Major Business Decisions Sample Clauses

Major Business Decisions. Except as expressly contemplated by this Agreement, for so long as the Seller is Président of the Company, the Seller, as Président of the Company (including acting in the Company’s capacity as Président or Gérant of the Company’s Subsidiaries), shall (i) not do and shall cause the Company or any of its Subsidiaries not to do any of the following acts unless and until the same has been approved in writing by the Buyer and (ii) take and shall cause the Company or such Subsidiary to take any and all necessary or desirable actions to do any of the following acts as requested in writing by the Buyer: (a) propose to the shareholders’ meeting of the Company or each of its Subsidiaries, or vote any resolution, or use any authorizations or powers granted by the shareholders’ meeting of the Company or each of its Subsidiaries, and more generally take any action within the powers of the President of the Company (including acting in the Company’s capacity as Président or Gérant of the Company’s Subsidiaries) pertaining to: (i) any amendment to the Company’s or any of its Subsidiaries’ by-laws (statuts); (ii) the issuance of shares or any other form of equity or other ownership interest (or any right or interest exercisable or convertible into an equity or other ownership interest) in the Company or any of its Subsidiaries; (iii) the approval of any transfer of shares in any of the Company’s Subsidiaries; (iv) the modification of the corporate governance of any of the Company’s Subsidiaries, including the appointment or removal of any manager (including any Président, Gérant, or Directeur Général) or board member; (b) declare or pay a cash or other dividend or distribution on the Company’s or any of its Subsidiaries’ outstanding equity or other ownership interests, including any interim dividend (acomptes sur dividends); (c) enter into any compensation arrangement between the Company or any of its Subsidiaries and any executive officer providing for aggregate annual compensation, including the fair value of any equity interests granted or expected to be granted, in excess of €75,000, or represents an aggregate compensation increase greater than or equal to 5% of such executive officer’s existing compensation; (d) materially change the terms of any Plan or employee agreement or increase (or commit, orally or in writing, to increase) compensation or benefits payable under any Plan (including accelerating the right to receive benefits or payments thereunder), or increase...
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Major Business Decisions. Cause the Chief Executive Officer of Target to consult and confer with the Chief Executive Officer of Parent with respect to all major business decisions affecting any of the Companies.
Major Business Decisions. Cause the Chief Executive Officer of Columbia to consult and confer with the Chief Executive Officer of AHL with respect to all major business decisions affecting any of the Companies.
Major Business Decisions. The term of each director shall not exceed three years, but consecutive terms are allowable.

Related to Major Business Decisions

  • Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

  • Professional Development; Adverse Consequences of School Exclusion; Student Behavior The Board President or Superintendent, or their designees, will make reasonable efforts to provide ongoing professional development to Board members about the adverse consequences of school exclusion and justice-system involvement, effective classroom management strategies, culturally responsive discipline, appropriate and available supportive services for the promotion of student attendance and engagement, and developmentally appropriate disciplinary methods that promote positive and healthy school climates, i.e., Senate Bill 100 training topics. The Board will conduct periodic self-evaluations with the goal of continuous improvement. New Board Member Orientation The orientation process for newly elected or appointed Board members includes:

  • Professional Development Days Upon request, each Employee shall be granted at least three (3) professional development days annually for professional development, at the Basic Rate of Pay. An Employee shall be advised, prior to taking any professional development days of any transportation, registration fees, subsistence and other expenses that will be paid by the Employer. Such hours not used in each fiscal year shall not be carried forward into subsequent years. Applications for such paid professional development opportunities shall be made in writing, to the Employer as early as possible.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Nurse Representatives & Grievance Committee (a) The Hospital agrees to recognize Association representatives to be elected or appointed from amongst nurses in the bargaining unit for the purpose of dealing with Association business as provided in this Collective Agreement. The number of representatives and the areas which they represent are set out in the Appendix of Local Provisions. (b) The Hospital will recognize a Grievance Committee, one of whom shall be chair. This committee shall operate and conduct itself in accordance with the provisions of the Collective Agreement and the number of nurses on the Grievance Committee is set out in the Appendix of Local Provisions. (c) It is agreed that Union representatives and members of the Grievance Committee have their regular duties and responsibilities to perform for the Hospital and shall not leave their regular duties without first obtaining permission from their immediate supervisor. Such permission shall not be unreasonably withheld. If, in the performance of their duties, a union representative or member of the Grievance Committee is required to enter a unit within the hospital in which they are not ordinarily employed they shall, immediately upon entering such unit, report their presence to the supervisor or nurse in charge, as the case may be. When resuming their regular duties and responsibilities, such representatives shall again report to their immediate supervisor. The Hospital agrees to pay for all time spent during their regular hours by such representatives hereunder.

  • Proposing Integration Activities in the Planning Submission No integration activity described in section 6.3 may be proposed in a CAPS unless the Funder has consented, in writing, to its inclusion pursuant to the process set out in section 6.3(b).

  • Professional Development Committee There shall be a Professional Development Committee composed of two (2) members of the Association one of whom shall be the Bargaining Unit President or designate and two (2) representatives of the Hospital one of whom shall be the Chief Nursing Officer or designate and one human resources representative.

  • Local Professional Development Committee A. There shall be a Local Professional Development Committee (LPDC) to oversee, review, and approve individual professional development plans (IPDP) for course work, continuing education units and/or other equivalent activities. 1. The LPDC shall be responsible to recommend for the Superintendent’s approval, all in-service activities and workshops offered in the district during the school year for staff professional development. 2. Recommendations for District Workshops and In-Service activities should be submitted to the LPDC for approval and recommendation no later than the last school day of the year prior to the year it will be implemented. 3. The LPDC chair shall review and approve all “Professional Growth Reimbursement Application” forms. B. The LPDC shall consist of three (3) teachers appointed by the Association President and two (2) members appointed by the Superintendent. One of the Superintendent's appointees will be a Principal employed by the district. C. Appointments shall be for two (2) years with half of the committee members being appointed every other year. 1. Appointments shall be made on or before May 1. 2. The Appointments shall be made by each party outlined above, notifying the other of those appointed. 3. In the event of a vacancy, the committee members shall be replaced in accordance with "B." above. 4. The Association shall name a fourth teacher member and the Superintendent shall name a third administrative member to serve as alternates and attend trainings. These two (2) people shall act as substitutes when a committee member is absent. D. This committee shall meet monthly. 1. The committee may also be convened by the request of two sitting members. 2. A quorum shall consist of five (5) members. When administrative licenses/certificates are reviewed, two (2) sitting teacher members will abstain and the decision will be decided by three (3) members. 3. If the committee determines it is needed, they will be provided two (2) professional release days to meet during regular school hours. Substitutes will be provided for the committee members on these release days. 4. Committee members shall be provided an additional annual stipend of $1,000 for meetings beyond the normal work day or year. This stipend shall be paid in two (2) semi-annual payments. Any member who fails to serve the full year shall have the above compensation prorated on a monthly basis for each month served. 5. Decisions of the LPDC will be made by consensus of the committee members present. 6. The committee minutes shall be prepared and maintained in compliance with the laws governing the operation of committees of public bodies.

  • Certified and Minority Business Enterprises Reports Upon Customer request, the Contractor shall report to the requesting Customer the Contractor’s spend with certified and other minority business enterprises in the provision of commodities or services related to the Customer’s orders. These reports shall include the period covered, the name, minority code, and Federal Employer Identification Number of each minority business utilized during the period; commodities and services provided by the minority business enterprise, and the amount paid to each minority business enterprise on behalf of the Customer.

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