MANAGEMENT AND REPRESENTATION. 5.1 The management and the representation shall be the right and the obligation solely of the General Partner. The General Partner shall manage the affairs of the Partnership in accordance with the statutory provisions and this Limited Partnership Agreement. The Second General Partner shall always be excluded from the management and the representation.
5.2 The General Partner and its managers shall be exempted from the restrictions of Section 181 BGB [German Civil Code] for all legal acts performed together with or vis-à-vis the Partnership.
5.3 The General Partner shall receive a remuneration of € 25,000, plus applicable VAT as the case may be, payable in advance on an annual basis, for its activity. This remuneration constitutes expenditure of the Partnership. In addition, the Partnership shall reimburse the General Partner, once they accrue, any and all reasonable expenses and expenditure incurred for the management, against submission of supporting documents, as well as legal VAT on the remuneration, expenses and expenditure. The Second General Partner shall receive a liability remuneration in an amount equal to 6.5 % per annum of its capital stock of EUR 25,000 plus applicable VAT as the case may be.
5.4 Prior approval by way of a partner resolution shall be required for any and all transactions which are beyond the operative business of the Partnership’s commercial undertaking. Section 164 HGB [German Commercial Code] shall, however, be excluded in all other respects. It is the principal understanding of the contract parties that the operative management of the business on its own responsibility shall be incumbent on the General Partner except as otherwise provided in this Limited Partnership Agreement.
5.5 Fab 36 Holding shall have the sole authority to make any tax elections for the Partnership in respect of the United States (or any state or political subdivision thereof), and to sign and file any necessary documents in this regard that Fab 36 Holding, in its sole discretion, deems appropriate.
MANAGEMENT AND REPRESENTATION. (1) The Managing Director is entitled and required to represent the Company according to the law, the articles of incorporation, and any management rules jointly with the other managing directors and to manage the Company’s businesses. Instructions issued by the shareholders’ meeting shall be followed as long as they do not contradict agreements contained in this Contract.
(2) The Managing Director shall execute the duties incumbent upon him with the care of a prudent and diligent businessman while safeguarding the interests of the company.
(3) The Managing Director shall in particular, but not limited to, be obliged to render additional services as managing director or in other functions, if so requested by Company, for affiliated companies of Company in the meaning of §§ 15ff. AktG (in analogous application) hereinafter referred to as “Group Company”.
MANAGEMENT AND REPRESENTATION. 2.1 The parties shall form a Management Committee (the "Committee") consisting of equal numbers of representatives appointed by PPG and UDC reporting to the President of UDC. The number of representatives appointed by each party shall be not less than one and not more than three. Each party shall designate one representative to be its spokesperson; UDC's spokesperson shall chair the Committee (the "Chair"). The parties agree to cause their respective representatives to comply with all terms and conditions set forth in this Agreement and all applicable laws.
2.2 The Committee shall be a forum for discussing the strategic direction of the Development Program. The Committee shall establish the Statement of Work for the upcoming budget year as specified in Section 10.2 below.
MANAGEMENT AND REPRESENTATION. 8.1. The Partnership will be managed and ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
8.2. The Managing Partner shall ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
8.3. All of the operating expenses of the Partnership Business and paid ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
MANAGEMENT AND REPRESENTATION. We have provided a menu of items which are designed to provide the power the manager needs so as to be able to do ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ .
MANAGEMENT AND REPRESENTATION. In the event of any Joint Invention, each concerned Party will appoint a representative with patent and intellectual property expertise. Such representatives will meet (in person, by telephone or videoconference) upon request by any Party jointly owning such Joint Invention (with each Party responsible for the expenses of its representative) during the term provided for in Article 19.1(e) and the pendency of any patents or patent applications claiming any such Joint Invention, to coordinate, discuss, and review strategies, and allocate responsibilities and Patent Cost sharing, in good faith and according to the legitimate interest, rights, and Respective Territories of the Parties concerned, with respect to filing, prosecuting, maintaining, enforcing and defending patent applications and patents, in the names of the Parties jointly owning such Joint Invention, that claim such Joint Invention, subject to the provisions of Article 12.1(b) and (c).
MANAGEMENT AND REPRESENTATION. 9.1 The Partnership shall at all times be managed by two or more managing Limited Partners (geschäftsführender Kommanditisten) who are members of the MEP Board (“Managing Limited Partners”). Xxxxxx Xxxxx and Xxxxxxxx Xxxxxxx are the Managing Limited Partners as at the effective date of this Partnership Agreement. Subject to Section 9.2, further Managing Limited Partners may be appointed and the appointment of Managing Limited Partners may be rescinded by way of a resolution of the MEP Board. The appointment of any further Managing Limited Partner shall become effective when accpted by the new appointee in writing vis-à-vis the General Partner or a Managing Limited Partner (if any). The revocation of the appointment shall become effective when notified in writing by the General Partner or a Managing Limited Partner (if any) to the relevant Managing Limited Partner.
9.2 Each Managing Limited Partner is entitled to resign at his discretion. The resignation shall be in writing and shall become effective when received by one other Managing Limited Partner (if any) or the General Partner, provided that, if the resignation would otherwise result in the Partnership not having at least one natural person appointed as a Managing Limited Partner, the resignation shall become effective only upon a new Managing Limited Partner, who is a natural person, being properly appointed to replace the resigning Managing Limited Partner. The right to resign for cause with immediate effect shall remain unaffected. A Managing Limited Partner’s appointment as Managing Limited Partner terminates automatically as of the time he/she ceases to be a Limited Partner. If the number of Managing Limited Partners falls below two for any reason, the General Partner shall appoint one or two Managing Limited Partner(s) (as necessary to re-establish two Managing Limited Partners). Such appointments shall become effective if and when the new appointee(s) accept(s) the appointment in writing vis-à-vis the General Partner or the other Managing Limited Partner (if any).
9.3 The Managing Limited Partners shall manage the affairs of the Partnership in accordance with this Partnership Agreement and jointly at their discretion and in accordance with the law and the Partnership’s contractual commitments. Save as otherwise provided in this Partnership Agreement, the General Partner is excluded from managing the Partnership’s affairs.
9.4 The Managing Limited Partners are authorised to represent the Partner...
MANAGEMENT AND REPRESENTATION. 1. The Company shall have one or more managing directors. If only one Managing Director has been appointed, he shall represent the Company alone. If more than one managing director has been appointed, the Company shall be represented jointly by two managing directors or one managing director acting together with a person holding a special statutory authority (Prokurist). The shareholders’ meeting may resolve to grant power of sole representation and/or exemptions from the provisions of Sec. 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) to individual or all managing directors.
2. The managing director Prof. Xx. Xxxxx Xxxxxxx shall be exempted from the provisions of Sec. 181 BGB.
3. The managing directors shall comply with the law, the provisions of this articles of association, the instructions of the shareholders’ meeting and the shareholders’ committee, and any rules of procedure drawn up by the shareholders’ committee. Sec. 90 of the German Stock Corporation Act (Aktiengesetz – AktG) shall apply accordingly with respect to the shareholders’ committee.
MANAGEMENT AND REPRESENTATION. The partners are jointly authorized to manage and represent the company. Each partner is entitled to manage the company alone. He represents the partnership solely in external relations. In the internal relationship, the consent of both partners is required for the subsequent legal acts and transactions: Purchase, sale and encumbrance of land; Conclusion of rental and service contracts of any kind; Conclusion of contracts whose value in individual cases exceeds the amount of 5,000 €; Borrowing of loans, assumption of guarantees; Acceptance of new partners and increase of capital contributions.
MANAGEMENT AND REPRESENTATION. (1) The Company shall be represented by one or more Managing Directors (the “Management”). The Management shall be appointed and dismissed by the Supervisory Board. A Chief Financial Officer (“CFO”) and a Director Business Development as employees of the Company will assist the Management. The Managing Directors, the CFO and the Director Business Development constitute the Management Team (“Management Team”).
(2) The Chairman of the Supervisory Board represents the Company vis-à-vis the Managing Directors, in particular, with regard to their appointment and dismissal as well as the respective conclusion of the service agreements.
(3) If more Managing Directors represent the Company the Supervisory Board may appoint one Managing Director as chairman of the Management.
(4) Ist nur ein Geschäftsführer bestellt, so vertritt er die Gesellschaft allein. Falls mehrere Geschäftsführer bestellt sind, wird die Gesellschaft durch zwei Ge-schäftsführer gemeinsam oder durch einen Geschäftsführer gemeinsam mit einem Prokuristen vertreten. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Xxx Xxx-xxxxxxxxx kann jedoch bestiminen, dass einer oder mehrere oder alle Ge-schäftsführer die Gesellschaft einzeln vertreten können.
(5) Der Aufsichtsrat kann den Geschäfts-führer, mehrere oder alle Geschäfts-führer ganz allgemein oder fiir den Exxxxxxxxx xxx xxx Xxxxxxxxxxxxxx xxx § 000, 0. Alt. und/oder 2. Alt. BGB befreien.
(6) Der Aufsichtsrat gibt der Geschäfts-führung eine Geschäftsordnung.
(7) Die Geschäftsführung bedarf zu den in der Geschäftsordnung des Manage-ments und den durch Beschluss des Aufsichtsrates festgesetzten Gxxxxxx-xxx xxx Xxxxxxxxxx xxx Xxxxxxxxxxx-xxx.
(1) Die von den Gesellschaftern in Ange-legenheiten der Gesellschaft zu tref-fenden Bestimmungen und Entschei-dungen erfolgen durch Beschlussfas-sung in der Gesellschafterversamm-lung mit einfacher Mehrheit der bei der Beschlussfassung abgegebenen Stimmen, soweit nicht der Gxxxxx-schaftsvertrag oder das Gesetz eine andere Mehrheit vorschreiben.
(2) Sofern der Gesellschaftsvertrag keine abweichende Regelung trifft, be-schließt die Gesellschafterversamm-
(4) If only one Managing Director is appointed, he/she shall represent the Company single-handedly. If several Managing Directors are appointed, the Company shall be re...
