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) ; (ii) the compliance with Buyer's code of ethics; (iii) any relevant requirements of the Xxxxxxxx-Xxxxx Act and other U.S. securities laws and regulations; and (iv) no Employee's Misconduct on the part of Key Management. In addition, Group Company is entitled to dismiss any member of Key Management in case of Employee's Misconduct.
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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 Xxxxxxxx-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.
Sample 1
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 Mx. Xxx Lxxxx) 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 Sxxxxxxx-Xxxxx Act and other U.S. securities laws and regulations.
Sample 1
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.
Sample 1

Related to Key Management Independence

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  • 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.

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  • Management Team Subject to any approval or consulting rights of the --------------- Joint Operations Committee, Manager shall engage or designate one or more individuals experienced in dental group management and direction, including, but not limited to, an administrator, who will be responsible for the overall administration of the Practice including day-to-day operations and strategic development activities.

  • Independence The Party will act in an independent capacity and not as officers or employees of the State.

  • Inventory Management The Subrecipient must submit an annual statement identifying the status of all equipment and non-real property items purchased with ESG funds by the contract termination date. The status report should inventory all equipment and non-real properties purchased with ESG funds and state the condition of the equipment and its location.

  • Program Management 1.1.01 Implement and operate an Immunization Program as a Responsible Entity

  • Management Incentive Plan “Management Incentive Plan” shall mean the Company’s bonus program, as implemented by the Company’s board of directors from time to time and pursuant to which the Executive may receive incentive-based compensation at fiscal year end.

  • Management and Control (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund.

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