Joint Appointee Sample Clauses

Joint Appointee. (a) Both the Company (acting through the Board and the Governance and Nominating Committee of the Board) and the SailingStone Parties shall have the ability to recommend to the other party a director candidate(s) for appointment to the Board (subject to the criteria set forth in paragraph (c) below) and shall consider in good faith any director candidate(s) proposed by the other party for such directorship. Upon the recommendation of a director candidate by the Company or the SailingStone Parties, as applicable (a “Submitting Party”) to the other Party (the “Receiving Party”), the Receiving Party shall notify the Submitting Party as promptly as reasonably practicable whether or not such Receiving Party consents to the recommendation of such Submitting Party. If such Receiving Party does not consent to the recommendation of such Submitting Party (it being understood that a Receiving Party may withhold its consent in its sole discretion), each of the Company and the SailingStone Parties shall have the right to continue to recommend to the other Party additional director candidates, which the other Party shall consider in good faith and on an as promptly as reasonably practicable basis, and the Parties shall continue to follow the procedures of this Section 1.1(a) until the Company and the SailingStone Parties mutually agree on a director candidate to be appointed to the Board (such candidate, the “Joint Appointee”). The Joint Appointee shall be elected to the Board as promptly as reasonably practicable after such mutual agreement by the Company and the SailingStone Parties. (b) It is understood that as part of the consideration of director candidates by the Company (whether proposed by the Company or the SailingStone Parties), the Company’s Governance and Nominating Committee shall consider (on an as promptly as reasonably practicable basis) whether such candidates meet the applicable criteria for service as a director of the Company (including the criteria set forth in paragraph (c) below). (c) The Joint Appointee must: (i) be “independent” within the meaning of all applicable securities laws and the rules under the New York Stock Exchange, (ii) not be or have been affiliated with the SailingStone Parties or the Company, (iii) have a background in engineering and in the oil and gas sector, and (iv) have a track record of creating shareholder value, and have specific experience with respect to incentive compensation and other financial issues.

Joint Appointee. (a) The Province and OFNLP 2008 shall, on or before the Effective Date, and annually thereafter, mutually appoint a person, not in the employ of the Province, OLG or any other Agent of the Province, or of OFNLP, OFNLP 2008, any OFNLP Limited Partner or OFNLP 2008 Limited Partner or any of the First Nations in Ontario, who shall be a certified general or chartered accountant, unless otherwise mutually agreed, to act as the joint appointee of the parties for the purposes of this Agreement (the "Joint Appointee"). The appointment of the Joint Appointee shall be pursuant to and be upon the terms set out in a formal written retainer agreement agreed among the Province, OFNLP 2008 and such Joint Appointee and shall continue until a replacement is appointed by the Province and OFNLP 2008 and such replacement has accepted his or her appointment. If the Province and OFNLP 2008 cannot agree on the appointment of the Joint Appointee or a replacement appointee, then such appointment shall be referred to the Arbitrators pursuant to section 9.2 and such Arbitrators shall have the authority to appoint the Joint Appointee or the replacement appointee. The Joint Appointee will operate with the authority granted to it under and in accordance with the provisions of this Agreement and the formal written retainer agreement with the Joint Appointee shall provide that the Joint Appointee shall perform the duties and obligations of the Joint Appointee set out in this Agreement. (b) The reasonable costs and expenses of the Joint Appointee will be paid by the Province in accordance with the budget agreed to pursuant to section 5.3(c). The Joint Appointee will submit detailed invoices setting out his or her costs and expenses which will be reviewed by the Province and, subject to dispute of such costs and expenses by the Province, the Province shall pay such costs and expenses. (c) The Province and OFNLP 2008 shall agree on a budget providing for the costs and expenses of the Joint Appointee for each Fiscal Year prior to the end of the Preceding Fiscal Year. (d) Failure by the Province and OFNLP 2008 to agree on a Joint Appointee or a budget in respect thereof prior to the end of each Fiscal Year are matters which shall be referred directly to and determined by the Arbitrators under section 9.2.

Joint Appointee. 4.4.1 The Province and OFN Limited Partnership shall, within 120 days of the date of this Agreement, within 60 days after the second anniversary date hereof, and annually thereafter, mutually appoint a person, not in the employ of the Province or of the Ontario First Nations, who shall be a certified general or chartered accountant, unless otherwise mutually agreed, to act as the joint appointee of the parties for the purposes of this Agreement (the "Joint Appointee"). The appointment of the Joint Appointee shall continue until a replacement is appointed by the Province and OFN Limited Partnership or pursuant to an order of an arbitrator under Section 9.3 and the replacement has accepted his or her appointment. The Joint Appointee will operate with the authority granted to him or her under this Agreement, and will act in accordance with the provisions of Sections 3.3.3, 4.5, 4.6, 4.7 and 9.8 relating to compliance with the provisions of Articles 3 and 4 and Section 7.5 of this Agreement. OFN Limited Partnership will consult with MFN Limited Partnership with respect to any appointment under this Section 4.4.1. 4.4.2 The costs and expenses of the Joint Appointee will be paid in accordance with the budget agreed to pursuant to Section 4.4.3 from Ongoing Net Revenues as specified in Section 1.1(aaf)(3)(i). The Joint Appointee will submit detailed invoices setting out his or her costs and expenses which will be reviewed by the Province and, if approved, the Province shall direct OLGC to pay such costs and expenses out of Ongoing Net Revenues. 4.4.3 The Province and Limited Partnerships shall agree on a budget providing for the costs and expenses of the Joint Appointee for each fiscal year of OFN Limited Partnership and MFN Limited Partnership prior to the end of the previous fiscal year.

Joint Appointee. (a) The Province and the Partnership shall, forthwith after the Effective Date, and annually thereafter, mutually appoint a Person, not in the employ of or contracted to the Province, BCLC or any other Agent of the Province, or of the Partnership, any Limited Partner or any of the Eligible First Nations, who shall be a certified general or chartered accountant or a firm of certified general or chartered accountants, unless otherwise mutually agreed, to act as the joint appointee of the Parties for the purposes of this Agreement (the “Joint Appointee”). (b) The appointment of the Joint Appointee shall be pursuant to and be upon the terms set out in a formal written retainer agreement (the “Joint Retainer Agreement”) agreed among the Province, the Partnership and such Joint Appointee and shall continue until a replacement is appointed by the Province and the Partnership and such replacement has accepted his or her appointment. The Joint Appointee will operate with the authority granted to it under and in accordance with the provisions of this Agreement and the formal written retainer agreement with the Joint Appointee shall provide that the Joint Appointee shall perform the duties and obligations of the Joint Appointee set out in this Agreement. (c) The reasonable costs and expenses of the Joint Appointee will be paid by the Province.

Related to Joint Appointee

Initial Appointment A person who receives an initial appointment to a position in the bargaining unit for or during a fiscal or academic year shall be appointed at a salary at least equal to the applicable minimum salary for that fiscal or academic year as specified in Article 25.5.
Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.
Exclusive Appointment The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Laws or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.
Continuing Appointment A continuing appointment shall continue until retirement or until otherwise terminated pursuant to this Agreement.
Excluded Appointments With respect to the Excluded Appointments, (a) nothing in this Agreement shall give the Purchasers the right to control or defend any Proceeding to which any Seller or any of its Affiliates is a party to the extent such Proceedings have resulted in such Appointment being classified as an Excluded Appointment, and, except as may otherwise be agreed between the parties hereto, the Sellers or their Affiliates shall be responsible for the control, defense and/or settlement any such Proceeding and (b) the Sellers or their Affiliates shall be responsible for the control, defense and/or settlement of any matters that have resulted in such Appointment being treated as an Excluded Appointment because the Seller Representative reasonably determines that such appointment is required to be excluded pursuant to applicable Law. Subject to Section 8.2, the Purchasers shall use reasonable best efforts to take any Specified Actions reasonably requested by the Sellers in connection with the Sellers’ defense of such Proceedings or the settlement thereof; provided that the Sellers shall promptly reimburse the Purchasers for any reasonable, documented out-of-pocket costs and expenses incurred by the Purchasers in connection with taking any such actions.
Board Appointment (a) Following the Closing and upon the written request of Castle Creek, the Company will promptly cause a person designated by Castle Creek, who shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof) (the “Board Representative”), to be elected or appointed to the Board of Directors of the Company (the “Board of Directors”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and Riverview Bank (the “Bank”) board of directors (the “Bank Board”), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, and subject to compliance with all corporate governance guidelines or principles that the Corporation may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board of Directors and the Bank Board, in each case for as long as Castle Creek, together with its Affiliates, owns the greater of: (i) in the aggregate, 50% or more of all of the Shares purchased pursuant to the Purchase Agreement (“Qualifying Ownership Interest”) or (ii) in the aggregate, 5% of the Common Stock, Series A Preferred Stock and Non-Voting Common Stock, taken as a whole, then outstanding (“Minimum Ownership Interest”). Notwithstanding anything to the contrary herein, in no event shall any failure to meet any applicable residency requirement be a valid reason for withholding approval of the Board Representative (or any replacement Board Representative) by the Board, the Bank Board or the Company, as the case may be. So long as Castle Creek, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representative to the Board of Directors at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If Castle Creek no longer has a Minimum Ownership Interest, Castle Creek will have no further rights under Sections 1(a) through 1(b) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. Castle Creek shall promptly inform the Company if and when it ceases to hold a Minimum Ownership Interest in the Company. (b) The Board Representative shall, subject to applicable law, be one of the Company’s nominees to serve on the Board of Directors. The Company shall use its reasonable best efforts to have the Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for the Board Representative to the same extent as it does for any of its other Company nominees to the Board of Directors. At the option of the Board Representative, the Board of Directors shall cause such Board Representative to be appointed to the Compensation Committee of the Board of Directors, and any equivalent committee of the Bank, so long as the Board Representative qualifies to serve on such committees under the Company’s or the Bank’s committee charters currently in effect, as applicable, and applicable rules of any exchange on which the Common Stock is then listed, and such service is consistent with commitments that Castle Creek has provided to the Federal Reserve in connection with the transaction and would not result in Castle Creek being deemed in control of the Company for purposes of the BHC Act. The Company shall ensure, and shall cause the Bank to ensure, that the Board of Directors, the Bank Board, the Compensation Committee of the Board of Directors and any equivalent committee of the Bank shall have at least four members for so long as Castle Creek shall have the right to appoint a Board Representative. Castle Creek covenants and agrees to hold any information obtained from its Board Representative in confidence (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). Notwithstanding anything to the contrary contained herein, at all times when Castle Creek maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve’s Policy Statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein. (c) Subject to Section 1(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board or the Bank Board of the Board Representative, Castle Creek shall have the right to designate the replacement for such Board Representative, which replacement shall satisfy all legal, bank regulatory and governance requirements regarding service as a director of the Company, and shall be reasonably acceptable to the Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Company for purposes hereof). The Board and the Bank Board shall use their respective commercially reasonable efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the Board and the Bank Board), using all reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be. (d) The Board Representative shall be entitled to compensation, including fees, and indemnification and insurance coverage in connection with his or her role as a director, to the same extent as other directors on the Board or the Bank Board, as applicable, and the Board Representative shall be entitled to reimbursement for reasonable documented, out-of- pocket expenses incurred in attending meetings of the Board and the Bank Board, or any committee thereof, in accordance with Company policy. (e) The Company acknowledges that the Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by Castle Creek and/or certain of its Affiliates (collectively, the “Castle Creek Indemnitors”). The Company hereby agrees on behalf of itself and the Bank that with respect to a claim by the Board Representative for indemnification arising out his or her service as a director of the Company and/or the Bank (1) that it is the indemnitor of first resort (i.e., its obligations to the Board Representative with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Board, as applicable) are primary, and any obligation of the Castle Creek Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), and (2) the Castle Creek Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Board Representative against the Company.
Designation and Appointment The Board may, from time to time, employ and retain Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other Persons (any of whom may be a Member or Director) who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “general counsel” and “chief financial officer,” as and to the extent authorized by the Board. Any number of offices may be held by the same Person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or a Member. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.
Hiring and Appointments 15.1 The Employer will determine when a position will be filled, the type of appointment to be used when filling the position, and the skills and abilities necessary to perform the duties of the specific position within a job classification that is being filled. Only those candidates who have the position-specific skills and abilities required to perform the duties of the vacant position will be referred for further consideration by the employing Agency. X. Xx Agency’s internal layoff list will consist of employees who have elected to place their name on the layoff list through Article 35, Layoff and Recall, of this Agreement and are confined to each individual agency. B. The statewide layoff list will consist of employees who have elected to place their name on the statewide layoff list in accordance with WAC 000-00-000. C. A promotional candidate is defined as an employee who has completed the probationary period within a permanent appointment and has attained permanent status within the Agency. D. A transfer candidate is defined as an employee in permanent status in the same classification as the vacancy within the Agency. E. A voluntary demotion candidate is defined as an employee in permanent status moving to a class in a lower salary range maximum, within the Agency.
Term Appointments 1.02.1 A term appointment is one in which the beginning and end dates of employment are clearly identified in the appointment letter. 1.02.2 It is agreed that employees employed on term appointments (hereinafter referred to as term employees) are covered by the terms of this Collective Agreement except for those Articles and conditions set out below: a) It is agreed that there is no guarantee or commitment of employment to an employee beyond that which is identified in their appointment letter. b) Term appointments normally are from 3 months to 1 year in length, though such an appointment may be for a longer period under special circumstances such as, Long Term Disability, Family Leave or Leave of Absence. c) Prior to hiring or renewing an employee on a term appointment, Human Resources staff will evaluate a job description submitted by the Department Head/Designate and determine the appropriate salary range and hiring salary in accordance with the Salary Administration provision of this Agreement. If the original appointment letter indicates a period of employment of more than 12 months, or if the employee's actual period of employment in the same position exceeds 12 months, the position description will be submitted for evaluation by the Joint Technical Position Evaluation Committee at the beginning of the thirteenth month of employment. If this evaluation results in a salary increase, the increase shall be made effective to the beginning of the thirteenth month of employment. d) Notwithstanding Article 21.01, term appointments of 3 to 6 months duration will not normally be posted; however, written notice will be sent to the Union. e) For the purposes of seniority, term employees will not be considered as new employees if they are rehired within 6 months of a previous termination. f) Notwithstanding Article 17 (Sick Leave), term employees shall be entitled to accumulate paid sick leave determined at the rate of 2 days per calendar month of their appointment to a maximum of 60 days. g) Notwithstanding Article 12 (Layoff and Recall), in the event of a layoff the University will provide as much advance notice as possible to term employees. However, term employees shall not be entitled to recall rights. h) Term employees shall not be covered by the following articles or clauses of the Collective Agreement: Article 12, Article 17.01, Article 17.02, Article 21.05. i) Term employees whose employment has been renewed beyond the original term appointment, and whose appointment will not be renewed again, will be given a minimum of 2 weeks’ notice or notice pursuant to the Employment Standards Act, whichever is greater, confirming the end date stated in their subsequent appointment letter. j) Term employees who are laid off are entitled to severance pay in accordance with Appendix B, Chart B.
Medical Appointments Medical appointments may be charged to sick leave. The employee must notify the supervisor of a medical appointment at least twenty-four (24) hours in advance except in case of emergency.

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