Homeplug IA Board and Membership Structure Sample Clauses

Homeplug IA Board and Membership Structure. Intellon and Intel will use their respective reasonable commercial efforts to effect the following changes in the organization and governance of the Homeplug IA on or before August 19, 2005 and after the earlier of (i) the date that the HomePlug IA Board of Directors approves the final specification for HomePlug AV and (ii) August 1, 2005: a. Replace the existing membership structure of Sponsors, Participants and Adopters with a new membership structure of members of the Board of Directors (“Directors”), Contributors, Participants and Adopters, with Directors being the only members entitled to voting rights as members or as members of any Board of Directors, provided that (i) Directors may not be companies that develop and sell, or propose to develop and sell, standalone powerline communications integrated circuits, and (ii) Directors, Contributors, Participants and Adopters shall have equal access to any HomePlug IA specification and shall have equal necessary claims licensing rights and obligations. Change the membership classification of [*****], [*****], and [*****] to Contributor and effect the resignation of [*****] from the HomePlug IA Board of Directors. b. Replace the existing Board of Directors with a new governance structure consisting of: (i) an overarching governing body (possibly called an Implementer’s Forum) having as its Board of Directors large, high-profile technology and service companies interested in setting industry standards for powerline communications (the “New Board”), with new members of the Board being selected from among the Promoter members by a two-thirds vote of the New Board; and (ii) multiple separate Promoters Groups, each established by and subservient to the New Board, whose Directors shall be appointed from among the Director members by a two-thirds vote of the New Board. Separate Promoters Groups shall exist for each HomePlug 1.0, HomePlug AV, HomePlug BPL, and HomePlug Command & Control. The Implementers Forum will be responsible for managing compliance and certification of devices with HomePlug specifications, managing the financial resources of the HomePlug IA, owning and protecting all HomePlug trademarks, managing industry marketing and training, and governing the creation of, and providing legal support to, the Promoters Groups. The Promoters Groups will be responsible for defining and maintaining technical specifications and controlling the ownership and copyright of their respective specifications. c. Establi...
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  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Recognition of Union Stewards and Grievance Committee In order to provide an orderly and speedy procedure for the settling of grievances, the Employer acknowledges the rights and duties of the Union Stewards. The Xxxxxxx shall assist any Employee, which the Xxxxxxx represents, in preparing and presenting her grievance in accordance with the grievance procedure.

  • IRO Independence and Objectivity The IRO must perform the Claims Review in a professionally independent and objective fashion, as defined in the most recent Government Auditing Standards issued by the U.S. Government Accountability Office.

  • TRAINING AND EMPLOYEE DEVELOPMENT 9.1 The Employer and the Union recognize the value and benefit of education and training designed to enhance an employee’s ability to perform their job duties. Training and employee development opportunities will be provided to employees in accordance with Employer policies and available resources. 9.2 Attendance at employer-required training will be considered time worked. The Employer will make reasonable attempts to schedule employer-required training during an employee’s regular work shift. The Employer will pay the registration and associated travel costs in accordance with Article 23, Travel, for employer-required training.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • Professional Memberships Each employee is eligible for reimbursement for membership fees or dues paid for the maintenance of a license required to perform employee’s job and for dues paid for membership in one additional job related professional association.

  • GOVERNANCE ARRANGEMENTS Enforceability of the Agreement

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party, that is a covered investment, appoint to senior management positions natural persons of any particular nationality. 2. A Party may require that a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality, or resident in the territory of the Party, provided that the requirement does not materially impair the ability of the investor to exercise control over its investment.

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