Management Committee. 6.1 There shall be constituted a committee to be called the Management Committee with functions as stated herein below.
6.2 Government shall nominate two (2) members representing Government in the Management Committee, whereas each Company constituting the Contractor shall nominate one (1) member each to represent Company in the Management Committee provided that in case the Contractor constitutes only one Company, that Company shall have two (2) members. The Parties shall nominate the members to the Management Committee within thirty (30) days of the Effective Date.
6.3 Each Party may nominate alternate members with full authority to act in the absence and on behalf of the members nominated under Article 6.2 and may, at any time, nominate another member or alternate member to replace any member nominated earlier by notice to other members of the Management Committee.
6.4 One representative of the Government shall be designated as the Chairman of the Management Committee and the second representative of the Government shall be designated as the Deputy Chairman. The member of the Operator, or the member designated by the Operator where Operator has two (2) members in the Management Committee shall be designated as the Secretary of the Committee.
6.5 Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of a single Party constituting the Contractor, then that Party shall submit following matters to the Management Committee for review and it shall have advisory functions:
(a) the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications thereto;
(b) annual work progress and costs incurred thereon;
(c) proposals for surrender or relinquishment of any part of the Contract Area by the Contractor;
(d) proposals for an Appraisal Programme or revisions or additions thereto and the declaration of a Discovery as a Commercial Discovery;
(e) any other matter required by the terms of this Contract to be submitted to it for review or advice; and
(f) any other matter which the Contractor decides to submit for review or advice including matters concerning inter-Party relationships.
6.6 The following matters shall be submitted by Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of single Party constituting the Contractor, then by that Party to the Management Committee for app...
Management Committee. The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:
Management Committee. 5.1 A Management Committee, consisting of one representative of each party, and one or more alternate representatives, shall be constituted and appointed forthwith after the formation of the Joint Venture. The Management Committee shall manage, or supervise the management of, the business and affairs of the Joint Venture and shall exercise all such powers and do all such acts as the Joint Venture may exercise and do. The Management Committee shall meet within 15 days of its constitution and may otherwise meet at such places as it thinks fit for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as the members thereof deem fit. The Chairman of all meetings shall be a representative of the Operator. Matters decided at any meeting of the Management Committee shall be decided by a simple majority of votes with each party's representatives being entitled to cast that number of votes which is equal to that party's Interest, and, in the case of an equality of votes, the dispute shall be referred to arbitration pursuant to article 20. Unless agreed to in writing by the parties hereto, all meetings of the Management Committee shall be held in Vancouver, British Columbia. Any meetings may, if both parties so consent, be held by conference telephone.
5.2 A quorum for any meeting of the Management Committee shall consist of a representative or representatives of a party or parties whose Interests aggregate equal to or in excess of 95%. No business other than the election of a chairman, if any, and the adjournment or termination of the meeting shall be dealt with if a quorum is not present at the commencement of the meeting but the quorum need not be present throughout the meeting. A meeting at which a quorum is not present shall be adjourned to the same time and place one week later at which adjourned meeting a quorum shall be one representative of a party.
5.3 A meeting of the Management Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion bestowed upon the Management Committee in this Agreement.
5.4 No questions submitted to the Management Committee need be seconded and the chairman, if any, of the meeting shall be entitled to submit the questions.
5.5 The decision on any matter evidenced by the consent in writing of the representatives of all parties shall be as valid as if it had been decided at a duly called and held meeting of the Management Committee. Each w...
Management Committee. (a) The affairs of the Company shall be managed by a management committee (the “Management Committee”) composed of one or more managers, who accept appointment by the Members as provided herein (individually referred to as “Manager” and collectively referred to as “Manager” or “Managers”). The number of Managers shall be fixed from time to time by the Members. The Members shall have the right to add or remove and replace the Managers at any time and for any reason. Any vacancy in any Manager position may be filled by the Members or by the Management Committee; and any Manager so chosen shall hold office until (i) removed with or without cause by the Members, (ii) such Manager’s successor shall be duly elected and appointed by the Members or (iii) such Manager’s death, disability or resignation. The initial Management Committee shall be composed of one Manager. The initial Managers of the Company (the “Original Managers”) shall be identified on Exhibit A.
(b) The Management Committee shall manage the affairs of the Company and make all decisions with regard thereto, including but not limited to, the appointment and removal of officers of the Company.
(c) Unless otherwise restricted by the Certificate or this Agreement, any action required or permitted to be taken by the Management Committee may be taken at a meeting pursuant to Section 5.1(d) or without a meeting, if all Managers, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of meetings of the Management Committee. Unless otherwise restricted by the Certificate or this Agreement, the Management Committee may act in lieu of a meeting by means of a unanimous written consent.
(d) The Management Committee may hold meetings, either within or without the State of Delaware, upon not less than one (1) day or more than thirty (30) days, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called or except as such notice may be waived by the Managers. At all meetings of the Management Committee, a majority of all Managers then serving in office shall constitute a quorum for the transaction of business, and the affirmative act of a majority of the Managers present at any Management Committee meeting at which there is a quorum shall be the act of the Management Committee, except as may be otherwise specifically provided by statute or the Certificate. If a quorum shall not be present at any Management ...
Management Committee. The Parties will act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, claim, controversy or disagreement (each a "Dispute") between the Parties or any of their respective subsidiaries, affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby. If the Parties cannot resolve the Dispute within such time frame, the Dispute will be submitted to the Management Committee for resolution. For ten (10) days following submission of the Dispute to the Management Committee, the Management Committee will have the exclusive right to resolve such Dispute; provided further that the Management Committee will have the final and exclusive right to resolve Disputes arising from any provision of the Agreement which expressly or implicitly provides for the Parties to reach mutual agreement as to certain terms. If the Management Committee is unable to amicably resolve the Dispute during the ten-day period, then the Management Committee will consider in good faith the possibility of retaining a third party mediator to facilitate resolution of the Dispute. In the event the Management Committee elects not to retain a mediator, the dispute will be subject to the resolution mechanisms described below. "Management Committee" will mean a committee made up of a senior executive from each of the Parties for the purpose of resolving Disputes under this Section 7 and generally overseeing the relationship between the Parties contemplated by this Agreement. Neither Party will seek, nor will be entitled to seek, binding outside resolution of the Dispute unless and until the Parties have been unable amicably to resolve the Dispute as set forth in this Section 7 and then, only in compliance with the procedures set forth in this Section 7.
Management Committee. The term “
Management Committee. (a) Bluerock and Xxxxxxx hereby establish a management committee (the “Management Committee”). The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her (the “Representatives”) as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent Bluerock; and (ii) Xxxxxxx shall be entitled to designate two (2) Representatives to represent Xxxxxxx. The initial members of the Management Committee are set forth on Exhibit A. Bluerock and Xxxxxxx each represents, warrants and covenants that the Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority to make decisions and vote as a member of the Management Committee, and that such Representatives’ votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Xxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative.
(b) Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a).
(c) The Management Committee shall meet once every quarter (unl...
Management Committee. Decisions or actions taken by the Management Committee in accordance with the provisions of this Agreement shall constitute decisions or actions by the Partnership and shall be binding on each Partner, Representative, Officer and employee of the Partnership. The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:
Management Committee. (a) The overall management and control of the Company shall be exercised by a committee appointed by the Members (the "Management Committee"). For as long as Duke RF and UAE RF each own a 50% Ownership Percentage, the Management Committee shall consist of three individuals appointed by Duke RF and three individuals appointed by UAE RF. Upon the admission of any new Member, the Management Committee shall be reconstituted so that each Member (including the new Member) shall appoint a number of individuals to the Management Committee equal to its Ownership Percentage divided by 162/3, rounded to the nearest whole number, but not less than one. Each representative on the Management Committee shall be a senior officer of the Member (or an Affiliate of such Member) appointing him or her. The representatives on the Management Committee appointed by each Member shall together have a single vote equal to the Ownership Percentage of the Member that appointed such representatives. Any of a Member's representatives may cast such Member's vote on the Management Committee whether one or more of such representatives is present at any meeting of the Management Committee. Each representative on the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed such representative of the Management Committee. If a vacancy occurs on the Management Committee, the Member that appointed such vacating representative shall appoint a successor. Each Member may also designate an alternate who shall be authorized to act in the absence of the representative for whom he or she is an alternate. Each alternate shall also hold office until death, resignation or removal at the pleasure of the appointing Member. The initial representatives and alternates of the Management Committee and their successors shall be appointed by the respective Members by written notice to the other Members. The Management Committee shall be empowered to set policy for, and, to make all decisions on behalf of the Company, subject to the limitations set forth in this Agreement. The Management Committee may delegate such of its authorities and responsibilities to a Member or any other party as the Management Committee may elect. The Management Committee shall appoint such officers as it shall determine appropriate for the Company. Such officers shall hold office until death, resignation or removal, with removal to be at the pleasure of the Management Committ...
Management Committee. A Management Committee comprised of one Representative from each Party shall manage and oversee the overall Development Process and keep the Parties apprised of all material aspects of, and developments in connection with the
