Major Corporate Decisions Sample Clauses

Major Corporate Decisions. (a) All major corporate decisions (as hereinafter defined) shall require the affirmative vote of Common Shareholders owning sixty-six and two-thirds percent (66 2/3%) of the voting power of the Common Shares. (b) For the purposes of this Agreement, "Major Corporate Decisions" shall be the following: i. A decision to engage in any business other than the manufacture for sale or Toll Processing of tin mill products for customers, including, but not limited to, the decision to add additional coating lines or engage in a different line of product or business; ii. Selling, leasing, assigning, exchanging, disposing or transferring all or substantially all of the assets, with or without goodwill, of the Coating Company; iii. Acquiring all or substantially all of the assets or stock of another corporation or business entity, merging or consolidating with another corporation or business entity, or entering into any other business combination with another corporation or business entity; iv. Dissolving or liquidating the Coating Company; v. Selling or issuance by the Coating Company of any of its Shares or other securities, including treasury Shares, or creating or issuing new classes of Shares or other securities; vi. Amending the Coating Company's Articles or Regulations, provided, however, that no amendment to Article 4 purporting to change the rights of Preferred Shareholders shall be made without the consent of the preferred shareholders; vii. Assigning, transferring, settling, compromising, cancelling or releasing any claim of, or debt owed to, the Coating Company in excess of Two Hundred Fifty Thousand Dollars ($250,000) (in the aggregate in any one calendar year) or any customer debt in excess of five percent (5%) of the Coating Company's gross revenues for any one calendar year without receiving full payment by the Coating Company; viii. Making, executing or delivering any general assignment for the benefit of creditors or any bond, guaranty, indemnity bond, or surety bond, or filing any petition for bankruptcy or similar proceeding under any state law or deciding not to contest any involuntary petition in bankruptcy; ix. Confessing a judgment; x. Providing for or changing the compensation, including bonuses, of any officer or Director of the Coating Company; xi. Authorizing any stock split, including any reverse stock split; xii. Authorizing, approving or entering into any agreement or agreements with or for the benefit of any Shareholder, Director or offic...
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Major Corporate Decisions. (a) All major corporate decisions (as hereinafter defined) shall require the affirmative vote of Common Shareholders owning sixty-six and two-thirds percent (66 2/3%) of the voting power of the Common Shares. (b) For the purposes of this Agreement, "Major Corporate Decisions" shall be the following:
Major Corporate Decisions. Except as otherwise provided herein, none of the following actions shall be taken by the Corporation without the affirmative approval of a Majority vote of all the Members entitled to vote: a. declaration or payment of any dividend or distribution or the like, or any redemption subsequent to the date hereof; b. any amendment, change or restatement of the Articles of Incorporation or the Bylaws of the Corporation; c. the dissolution, winding-up or liquidation of the Corporation; d. the entry into bankruptcy or insolvency proceedings, whether voluntary or involuntary; or e. the change in the business of the Corporation as presently conducted or as contemplated as of the date hereof.

Related to Major Corporate Decisions

  • Staff Development Leave (a) An employee will be granted leave without loss of pay, at their basic rate of pay, to take courses (including related examinations) or attend conferences, conventions, seminars, workshops, symposiums or similar out-of-service programs, at the request of the Employer. The amount of pay received by an employee will not exceed the full-time daily hours of work as outlined in Clause 14.2 (Hours of Work). When such leave is granted, the Employer will bear the full cost, including tuition fees, entrance or registration fees, laboratory fees, and course-related books. The Employer will also reimburse the employee for approved travelling, subsistence, and other legitimate, applicable expenses. (b) An employee may be granted leave without pay, with pay, or leave with partial pay, to take work related courses in which the employee wishes to enrol to acquire the skills necessary to enhance opportunities. (c) Approval of requests will be given reasonable consideration and leaves pursuant to this article will be administered in a reasonable manner. (d) Should the employee noted above terminate their employment for any reason during the six month period following completion of the above-noted leave, the employee will reimburse the Employer for all expenses incurred by the Employer (i.e. tuition fees, entrance or registration fees, laboratory fees, and course-required books) on a proportionate basis.

  • CENTRAL LABOUR RELATIONS COMMITTEE C4.1 OPSBA, the Crown and OSSTF agree to establish a joint Central Labour Relations Committee to promote and facilitate communication between rounds of bargaining on issues of joint interest.

  • Consideration of Criminal History in Hiring and Employment Decisions 10.14.1 Contractor agrees to comply fully with and be bound by all of the provisions of Chapter 12T, “City Contractor/Subcontractor Consideration of Criminal History in Hiring and Employment Decisions,” of the San Francisco Administrative Code (“Chapter 12T”), including the remedies provided, and implementing regulations, as may be amended from time to time. The provisions of Chapter 12T are incorporated by reference and made a part of this Agreement as though fully set forth herein. The text of the Chapter 12T is available on the web at xxxx://xxxxx.xxx/olse/fco. Contractor is required to comply with all of the applicable provisions of 12T, irrespective of the listing of obligations in this Section. Capitalized terms used in this Section and not defined in this Agreement shall have the meanings assigned to such terms in Chapter 12T. 10.14.2 The requirements of Chapter 12T shall only apply to a Contractor’s or Subcontractor’s operations to the extent those operations are in furtherance of the performance of this Agreement, shall apply only to applicants and employees who would be or are performing work in furtherance of this Agreement, and shall apply when the physical location of the employment or prospective employment of an individual is wholly or substantially within the City of San Francisco. Chapter 12T shall not apply when the application in a particular context would conflict with federal or state law or with a requirement of a government agency implementing federal or state law.

  • Training and Professional Development 11.1 The Employer will develop and maintain an employee training and development plan and provide such plan to the Union upon request. Staff training is intended to provide an opportunity for classified staff employees for training sponsored by the University Training and Development and the UW Medical Centers Organizational Development and Training. Education/Professional Leave is intended to facilitate employee access to continuing education opportunities. Training and educational/professional leave may be used for the purpose of improving job performance, maintaining and increasing proficiency, preparing staff for greater responsibility, or increasing promotional opportunities within the framework of staff positions available at the University. 11.2 Any release time for training for employees accepted for such classes shall be in accordance with the Executive Order (currently No. 52) governing this matter. In the event that two or more employees request the same training period and supervision must limit the number of persons who may participate at one time due to work requirements, the selection will be made on a mutually agreeable basis within the department. 11.3 The training program is a proper subject for discussion by either departmental or University-wide Joint Union/Management Committees. 11.4 If the Employer requires an employee to receive training, reimbursement will be provided in accordance with the University travel rules. Employee attendance at Employer required training, either during or outside working hours, will be considered time worked and compensated in accordance with the provisions of this Agreement. 11.5 Employee attendance at training not required by the Employer and not covered by Executive Order 52, either on approved leave from or outside of working hours, will be voluntary and not considered time worked.

  • Data Protection Officer 10.1 The Data Processor will appoint a Data Protection Officer where such appointment is required by Data Protection Laws and Regulations.

  • 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.

  • 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.

  • Level Four - Arbitration a. Within ten (10) school days after such written notice of submission to arbitration, the Board and the Association shall attempt to agree upon a mutually acceptable Arbitrator and shall obtain a commitment from said Arbitrator to serve. If the parties are unable to agree upon a mutually acceptable Arbitrator, or obtain such a commitment within the specified period, a request for a list of Arbitrators may be made to the Public Employment Relations Commission by either party. The parties shall then be bound by the rules and procedures of the Public Employment Relations Commission in selection of an Arbitrator. b. The Arbitrator so selected shall confer with the Committee of the Board and the Aggrieved Person and Association representative, and hold hearings promptly and shall issue his decision not later than twenty (20) days from the date of the close of the hearings, or if oral closings have been waived, then from the date the final statements and proofs on the issues are submitted to him. The Arbitrator's decision shall be in writing and shall set forth his findings of fact, reasoning and conclusions on the issues submitted. The Arbitrator shall be without power or authority to make any decision which requires the commission of an act prohibited by law, or which is violative of the terms of this Agreement. The decision of the Arbitrator shall be submitted to the Board and the Aggrieved Person and Association representative, and shall be final and binding on the parties. The Arbitrator shall be limited to the issues submitted and shall consider nothing else. The Arbitrator can add nothing to, nor subtract anything from the Agreement between the parties. c. The costs for the services of the Arbitrator, including per diem expenses, if any, and actual and necessary travel, subsistence expenses, and the cost of the hearing room, shall be borne equally by the Board and the Association. Any other expenses incurred shall be paid by the party incurring same.

  • Adverse Developments Since June 30, 2009, there has been no material adverse change in the business, operations or condition (financial or otherwise) of the Company; nor has there been since such date, any damage, destruction or loss, whether covered by insurance or not, materially or adversely affecting the business, properties or operations of the Company.

  • Alliance Manager Each Party shall appoint a person(s) who shall oversee contact between the Parties for all matters between meetings of each Joint Committee and shall have such other responsibilities as the Parties may agree in writing after the Effective Date (each, an “Alliance Manager”). Each Party may replace its Alliance Manager at any time by notice in writing to the other Party.

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