Governing Bodies and Persons; Supervisors Sample Clauses

Governing Bodies and Persons; Supervisors. (i) Promptly following the date of this Agreement, JVCO shall cause the Governing Board of Old BVI, Shanghai Chuangxin and Chindex Mauritius, and each other JV Company that acts primarily as a holding company for operational companies (each an “Upper Tier Subsidiary”) to be composed of the same members as the Board of Directors of JVCO and to appoint as the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of such Upper Tier Subsidiary the same persons who occupy such offices of JVCO. Such officers shall have the same roles, responsibility and authority with respect to such Upper Tier Subsidiary as they have with respect to JVCO. To the extent that applicable Law provides for supervisors of the Governing Board of any such Upper Tier Subsidiary, the Parties shall cause two such supervisors to be appointed; and the CMH Directors shall be entitled to designate one of such supervisors and the FSPV Directors shall be entitled to designate the other supervisor. Each such Upper Tier Subsidiary shall comply with Article III. (ii) Each other JV Company that directly or indirectly is wholly owned by JVCO is referred to herein as a “Wholly-Owned Operational Subsidiary”. The Upper Tier Subsidiary that owns such Wholly-Owned Operational Subsidiary is referred to herein as the “Applicable Upper Tier Parent”. Each Wholly-Owned Operational Subsidiary shall to the extent permitted by applicable Law be managed, and the Applicable Upper Tier Parent shall cause such Wholly-Owned Operational Subsidiary to be managed, by a managing director, managing member or equivalent individual or individuals (each a “Managing Director”). Such Wholly-Owned Operational Subsidiaries initially shall include CEMP, Chindex Germany, Chindex Hong Kong, Shanghai Fosun Medical, Huaiyin Medical and, following the repurchase of the minority interest in Shanghai TTC, Shanghai TTC. In the event any other Wholly-Owned Operational Subsidiary are established, the Parties shall cause such new Wholly-Owned Operational Subsidiary to be owned directly by an Upper Tier Subsidiary. In the event, it is not permitted by applicable Law for any Wholly-Owned Operational Subsidiary to be managed by a Managing Director, the governance arrangements for such Wholly-Owned Operational Subsidiary shall be established by the Applicable Upper Tier Parent by Supermajority Vote of the Governing Board of such Applicable Upper Tier Parent. (iii) With respect to each company that is directly or indirectl...
Sample 1
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Governing Bodies and Persons; Supervisors. (i) Promptly following the date of this Agreement, JVCO shall cause the Governing Board of Old BVI, Shanghai Chuangxin and Chindex Mauritius, and each other JV Company that acts primarily as a holding company for operational companies (each an “Upper Tier Subsidiary”) to be composed of the same members as the Board of Directors of JVCO and to appoint as the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of such Upper Tier Subsidiary the same persons who occupy such offices of JVCO. Such officers shall have the same roles, responsibility and authority with respect to such Upper Tier Subsidiary as they have with respect to JVCO. To the extent that applicable Law provides for supervisors of the Governing Board of any such Upper Tier Subsidiary, the Parties shall cause two such supervisors to be appointed; and the CMH Directors shall be entitled to designate one of such supervisors and the FSPV Directors shall be entitled to designate the other supervisor. Each such Upper Tier Subsidiary shall comply with Article III.
Sample 1

Related to Governing Bodies and Persons; Supervisors

  • Corporate Actions Proxies Tax Reclaims (a) Corporate Actions. Whenever Bank receives information concerning the Financial Assets which requires discretionary action by the beneficial owner of the Financial Assets (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to securities holders (“Corporate Actions”), Bank shall give Customer prompt notice of such Corporate Actions to the extent that Bank’s central corporate actions department has actual knowledge of a Corporate Action in time to notify its customers. Bank will notify Customer of any corporate action of which information is either (i) received by it or a Subcustodian to the extent that Bank’s central corporate actions department has actual knowledge of the corporate action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Bank also will use its reasonable efforts to notify Customer of any class action litigation for which information is actually received by Bank’s central corporate actions department but shall not be liable for any Liabilities arising out of Bank’s failure to identify Customer’s interest in any class action litigation. Bank does not commit, however, to provide information concerning corporate actions or class action litigation relating to Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date, Bank shall endeavor to obtain Instructions from Customer or its Authorized Person (as defined in Section 10 hereof), but if Instructions are not received in time for Bank to take timely action, or actual notice of such Corporate Action was received too late to seek Instructions, Bank is authorized to sell such rights entitlement or fractional interest and to credit the Deposit Account with the proceeds or take any other action it deems, in good faith, to be appropriate in which case it shall be held harmless for any such action.

  • Officers, Directors and Employees JML has one officer and director, namely Xxxxx Polos, and has no employees.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Indemnification of Company, Directors and Officers and Selling Stockholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Stockholder and each person, if any, who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Directors and Officers of the Surviving Company The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Company, and the officers of the Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Company, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Company’s M&A.

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