course of business, including but not limited to the incurrence of indebtness in excess of the levels comtemplated by the applicable Business Plan or Annual Budget, (vi) the Venture entering into any business activities except as contemplated herein, (vii) loans by the Venture to any member, (viii) any transaction with an affiliate of any member (other than the Superseding Agreements), or (ix) except as expressly provided herein, the termination, dissolution or liquidation or the Venture.
14.4.3 It is the parties intent that the structure of the Venture as a limited liability company will limit the liability of the members for liabilities of the Venture to their respective interests in the Venture. However, if either Bloomfield or PEGI becomes directly liable for any liability of the Venture resulting from an action of the other Venturer taken without the approval (on the terms provided herein) of such Venturer, then the Venturer taking such action will indemnify and hold the Venturer suffering such liability harmless from and against any liability arising from such action (subject to ...
Governance Provisions. The parties agree that the governance of this Agreement will be conducted generally in the manner described in Schedule H. The parties have committed to the philosophy, methodology and process described in Schedule H and where the business relationship affairs of the parties require an interaction with the other party it is agreed that that the parties will first have recourse to the approach dictated by the Governance Process before engaging the Dispute Resolution Process. It is anticipated by the parties that the vast majority of issues that arise for consideration in the ongoing relationship between the parties as the Term of this Agreement develops will be referred to and resolved through the Governance Process and that only in exceptional circumstances will the issue require a referral to the Dispute Resolution Process.
Governance Provisions. 21 8.1 Meetings; Quorum; Notice 21 8.2 Removal; Resignation; Vacancies 22 8.3 No Remuneration 23 ARTICLE 9 INDEMNIFICATION 23 9.1 Indemnification 23 ARTICLE 10 DEADLOCKS 24 10.1 Deadlocks 24 ARTICLE 11 TRANSFERS OF VENTURE INTERESTS 25 11.1 General Restrictions 25 11.2 Permitted Transferees 25 11.3 Right of First Refusal 25 11.4 Party Change of Control 26 11.5 Governmental Approvals 27 11.6 Closing of Purchase of Venture Interests 27 ARTICLE 12 FINANCIAL AND ACCOUNTING MATTERS 27 12.1 Books and Records; Financial Year 27 12.2 Financial Information 27 12.3 Right of Inspection of Books 27 12.4 Accounting Principles 27 12.5 Auditors 27
Governance Provisions. If the other Member acquires 50% of the Equity Interests in an Acquired Entity in accordance with this Section 6.7, upon the consummation of such acquisition Rentech (or Rentech Parent, if applicable) and Graanul shall enter into a limited liability company agreement, stockholders agreement or similar agreement governing the Acquired Entity with, to the extent reasonably practicable, requirements and restrictions that are the same as those that govern the Company hereunder.
Governance Provisions. The Borrower shall not modify the terms of any policy or resolutions of its board of managers if such modification could reasonably be expected to have or result in a Material Adverse Effect.
Governance Provisions. In accordance with Sections 15.27, 15.28 and 15.29 of the June 22 JVA, certain of the Parties or their Affiliates are entering into the Shareholders Agreements concurrently with this Amendment. In accordance with Section 15.30 of the Joint Venture Agreement, the Parties have approved the form of the Constituent Documents. The Parties acknowledge that certain of the provisions contained in the Shareholders Agreements or the Constituent Documents which implement Articles 4, 5, 6 and 7 and Section 18.1 of the Joint Venture Agreement are inconsistent with such provisions of the June 22 JVA and agree that the provisions of the Shareholders Agreement and the Constituent Documents shall, to the extent inconsistent with the provisions of the June 22 JVA, supersede such provisions of the June 22 JVA.
Governance Provisions. 33 9.1 Meetings; Quorum; Notice . . . . . . . . . . . . . . . . . . . . . . . . . . 33 9.2 Removal; Resignation; Vacancies. . . . . . . . . . . . . . . . . . . . . . . 35 9.3
