Key Management Independence Sample Clauses

Key Management Independence. (a) Buyer agrees that it shall, during the period commencing from the First Closing Date and ending on December 31, 2008, take all actions necessary and appropriate to enable the Key Management (means Xx. Xx Xxx Xxxx, Xx. Xxxxx Fu Lian, Xx. Xx Yu and Xx. Xxxx Xxxxx Xxxx) to continue to run the Group Companies as an independent business unit of the Buyer, provided that the Key Management's ability to operate the Group Companies as an independent business unit shall be subject to (i) the terms of the 2006 Business Plan and 2007 Business Plan as set forth in Schedule 5.11 (the material amendment of which shall be subject to the written consent of the Buyer) ;
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Key Management Independence. (a) The Buyer agrees that it shall, during the period commencing from the Purchase Closing Date and ending on August 31, 2009, take all actions necessary and appropriate to enable the Key Management to continue to run the Group Companies as an independent business unit of the Buyer, provided that the Key Management’s ability to operate the Group Companies as an independent business unit shall be subject to (i) the compliance with the Buyer’s code of ethics; (ii) any relevant requirements of the Sxxxxxxx-Xxxxx Act and other U.S. securities laws and regulations; and (iii) no Employee’s Misconduct on the part of Key Management. In addition, the Group Companies is entitled to dismiss any of the current management because of his/her misconduct. (b) If there is any Employee’s Misconduct on the part of the member of Key Management, the Buyer is entitled to cause the Group Companies to dismiss such member of Key Management immediately and the Group Companies shall act in accordance with the request.
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Key Management Independence. (a) Buyer agrees that it shall, during the period commencing from the First Closing Date and ending on the date of payment of the Third Installment Consideration and the Additional Share Consideration, take all actions necessary and appropriate to enable the Key Management (meaning Mr. Yising Chan, Mr. Guanyong Tian and Xx. Xxx Xxxxx) to continue to run the Group Companies as an independent business unit of Buyer, provided that the Key Management’s ability to operate the Group Companies as an independent business unit shall be subject to (i) compliance with Buyer’s code of ethics and (ii) any relevant requirements of the Xxxxxxxx-Xxxxx Act and other U.S. securities laws and regulations. (b) Subject to Section 2.2(b)(ii), Buyer agrees that it shall not, prior to the Third Closing Date, dismiss any member of the Key Management without Cause and that any such dismissal without Cause will accelerate the Second Closing and/or the Third Closing as set forth in Article II. (c) Buyer agrees that it shall, until the Third Closing Date, provide reasonable capital support within thirty (30) days after a written request (which request shall identify in reasonable detail the proposed use of the funds) by the Company (during the period beginning January 1, 2008 and ending December 31, 2009, the outstanding principal amount of such capital support shall not at any time exceed US$20,000,000, excluding any amounts due pursuant to the Loan Repayment Loan), and other support to the Group Companies. Any capital support pursuant to this Section 6.13(c) may, at the option of Buyer, be in the form of borrowings and the interest rate with respect thereto shall be on an arm’s length basis. Buyer shall consider in good faith any reasonable request from the Company for capital support in excess of such US$20,000,000.
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Related to Key Management Independence

  • LABOUR MANAGEMENT RELATIONS 9:01 No employee or group of employees shall undertake to represent the Union at meetings with the Employer without the proper authorization of the Union. The Employer shall not meet with any employee or group of employees undertaking to represent the Union without the proper authorization of the Union. In representing an employee or group of employees, a representative of the Union shall be the spokesperson. In order that this may be carried out, the Union shall supply the Employer with the names of its Officers and representatives. Likewise the Employer shall supply the Union with a list of its Designated Authorities and Chairs where the Chair is not the Designated Authority. Neither the Union nor the Employer shall be required to recognize such representatives until written notification has been received. 9:02 The Union and the Employer acknowledge the mutual benefit of joint consultation and agree, therefore, that there shall be a joint labour/management committee consisting of three (3) representatives from and selected by each party. There shall be one (1) regularly scheduled Labour/Management Committee meeting in each four (4) month term or semester (January to April, May to August, September to December). In addition, meetings shall be arranged at the request of either party through the Labour Relations Department, by submitting in writing the topics to be discussed. Such meetings shall take place, at a mutually-agreeable time, within ten (10) working days of the receipt of the request for the meeting. Meetings shall not be used to discuss matters which are the subject of a grievance nor to discuss any matters which are, at the time, the subject of collective bargaining. The committee shall function in an advisory capacity only, making recommendations to the Union and/or the Employer with respect to its discussions and conclusions, and shall not have the power to add to or modify the terms of this agreement. A representative of each party shall be designated Co-Chairperson, and the two persons so designated shall alternate in presiding over meetings.

  • Labour Management Relations Committee In recognition of the mutual benefits of open communications and on-going consultation between the faculty and the employer, the Labour/Management Relations Committee will meet on a regular basis and have equal representation for the Union and the Employer. The LMRC will serve as an open forum for the free and candid discussion of matters of mutual concern to faculty members and management.

  • Union Management Relations Any changes deemed necessary in this Agreement may be made by mutual agreement of the parties at any time during the life of this Agreement.

  • Management Grievance The Employer may initiate a grievance at Step 3 of the grievance procedure by the Employer or designate presenting the grievance to the President of the Union or designate. Time limits and process are identical to a union grievance.

  • MANAGEMENT GRIEVANCES 14.01 It is understood that the Management may bring forward at any meeting held with the Union Representative any complaint with respect to the conduct of the Union, or Stewards, and that if such complaint by Management is not settled to the mutual satisfaction of the conferring Parties, it may be treated as a grievance and referred to arbitration in the same way as the grievance of any employee.

  • Vulnerability Management BNY Mellon will maintain a documented process to identify and remediate security vulnerabilities affecting its systems used to provide the services. BNY Mellon will classify security vulnerabilities using industry recognized standards and conduct continuous monitoring and testing of its networks, hardware and software including regular penetration testing and ethical hack assessments. BNY Mellon will remediate identified security vulnerabilities in accordance with its process.

  • Virus Management DST shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within DST environment.

  • Labor Management Relations The Employer and the Union recognize that the character and quality of the Union/Management relationship in each Agency has an impact upon productivity and quality services. Accordingly, the parties agree to support joint Labor/Management training in skills and concepts which may contribute to increased Union/Management understanding and cooperative relationships.

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • Change Management BellSouth provides a collaborative process for change management of the electronic interfaces through the Change Control Process (CCP). Guidelines for this process are set forth in the CCP document as amended from time to time during this Agreement. The CCP document may be accessed via the Internet at xxxx://xxx.xxxxxxxxxxxxxxx.xxxxxxxxx.xxx.

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