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Common use of Management Committee Clause in Contracts

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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

Appears in 6 contracts

Samples: Production Sharing Contract (Geoglobal Resources Inc), Production Sharing Contract (Geoglobal Resources Inc.), Production Sharing Contract (Geoglobal Resources Inc.)

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 The Management Committee shall nominate comprise of: (a) two (2) members representing Government in representatives of the Management CommitteeGovernment; and (b) two (2) representatives of the Contractor; provided however, whereas each Company constituting if the Contractor comprises of two or more Members then each Member shall nominate have one (1) member each to represent Company in representative on the Management Committee provided that in case the Contractor constitutes only one Company, that Company shall have two (2) membersCommittee. The Parties shall nominate the members to their representatives who would comprise the Management Committee 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 approval: (a) Annual Work Programmes the TAR comprising Part C FDP in particular: (i) estimation of in place volumes and Budgets in respect recoverable reserves; and (ii) initial production profile for the life of Development Operations and Production Operations and any modifications or revisions theretothe Field; (b) proposals annualProgram Quantity i.e. the annual projected production profile for the approval of development plans as may be required under this Contract, or modifications or revisions immediately following three years pursuant to a Development PlanArticle 10.12; (c) determination of a Development Areaarea within the Contract Area to be relinquished; (d) appointment of auditors along Development Area demarcated by the Contractor in accordance with scope of audit, approval and adoption of audited report submitted under Article 25.4.3;this Contract (e) collaboration with licensees or contractors methodology for measurement of other areasPetroleum; (f) claims or settlement abandonment plan/ Site Restoration in accordance with applicable rules/regulations/guidelines of claims for or on behalf of or against the Contractor in excess of limits fixed by Government. 6.6 In addition to the functions under Clause 6.5 above, the Management Committee from time to timeshall monitor the following technical aspects: (a) timelines given for Minimum Work Programmeor Mandatory Work Programme wherever applicable, additional Work Programme and Appraisal Programme; (gb) proposal about abandonment plan/Site Restoration actualproduction levels in accordance with the year on year projections of production as required provided by the Contractor pursuant to be submitted under Article 14.1010; (hc) any other matter required by the terms of this Contract to be submitted for the approval health of the Management CommitteeReservoir (Reservoir performance) for proper and optimal exploitation of reserves; (id) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee timelines for its consideration and reasoned opinionimplementation of FDP. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Secretary to the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter initiate a meeting at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, circulate the agenda for preparation the meeting thirty (30) days prior to such a meeting. The agenda of the minutes of every meeting should contain the action taken report/ point on decisions taken between two meetings, and shall be finalized and circulated in the English language and provision to every member of the Management Committee consultation with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of . 6.8 The quorum for a valid Management Committee meeting shall be finalised by the Management Committee within three (3)presence of at least one nominated member from each Party being present in person or being represented as per Article

Appears in 4 contracts

Samples: Revenue Sharing Contract, Revenue Sharing Contract, Revenue Sharing Contract

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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)eight

Appears in 3 contracts

Samples: Production Sharing Contract, Production Sharing Contract, Production Sharing Contract

Management Committee. 6.1 There Promptly after the Effective Date, the Parties shall form a Management Committee. Strategic decisions of the R&D Collaboration shall be constituted a committee to be called made by the Management Committee with functions as stated herein below. 6.2 Government specified herein. TOTAL and AMYRIS shall nominate two each appoint three (23) 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 and all decisions 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 made by 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 vote of any part of the Contract Area by the Contractor; four (d4) 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management CommitteeCommittee with each member having one (1) vote, except as otherwise expressly provided elsewhere in this Agreement. A quorum of the Management Committee shall meet at least once every six consist of four (64) months during or more members. Any disputes related to the Exploration Period and thereafter at least once decisions or governance of the Management Committee shall be resolved under the dispute resolution provisions of Article 12. The Parties shall alternate selecting the chairperson of the Management Committee on an annual basis with AMYRIS selecting the first chairperson. The Management Committee shall convene every three (3) months or more frequently at the request of any memberas requested by either Party, either in-person, by telephone conference, or video conference. The Secretary, with the approval chairperson of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman Management Committee shall be responsible for processing the final agenda for such meeting scheduling quarterly meetings on no less than forty-five (45) business days’ notice (which notice may be given via electronic email) and the agenda shall include all items of business requested calling non-scheduled meetings, as necessary and agreed to by the members to be includedParties, provided such requests are received by the Secretary at least on no less than ten (10) days prior to the date fixed for the meetingbusiness days’ notice (which notice may be given via electronic email). The Secretary chairperson (or his or her designee) shall forward record the agenda minutes of the meeting and such minutes shall be circulated to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee andwithin two (2) business days following the meeting for review and comment. Thereafter, in their absenceat the next meeting of the Management Committee, any other member representing Government and present such minutes shall preside over the meetings. 6.9 Secretary be considered for approval. All notices to be provided by a Party to the Management Committee shall be responsible, inter alia, for preparation sent to the chairman of the minutes of every meeting in Management Committee. All notices received by the English language and provision to every member chairman of the Management Committee with two (2) copies of shall be distributed to the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the other members of the Management Committee. Each Party shall pay its own expenses related to participation in the Management Committee. The Management Committee shall remain in effect until the expiration of the Term (or for such longer period upon which the Parties agree in writing). The Management Committee shall be responsible for, among other things: (i) Approving or rejecting any Development Project Proposal submitted by the Joint Steering Committee; (ii) Approving or rejecting proposed changes to any Development Project Plan (including the budget included therein and, if applicable, the minutes then-current Commercialization Plan) submitted by the Joint Steering Committee; (iii) Approving or rejecting a recommendation to abandon a Development Project submitted by the Joint Steering Committee (or independently determining to abandon a Development Project); (iv) Determining that the final milestone triggering entry into the production and commercialization phase has been achieved; (v) After reviewing the Commercialization Plan, decide how to use the Commercial Strain and Commercial Compound and how to Make and Sell the applicable Commercial Compound and/or Product, as stipulated in Article 3; (vi) Establishing promptly following the Effective Date and modifying from time to time the reporting obligations of a meeting shall be finalised by the JSC, the Joint Project Team and the Exploratory Team with respect to the activities under this Agreement; and (vii) Carrying out such other duties and responsibilities as are described for it in this Agreement. For clarity, the Management Committee within three (3)shall not have any ability or authority to modify the terms of this Agreement. The Management Committee may decide to abandon a Development Project at any time, whether or not such a recommendation has been made by the Joint Steering Committee.

Appears in 3 contracts

Samples: Technology License, Development, Research and Collaboration Agreement (Amyris, Inc.), Technology License, Development, Research and Collaboration Agreement (Amyris, Inc.), Technology License, Development, Research and Collaboration Agreement (Amyris, Inc.)

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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)the

Appears in 3 contracts

Samples: Production Sharing Agreement, Production Sharing Contract (Geoglobal Resources Inc), Production Sharing Contract (Geoglobal Resources Inc)

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 (2a) 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 Within thirty (30) days of the Original Effective Date. 6.3 Each , the Parties will establish a Management Committee to oversee and manage the collaboration in the Co-Promotion Territory contemplated by this Agreement. The Management Committee will be composed of three representatives appointed and replaced by IDEC and three representatives appointed and replaced by Genentech. All such representatives will be senior officers and/or managers of IDEC or Genentech. Either Party may nominate alternate members with full authority to act in the absence and on behalf replace any or all of the members nominated under Article 6.2 and may, its representatives at any time, nominate another member or alternate member to replace any member nominated earlier by time upon prior written notice to the other members of Party. The Management Committee will meet at least once each calendar quarter, or more frequently, as agreed by the Management Committee. 6.4 One representative of the Government shall be designated , and will operate by consensus, except as the Chairman of expressly set forth herein. If the Management Committee and the second representative of the Government is unable to resolve a dispute regarding any issue presented to it, such dispute shall be designated as the Deputy Chairman. resolved in accordance with Article 17 below. (b) 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 perform the following functions: (i) determine the overall strategy for the collaboration in the manner contemplated by this Agreement, including without limitation, overseeing and determining the strategy for the coordination, development and commercialization of Licensed Products and New Products so as to maximize the Secretary Operating Profits of all Franchise Products; (ii) coordinate the activities of the Committee.Parties hereunder; 6.5 Operator on behalf (iii) establish a governance structure for the collaboration including overseeing the establishment and organization of the Contractor with the approval of one or more Operating Committee, if constituted under the Article 7.4Committees, or other structure to implement this Agreement. The establishment of certain Operating Committees is provided for in case Sections 3.2, 3.3 and 3.4 of this Agreement. Each Operating Committee contemplated by this Agreement shall be subordinate to the Management Committee. If any Operating Committee contemplated by this Agreement is not constituted or continued, any reference to such Committee in this Agreement shall be deemed to be a single Party constituting the Contractor, then that Party shall submit following matters reference to the Management Committee for review and it shall have advisory functions: (a) or such other committees or structures to which the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications theretoManagement Committee may delegate responsibility; (biv) annual work progress and costs incurred thereon; (c) proposals for surrender settle disputes or relinquishment of any part of the Contract Area disagreements that are unresolved 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 Operating Committee unless otherwise indicated in this Contract to be submitted to it for review or adviceAgreement; and (fv) any perform such other matter which functions as appropriate to further 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 purposes 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans this Agreement as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed determined by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinionParties. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

Appears in 2 contracts

Samples: Collaboration Agreement (Genentech Inc), Collaboration Agreement (Idec Pharmaceuticals Corp / De)

Management Committee. 6.1 There shall be constituted 11.1 The Participants will, as soon as is practicable following the Effective Date, establish 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 consisting of one (1) member and one (1) alternate member of each to represent Company Participant. 11.2 Each Participant will designate 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 writing to the Management Committee within thirty (30) days other the names of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence its member 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 11.3 A Participant may from time to time revoke in writing the appointment of the Government shall be designated as the Chairman of its member to 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 appoint in the Management Committee shall be designated as the Secretary of the Committeewriting another in his place. 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as 11.4 A Participant may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) time in writing appoint one alternate member for any other matter required member theretofore appointed by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinionsuch Participant. 6.7 Unless agreed otherwise by all the 11.5 Alternate members may attend meetings of the Management Committee, and in the absence of the member, his alternate member votes or acts, his votes or actions will for all purposes of this Agreement be considered the actions of the Participant whom he represents. 11.6 The Participants will give written notice to each other from time to time as to names, addresses, telephone numbers and facsimile numbers of their respective members and alternates on the Management Committee. 11.7 Meetings of the Management Committee shall meet will be held at least once every six (6) months during such times as the Exploration Period and thereafter at least Management Committee deems appropriate, but in any event not less frequently than once every three (3) months or more frequently at the request of any member. The Secretary, with the approval months. 11.8 A meeting of the ChairmanManagement Committee may take place by means of counterpart resolutions delivered by facsimile, shall convene mail or courier or by means of conference telephones or other communication facilities by which means all Participants or their alternates participating in the meeting can hear each meeting by notifying the members twenty eight (28) days prior to such other. 11.9 The persons participating in a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall accordance with Section 11.8 will be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members deemed to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up present at the meeting by any member with and to have so agreed and will be counted in the unanimous consent of all the members whether present or not present at the meetingquorum therefor and be entitled to speak and vote thereat. 6.8 The Chairman or the Deputy Chairman11.10 Notwithstanding Section 11.7, as may be the case, shall preside over the meetings of the Management Committee andmay be called by Operator or any Participant by giving thirty (30) days’ notice in writing to the other Participants, except that thirty (30) days’ notice will be given in their absencerespect of a meeting to consider a pre-Feasibility Report or Feasibility Report and Production Program, any other member representing Government and present shall preside over unless otherwise agreed to by the meetingsParticipants. 6.9 Secretary to 11.11 Operator’s representative will be designated as the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member chairman of the Management Committee (the “Chairman”). 11.12 Operator will consult freely with the Management Committee and the members thereof, and keep them fully advised of the present and prospective operations and plans and will furnish the Management Committee with quarterly reports relating to the status of the Property together with timely current reports and information on any material results relating to the Property. 11.13 Voting by the Management Committee may be conducted by verbal, written, facsimile or telex ballot. 11.14 Except as hereinafter provided, a quorum of any meeting of the Management Committee will consist of two (2) copies members, two (2) alternate members or any combination consisting of one (1) member or one (1) alternate of each Participant. 11.15 If a quorum is not present within sixty (60) minutes after the time fixed for holding any such meeting, the meeting will be adjourned to the same day in the next week (unless such day is not a business day in which case it will be adjourned to the next business day) at the same time and place. 11.16 At the adjourned meeting the members or alternate members present in person (which may include only one person) will form a quorum and may transact the business for which the meeting was originally convened. 11.17 Decisions of the minutes approved Management Committee will be made by simple majority of the votes cast at meetings. The representative of each Participant in the Management Committee will have such number of votes as equals such party’s Participating Interest at the time of the vote 11.18 All decisions of the Management Committee will be by the Chairman within three (3) Business Days affirmative vote of a majority of the meeting. Unless agreed otherwise votes entitled to be cast by all members. 11.19 In the case where the parties have an equal Interest, or there is an equity of votes which can not be resolved, the representative of the Operator will have the deciding vote of the Management Committee. 11.20 There will be included with a notice of meeting such material and data as may be reasonably required to enable the members of the Management Committee, Committee to determine the minutes position they should take in respect of a meeting shall any vote or election to be finalised by made at such meeting. 11.21 Operator will have the Management Committee within three (3)responsibility of preparing and distributing notices and agendas of meetings and keeping records of the proceedings at such meetings and distributing same to the parties.

Appears in 2 contracts

Samples: Joint Venture Agreement (Journey Resources Corp.), Joint Venture Agreement (Wits Basin Precious Minerals Inc)

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 The Management Committee shall nominate comprise of: (a) two (2) members representing Government representatives of the Government, (b) two (2) representatives of the Contractor where Contractor is the sole Member; or, if the Contractor comprises of two or more Members then each Member shall have one (1) representative 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 their representatives who would comprise the Management Committee Committee, within thirty (30) days of the Effective Date. 6.3 Each Party may shall also 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 (1) of the representatives of the Government shall be designated as the Chairman of the Management Committee and the second representative of the Government Committee. DGH shall be designated as the Deputy ChairmanSecretariat of the Committee. The member designated representative 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 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 the following matters to the Management Committee for review and it shall have advisory functionsits information: (a) the annual Work Programmes and Budgets in respect Information/Details of Exploration Operations and any revisions or modifications thereto;Discovery (b) annual work progress The Technical Assessment Report (TAR) comprising Part A of FDP particularly: (i) estimation of In-place volumes and costs incurred thereonrecoverable reserves; and (ii) initial production profile for the life of the Field; (c) proposals Details of Development Area demarcated by the Contractor in the TAR (Part A of FDP) in accordance with this Contract; (d) Annual Program Quantity i.e. the annual projected production profile for surrender or relinquishment the immediately following three (3) years; (e) Details of any part of the Contract Area relinquished; (f) Methodology for measurement of Petroleum; (g) Audited statement of petroleum production, revenue and computation of Share of Revenue to Government; (h) Timelines for completion of Work Programme, additional work programme and Appraisal Programme; (i) Timelines for implementation of FDP; (j) Actual production levels in accordance with the year on year projections of production as provided by the Contractor; (dk) proposals Report on health of the Reservoir (Reservoir performance) for an Appraisal Programme or revisions or additions thereto proper and the declaration optimal exploitation of a Discovery as a Commercial Discoveryreserves; (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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Secretary to the Management Committee shall meet initiate a meeting at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months Months or more frequently at the request of any memberif required. The Secretary, with Secretary to the approval of Management Committee shall circulate the Chairman, shall convene each agenda for the meeting by notifying the members twenty eight fifteen (2815) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 6.7 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the quorum for a valid Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)presence of at least one nominated member from each Party being present in person or being represented as per Article

Appears in 2 contracts

Samples: Revenue Sharing Contract, Revenue Sharing Contract

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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) Annual work progress and cost incurred thereon; (c) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (cd) determination of a Development Area; (de) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (ef) collaboration with licensees or contractors of other areas; (fg) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (gh) plans for the production of Crude Oil and Natural Gas prior to the date of commencement of Commercial Production; (i) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (hj) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (ik) any other matter which the Contractor decides to submit to it; and (jl) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven nine (79) Business Days days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

Appears in 1 contract

Samples: Production Sharing Contract

Management Committee. 6.1 There shall be constituted a committee to be called the Management Committee with functions as stated herein below. The Management Committee shall consist of six (6) persons nominated by the Parties as follows: Government 3 Operator (on behalf of the Contractor) 3 If the Companies exceed three (3), the number of members on the Committee shall increase proportionately to a maximum of 10 only. 6.2 The Government shall nominate two (2) members representing Government in and 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 Operator may nominate alternate members with full authority to act in the absence and on behalf of the members nominated under Article 6.2 6.1. 6.3 The Government and maythe Operator shall, at any timewithin thirty (30) days of the Effective Date, nominate another member or alternate member to replace any member nominated earlier by notice in writing to the other the names of its representatives and alternates to serve as members of the Management Committee. Such notice shall give the names, titles and addresses of the designated members and alternates. Either the Government or the Operator may change any of its respective members or alternates from time to time by notifying the other in writing not less than ten (10) days in advance of the effective date of such change. 6.4 One representative of the Government shall be designated as the Chairman of the Management Committee and the a second representative of the Government shall be designated as the Deputy Chairman. The member of the Operator, or the A 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 The Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, 7 or in the case of a single Party constituting the Contractor, then that Party shall submit the following matters to the Management Committee for review and it shall have advisory functions: (a) 6.5.1 the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications thereto; (b) 6.5.2 annual work progress and costs incurred thereon; (c) 6.5.3 proposals for surrender or relinquishment of any part of the Contract Area by the Contractor; (d) 6.5.4 proposals for an Appraisal Programme or revisions or additions thereto and the declaration of a Discovery as a Commercial Discovery; (e) 6.5.5 any other matter required by the terms of this Contract to be submitted to it for review or advice; and (f) 6.5.6 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 the Operator on behalf of the Contractor with the approval of the Operating Committee, if constituted under the Article 7.47, or in case of a single Party constituting the Contractor, then by that Party to the Management Committee for approval:approval (other than a Development Plan in respect of which the Management Committee will review and give advice): (a) 6.6.1 Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) 6.6.2 proposals for the approval of development plans Development Plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) 6.6.3 determination of a Development Area; (d) 6.6.4 appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.325.4; (e) 6.6.5 collaboration with licensees or contractors of other areas; (f) 6.6.6 claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal 6.6.7 proposals about abandonment plan/Site Restoration as required and Decommissioning to be submitted under Article 14.1014.12; (h) 6.6.8 any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) 6.6.9 any other matter which the Contractor decides to submit to itit for approval; and (j) 6.6.10 any matter, which matter that the Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once in every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any Any member with the unanimous consent of all the members may take up matters not included in the agenda at the meeting whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing the Government and present shall preside over the meetings. 6.9 The Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

Appears in 1 contract

Samples: Petroleum Resources Agreement

Management Committee. 6.1 There 5.2.1 Newco's board of directors shall appoint a management committee (the "Management Committee") to consist initially of four members, two of whom shall be constituted a committee nominated by Elan and two of whom shall be nominated by Generex, and each of whom shall be entitled to one vote, whether or not present at any Management Committee meeting. Each of Elan and Generex shall be called entitled to remove any of their nominees to the Management Committee with functions as stated herein below. 6.2 Government shall nominate two (2) and appoint a replacement therefor. The number of members representing Government in the Management Committee, whereas each Company constituting the Contractor shall nominate one (1) member each to represent Company in of the Management Committee may be altered if agreed to by a majority of the directors of Newco; provided that in case the Contractor constitutes only one Company, that Company each of Elan and Generex shall have two (2) members. The Parties shall nominate the be entitled to appoint an equal number of members to the Management Committee within thirty Committee; and provided further that if EIS has converted the Series A Preference Stock into shares of Common Stock of Generex (30) days of the Effective Date. 6.3 Each Party may nominate alternate members with full authority except upon such conversion due to act a Significant Transaction as defined in the absence and on behalf Certificate of the members nominated under Article 6.2 and mayDesignations), 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 then the Management Committee shall be designated as the Secretary appointed by each Party in numbers proportional to Generex's and EIS' ownership share in Newco. Decisions of the Management Committee shall require approval of at least one Elan nominee on the Management Committee and one Generex nominee on the Management Committee. 6.5 Operator on behalf ; provided, however, (a) if EIS has converted the Series A Preference Stock into shares of Common Stock of Generex (except upon such conversion due to a Significant Transaction as defined in the Certificate of Designations), then all decisions of the Contractor with the Management Committee shall require approval of Operating Committeea majority of the members of the Management Committee only, if constituted under except as provided in the Article 7.4last sentence of this Clause 5.2; [***]. Notwithstanding anything contained in this Amended JDOA to the contrary, or in case approval of a single Party constituting the Contractor, then that Party shall submit following matters Elan's designee and Generex's designee to the Management Committee shall be required for review and it the matters set forth on Schedule 3. 5.2.2 The Management Committee shall have advisory functionsbe responsible for, inter alia: (a) 5.2.2.1 devising, implementing and reviewing the annual Work Programmes Business Plan and Budgets in respect of Exploration Operations and any revisions or modifications thereto; (b) annual work progress and costs incurred thereon; (c) proposals strategy 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 adviceProject; and (f) any other matter which 5.2.2.2 implementing 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 Business Plan in case of single Party constituting the Contractor, then by that Party relation to the Project. The Management Committee for approval: (a) Annual Work Programmes shall use its reasonable efforts to operate and Budgets fulfill its responsibilities as contemplated hereunder in respect of Development Operations an efficient and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers economical manner. Subject to the Management Committee for its consideration oversight and reasoned opinion. 6.7 Unless agreed otherwise by all the members approval of the Management Committee, the Parties acknowledge that Generex shall be primarily responsible for implementing the preliminary clinical plans with respect to the Project as set forth on Schedule 4, which clinical plans the Parties acknowledge have not been finalized. 5.2.3 If the Management Committee shall meet at least once every six (6) months during cannot resolve any dispute within the Exploration Period and thereafter at least once every three (3) months Management Committee, after [***] or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter other period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved agreed by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes dispute will be referred to a designated senior officer of a meeting shall be finalised by each of Elan and Generex, and thereafter, in the Management Committee within three (3)event of continued deadlock, pursuant to the deadlock provisions set forth in Clause 18. CLAUSE 6

Appears in 1 contract

Samples: Subscription, Joint Development and Operating Agreement (Generex Biotechnology Corp)

Management Committee. 6.1 There Notwithstanding the fact that the Company is a "member-run" limited liability company, except as may otherwise be expressly provided for in this Agreement (including Section 5.2 below), the business and affairs of the Company shall be constituted governed in all respects by a committee (the "Management Committee") composed of four members, two of whom shall be appointed by Futech and two of whom shall be appointed by Magi. The Management Committee shall be responsible for formulating the policies of the Company and authorizing all material decisions regarding its operations, including decisions regarding material capital expenditures and investments (except for the "Major Decisions" identified in Section 5.2 below). There are provisions in this Agreement calling for decisions to be called made by the Management Committee with functions as stated herein below. 6.2 Government shall nominate two Members, and those provisions do not alter the affect of the provisions in this subparagraph (2) members representing Government in a). Except for provisions expressly requiring 100% vote of the Members, the Management Committee, whereas each Company constituting 's decisions shall exclusively be deemed to be 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 decisions of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in Members for all purposes. Wherever this Agreement calls for the absence and on behalf vote or consent of less than all of the members nominated under Article 6.2 and mayMembers, 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 have the Secretary exclusive right to exercise all of the Committee. 6.5 Operator on behalf discretionary authority granted to the Members under the provisions of this Agreement, and shall manage and direct the conduct of the Contractor with Company's day-to-day business affairs. Specifically, but not in limitation of the approval of Operating Committeeforegoing, 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 will be responsible for review all decisions relating to title selection, production management, and it expenditures for published materials, and shall have advisory functions: set Company customer credit policies. Futech hereby appoints Gary Xxx (a"Xoe") 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the Xillxxxx xxx Vincxxx X. Xxxxx xx Futech's initial members of the Management Committee, and Magi hereby appoints Manmxxxx Xxxxx Xxxtia and Amarxxx Xxxxx Xxxtxx xx Magi's initial members of the Management Committee. Each member of the Management Committee shall meet at least once every six (6) months during devote such time to the Exploration Period business and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval affairs of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman Company as shall be responsible for processing the final agenda for necessary or appropriate to properly conduct such meeting business and the agenda shall include all items affairs in accordance with this Agreement and applicable law. It is expressly understood and agreed that no member of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation required to devote that member's entire business time to the business and affairs of the minutes Company. The Management Committee shall be under a fiduciary duty to conduct the affairs of every meeting the Company in the English language and provision to every member best interests of the Management Committee with two (2) copies Company and its Members, including the safe keeping of all Company property and the use thereof for the exclusive benefit of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)Company.

Appears in 1 contract

Samples: Operating Agreement (Futech Interactive Products Inc)

Management Committee. 6.1 There shall be constituted a committee to be called 7.1 Organization and Composition (a) From the Management Committee with functions as stated herein below. 6.2 Government shall nominate two (2) members representing Government Development Implementation Date until the Funding Completion Date and 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 mayevent that, at any timetime after the Funding Completion Date, nominate another member or alternate member to replace any member nominated earlier by notice to other members Rockex has a Participating Interest 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 Operatormore than fifty percent (50%), or the member designated by the Operator where Operator has two (2) members in the Management Committee shall be designated as the Secretary comprised of the Committee. 6.5 Operator on behalf five (5) representatives, two (2) of the Contractor with the approval whom shall be appointed by DIME and three (3) of Operating Committee, if constituted under the Article 7.4, or in case of a single Party constituting the Contractor, then that Party whom 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 theretobe appointed by Rockex; (b) annual work progress in the event that, at any time after the Funding Completion Date, DIME has a Participating Interest of more than fifty percent (50%), the Management Committee shall be comprised of five (5) representatives, three (3) of whom shall be appointed by DIME and costs incurred thereon;two (2) of whom shall be appointed by Rockex; or (c) proposals for surrender or relinquishment in the event that, at any time after the Funding Completion Date, each of any part of DIME and Rockex has a fifty percent (50%) Participating Interest, 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 Management Committee shall be submitted comprised of five (5) representatives, two (2) of whom shall be appointed by Operator DIME and three (3) of whom shall be appointed by Rockex; and one representative of each Participant on the Management Committee shall exercise on behalf of the Contractor with Participant that such representative represents that number of votes equal to the percentage Participating Interest of the Participant which such representative represents (for example, for a Participant holding a 60% Participating Interest, one representative of such Participant shall hold and be able to cast sixty (60) votes and the other representative(s) of that same Participant shall not hold or cast any votes unless doing so in the absence of and in substitution for the first such representative of such Participant); provided, however, until the Project Funding Recovery Date, any Monetary Decisions of the Management Committee shall require the approval of Operating Committee, if constituted under the Article 7.4, or in case at least four (4) members of single Party constituting the Contractor, then by that Party to the Management Committee for approval: (a) Annual Work Programmes the “Special Approval Vote”); and Budgets provided further that, in respect of Development Operations and Production Operations and the event that any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to Monetary Decision is approved by a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval percentage vote of the Management Committee; Participants but is not so approved by a Special Approval Vote of at least four (i4) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee Manager shall meet at least once every six (6) months during have the Exploration Period right, power and thereafter at least once every three (3) months or more frequently at authority, but not the request obligation, to arrange financing for the costs of any member. The Secretaryimplementing such Monetary Decision, with including, without limitation, using the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting Properties and the purpose thereof and shall include in such notice a provisional agenda Project as security for such meetingfinancing. The Chairman shall be responsible for processing For the final agenda for such meeting purposes of this Agreement, including, without limitation, Sections 7.1, 9.7, 10.1, 10.2 and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee10.3 hereof, the minutes of a meeting shall be finalised by following terms have the Management Committee within three (3)following meanings ascribed to them:

Appears in 1 contract

Samples: Option and Joint Venture Agreement

Management Committee. 6.1 There shall be constituted a committee to be called the 10.1 The Management Committee with functions as stated herein below. 6.2 Government for the Property shall nominate two (2) members representing Government consist of a member and an alternate member of each Participant. Each Participant shall designate 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 writing to the Management Committee within thirty (30) days other the names of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence its member 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 10.2 A Participant may from time to time revoke in writing the appointment of its member to the Management Committee and appoint in writing another in his place. A Participant may from time to time in writing appoint one alternate member for any member theretofore appointed by such Participant to the Management Committee. Alternate members may attend meetings of the Government Management Committee, and in the absence of the member, his alternate may vote and otherwise act in the place and stead of a member. Whenever any member or alternate member votes or acts, his votes or actions shall for all purposes of this Agreement be considered the actions of the Participant whom he represents. The Participants shall give written notice to each other from time to time as to names, addresses, telephone numbers and facsimile numbers of their respective members and alternates on the Management Committee. 10.3 Meetings of the Management Committee may take place by means of counterpart resolutions delivered by facsimile, mail or courier or by means of conference telephones or other communication facilities by which means all Participants or their alternates participating in the meeting can hear each other. The persons participating in a meeting in accordance with this subsection shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat. 10.4 Meetings of the Management Committee may be called by the Operator or either Participant by giving ten days’ notice in writing to the others except that 60 days’ notice shall be given in respect of a meeting to consider a pre-Feasibility Report or Feasibility Report and Production Program, unless otherwise agreed to by the Participants. 10.5 The initial chairman of the Management Committee (the “Chairman”) shall be determined by the Participant that is the Operator and thereafter designated as by the Chairman of Participant with the greatest Interest in the Property. 10.6 The Operator shall consult freely with the Management Committee and the second representative members thereof, and keep them fully advised of the Government present and prospective operations and plans and shall furnish the Management Committee with monthly financial statements and reports relating to the status of the Property together with timely current reports and information on any material results relating to the Property. 10.7 Voting by the Management Committee may be conducted by verbal, written, facsimile or electronic ballot. 10.8 Except as hereinafter provided, a quorum of any meeting of the Management Committee shall consist of any combination consisting of one member or one alternate of each Participant. If a quorum is not present within thirty minutes after the time fixed for holding any such meeting, the meeting shall be adjourned to the same day in the next week (unless such day is a non-business day in which case it shall be adjourned to the next following business day thereafter) at the same time and place. At the adjourned meeting the members or alternate members present in person (which may include only one person) shall form a quorum and may transact the business for which the meeting was originally convened. 10.9 One member of the two members appointed by each Participant will be designated as the Deputy Chairmanvoting member. The voting member (or alternate member in the absence of the Operator, or member) of the member designated Management Committee shall have a number of votes equal to the Interest held by the Operator where Operator has two (2) members Participant such member or alternate member represents. 10.10 Except as provided in subsection 10.11 and 10.12, all decisions of the Management Committee shall be designated as by the Secretary affirmative vote of a majority of the Committeevotes entitled to be cast by members. 6.5 Operator 10.11 In the case of an equality of votes on behalf any matter which cannot be resolved, the Chairman shall have a casting vote, and if the Chairman exercises such vote it will be deemed to be a resolution approved by a majority of the Contractor with votes of the Participants, and in all other cases, the matter shall be referred to arbitration pursuant to section 34. 10.12 The following matters shall require the unanimous 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 functionsCommittee: (a) the annual Work Programmes and Budgets acquisition or disposition of an Asset or series of Assets with a fair market value in respect excess of Exploration Operations and any revisions US$1,000,000 or modifications theretoan Asset that the acquisition or disposition of which would substantially change the nature of the business ordinarily conducted by the Joint Venture; (b) annual work progress and costs incurred thereon;the commencement of any litigation on behalf of the Joint Venture seeking damages in excess of US$100,000 or the settlement of any litigation or other dispute involving the Joint Venture for an amount in excess of US$100,000; and (c) proposals for surrender the disposition of all or relinquishment of any part material portion of the Contract Area Property. 10.13 All meetings shall be held at such place in the City of Vancouver, as shall be designated 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 Operator unless otherwise agreed to 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 relationshipsParticipants. 6.6 The following matters 10.14 There shall be submitted by Operator on behalf included with a notice 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 approval: (a) Annual Work Programmes meeting such material and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans data as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as reasonably required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all enable the members of the Management Committee, Committee to determine the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request position they should take in respect of any member. vote or election to be made at such meeting. 10.15 The Secretary, with Operator shall have the approval responsibility of preparing and distributing notices and agendas of meetings and keeping records of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to proceedings at such a meeting (or a shorter period of notice if the members unanimously so agree) of the time meetings and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior distributing same to the date fixed for the meetingParticipants. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by Unless any member with the unanimous consent of all the members whether present or not Participant whose representative was present at the meeting. 6.8 The Chairman or relevant meeting objects by notice in writing delivered to the Deputy ChairmanOperator within 30 days of receipt of minutes of meetings, as may detailing the basis for such objection, the minutes so distributed shall be the case, shall preside over the meetings deemed a conclusive record of the Management Committee proceedings of such meetings. The Participants shall not effect any action based on minutes which are in dispute and, in their absencethe event of any dispute in respect of the minutes, any other member representing Government and present the Participants shall preside over the meetings. 6.9 Secretary to the reconvene a Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision within seven days to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)resolve such dispute.

Appears in 1 contract

Samples: Joint Venture Agreement (Almaden Minerals LTD)

Management Committee. 6.1 There shall be constituted 11.1 The Participants will, as soon as is practicable following the Effective Date, establish 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 consisting of one (1) member and one (1) alternate member of each to represent Company Participant. 11.2 Each Participant will designate 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 writing to the Management Committee within thirty (30) days other the names of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence its member 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 11.3 A Participant may from time to time revoke in writing the appointment of the Government shall be designated as the Chairman of its member to 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 appoint in the Management Committee shall be designated as the Secretary of the Committeewriting another in his place. 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as 11.4 A Participant may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) time in writing appoint one alternate member for any other matter required member theretofore appointed by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinionsuch Participant. 6.7 Unless agreed otherwise by all the 11.5 Alternate members may attend meetings of the Management Committee, and in the absence of the member, his alternate member votes or acts, his votes or actions will for all purposes of this Agreement be considered the actions of the Participant whom he represents. 11.6 The Participants will give written notice to each other from time to time as to names, addresses, telephone numbers and facsimile numbers of their respective members and alternates on the Management Committee. 11.7 Meetings of the Management Committee shall meet will be held at least once every six (6) months during such times as the Exploration Period and thereafter at least Management Committee deems appropriate, but in any event not less frequently than once every three (3) months or more frequently at the request of any member. The Secretary, with the approval months. 11.8 A meeting of the ChairmanManagement Committee may take place by means of counterpart resolutions delivered by facsimile, shall convene mail or courier or by means of conference telephones or other communication facilities by which means all Participants or their alternates participating in the meeting can hear each meeting by notifying the members twenty eight (28) days prior to such other. 11.9 The persons participating in a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall accordance with §11.8 will be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members deemed to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up present at the meeting by any member with and to have so agreed and will be counted in the unanimous consent of all the members whether present or not present at the meetingquorum therefor and be entitled to speak and vote thereat. 6.8 The Chairman or the Deputy Chairman11.10 Notwithstanding §11.7, as may be the case, shall preside over the meetings of the Management Committee andmay be called by Operator or any Participant by giving thirty (30) days’ notice in writing to the other Participants, except that thirty (30) days’ notice will be given in their absencerespect of a meeting to consider a pre-Feasibility Report or Feasibility Report and Production Program based thereon, any other member representing Government and present shall preside over unless otherwise agreed to by the meetingsParticipants. 6.9 Secretary to 11.11 Operator’s representative will be designated as the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member chairman of the Management Committee (the “Chairman”). 11.12 Operator will consult freely with the Management Committee and the members thereof, and keep them fully advised of the present and prospective operations and plans and will furnish the Management Committee with quarterly reports relating to the status of the Property together with timely current reports and information on any material results relating to the Property. 11.13 Voting by the Management Committee may be conducted by verbal, written, facsimile or telex ballot. 11.14 Except as hereinafter provided, a quorum of any meeting of the Management Committee will consist of two (2) copies members, two (2) alternate members or any combination consisting of one (1) member or one (1) alternate of each Participant. 11.15 If a quorum is not present within sixty (60) minutes after the time fixed for holding any such meeting, the meeting will be adjourned to the same day in the next week (unless such day is not a business day in which case it will be adjourned to the next business day) at the same time and place. 11.16 At the adjourned meeting the members or alternate members present in person (which may include only one person) will form a quorum and may transact the business for which the meeting was originally convened. 11.17 Decisions of the minutes approved Management Committee will be made by simple majority of the votes cast at meetings. The representative of each Participant in the Management Committee will have such number of votes as equals such party’s Participating Interest at the time of the vote. 11.18 All decisions of the Management Committee will be by the Chairman within three (3) Business Days affirmative vote of a majority of the meeting. Unless agreed otherwise votes entitled to be cast by all members. 11.19 In the case where the parties have an equal Interest, or there is an equity of votes which can not be resolved, the representative of the Operator will have the deciding vote of the Management Committee. 11.20 There will be included with a notice of meeting such material and data as may be reasonably required to enable the members of the Management Committee, Committee to determine the minutes position they should take in respect of a meeting shall any vote or election to be finalised by made at such meeting. 11.21 Operator will have the Management Committee within three (3)responsibility of preparing and distributing notices and agendas of meetings and keeping records of the proceedings at such meetings and distributing same to the parties.

Appears in 1 contract

Samples: Option and Joint Venture Agreement (Journey Resources Corp.)

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) To provide for 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 management of the Contract Area by Venture, the Contractor; General Partners hereby establish a management committee (d) proposals for an Appraisal Programme or revisions or additions thereto the "Management Committee"). Except as reserved to the General Partners in this Agreement, the business and affairs of 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 Venture shall be submitted by Operator on behalf of the Contractor with the approval of Operating Committee, if constituted managed under the Article 7.4, or in case of single Party constituting the Contractor, then by that Party to the Management Committee for approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members direction of the Management Committee, and the Management Committee shall meet at least once every six (6) months during have all power and authority to manage, and direct the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting management and the purpose thereof business and shall include affairs of, the Venture. Any power not specifically delineated in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested this Agreement, or delegated by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee andpursuant to a policy of delegation adopted by the Management Committee, shall remain with the Management Committee. Approval by or action taken by the Management Committee in accordance with the Agreement shall constitute approval or action by the Venture and shall be binding on the General Partners. The Management Committee shall manage the Venture in a manner consistent with maximizing the long-term value of the Venture. (b) The Management Committee shall initially consist of four members, two of whom shall be appointed by D&E and two of whom shall be appointed by Omnipoint (the "Partner Members"). At any time, D&E shall have the power to remove (with or without cause), the Partner Members appointed by D&E, and Omnipoint shall have the power to remove (with or without cause) the Partner Members appointed by Omnipoint, in their absenceeither case, any by delivering written notice of such removal to the Venture and the other member representing Government and present shall preside over the meetingsGeneral Partner. 6.9 Secretary (c) In the event of a deadlock among the Partner Members that is not resolved within 30 days, a fifth member (the "Neutral Member") shall be appointed to the Management Committee (the Neutral Member and the Partner Members are hereinafter collectively and individually sometimes referred to as "Members"). The Neutral Member shall be responsible, inter alia, for preparation independent of any Partner and shall be appointed upon a unanimous vote of the minutes Partner Members, provided however, that if the Venture Members do not agree on the appointment of every meeting the Neutral Member within 60 days after the deadlock arises, the D&E Partner Members and the Omnipoint Partner Members shall each appoint a third party respectively, and such third parties shall select the Neutral Member. The Neutral Member may be removed (with or without cause) by a unanimous vote of the Partner Members. (d) In the event of an adjustment of the Partners' Percentage Interests pursuant to Section 5.3 resulting in either D&E and its Affiliated Partner(s) or Omnipoint and its Affiliated Partner(s) having an aggregate Percentage Interest of 60 percent or greater, D&E or the Omnipoint, as the case may be, shall have the right to appoint a third Partner Member to replace the Neutral Member on the Management Committee, and the provisions of this Agreement relating to the Neutral Member shall be of no further force or effect so long as the aggregate Percentage Interest of D&E and its Affiliated Partner(s) or Omnipoint and its Affiliated Partners, as the case may be, continues to be 60 percent or greater. (e) Each Member will have a fiduciary responsibility to act in good faith on behalf and in the English language and provision to every member best interests of the Management Committee with Venture. Each Member shall serve for a term of two (2) copies years, which may be renewed for successive terms, or until: (i) in the case of the minutes approved Partner Members, such Member's successor is designated by the Chairman within three General Partner that appointed such Member; (3ii) Business Days in the case of the meetingNeutral Member, the Partner Members unanimously appoint such Neutral Member's successor; or (iii) such Member's earlier resignation, removal, death, or inability to serve. Unless agreed otherwise Any Member may resign at any time upon written notice to the Venture and the General Partners. Vacancies among the Partner Members shall be filled by all the members General Partner that appointed the Partner Member previously holding the position which is then vacant. Any vacancy in the position of the Management CommitteeNeutral Member shall be filled by a unanimous vote of the Partner Members, provided however, that if the Venture Members do not agree on the appointment of a Neutral Member within 30 days after the vacancy arises, the minutes D&E Partner Members and the Omnipoint Partner Members shall each appoint a third party respectively, and such third parties shall select the Neutral Member. Appointment of a meeting Member shall be finalised effective upon receipt of notice by the Management Committee within three (3)Venture and the General Partner(s) from the General Partner or Partner Members taking such action.

Appears in 1 contract

Samples: Limited Partnership Agreement (D&e Communications Inc)

Management Committee. 6.1 There 5.2.1 Newco's board of directors shall appoint a management committee (the "Management Committee") to consist initially of four members, two of whom shall be constituted a committee nominated by Elan and two of whom shall be nominated by Generex, and each of whom shall be entitled to one vote, whether or not present at any Management Committee meeting. Each of Elan and Generex shall be called entitled to remove any of their nominees to the Management Committee with functions as stated herein below. 6.2 Government shall nominate two (2) and appoint a replacement therefor. The number of members representing Government in the Management Committee, whereas each Company constituting the Contractor shall nominate one (1) member each to represent Company in of the Management Committee may be altered if agreed to by a majority of the directors of Newco; provided that in case the Contractor constitutes only one Company, that Company each of Elan and Generex shall have two (2) members. The Parties shall nominate the be entitled to appoint an equal number of members to the Management Committee within thirty Committee; and provided further that if EIS has converted the Series A Preference Stock into shares of Common Stock of Generex (30) days of the Effective Date. 6.3 Each Party may nominate alternate members with full authority except upon such conversion due to act a Significant Transaction as defined in the absence and on behalf Certificate of the members nominated under Article 6.2 and mayDesignations), 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 then the Management Committee shall be designated as the Secretary appointed by each Party in numbers proportional to Generex's and EIS' ownership share in Newco. Decisions of the Management Committee shall require approval of at least one Elan nominee on the Management Committee and one Generex nominee on the Management Committee. 6.5 Operator on behalf ; provided, however, (a) if EIS has converted the Series A Preference Stock into shares of Common Stock of Generex (except upon such conversion due to a Significant Transaction as defined in the Certificate of Designations), then all decisions of the Contractor with the Management Committee shall require approval of Operating Committeea majority of the members of the Management Committee only, if constituted except as provided in the last sentence of this Clause 5.2; and provided further that (b) a party may proceed under Clause 6.4 notwithstanding the Article 7.4failure to obtain Management Committee approval. Notwithstanding anything contained in this Amended JDOA to the contrary, or in case approval of a single Party constituting the Contractor, then that Party shall submit following matters Elan's designee and Generex's designee to the Management Committee shall be required for review and it the matters set forth on Schedule 3. 5.2.2 The Management Committee shall have advisory functionsbe responsible for, inter alia: (a) 5.2.2.1 devising, implementing and reviewing the annual Work Programmes Business Plan and Budgets in respect of Exploration Operations and any revisions or modifications thereto; (b) annual work progress and costs incurred thereon; (c) proposals strategy 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 adviceProject; and (f) any other matter which 5.2.2.2 implementing 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 Business Plan in case of single Party constituting the Contractor, then by that Party relation to the Project. The Management Committee for approval: (a) Annual Work Programmes shall use its reasonable efforts to operate and Budgets fulfill its responsibilities as contemplated hereunder in respect of Development Operations an efficient and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers economical manner. Subject to the Management Committee for its consideration oversight and reasoned opinion. 6.7 Unless agreed otherwise by all the members approval of the Management Committee, the Parties acknowledge that Generex shall be primarily responsible for implementing the preliminary clinical plans with respect to the Project as set forth on Schedule 4, which clinical plans the Parties acknowledge have not been finalized. 5.2.3 If the Management Committee shall meet at least once every six (6) months during cannot resolve any dispute within the Exploration Period and thereafter at least once every three (3) months Management Committee, after 15 days or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter other period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved agreed by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes dispute will be referred to a designated senior officer of a meeting shall be finalised by each of Elan and Generex, and thereafter, in the Management Committee within three (3)event of continued deadlock, pursuant to the deadlock provisions set forth in Clause 18.

Appears in 1 contract

Samples: Subscription, Joint Development and Operating Agreement (Generex Biotechnology Corp)

Management Committee. 6.1 There a) Article XVII shaxx xxve the following wording: 17.1. The management of Joint Activity shall be constituted a committee conducted pursuant to be called the Provisions of this Agreement and on the basis of decisions adopted jointly by the Participants through the Management Committee with functions as stated herein belowwhich was created and is currently operating hereunder. 6.2 Government 17.2. At the initial stage of Joint Activity which comes to an end on the Day of Fixing the Participating Interest, the Management Committee shall nominate two consist of the representatives of all the Participants (2) members representing Government up to 3 persons from each Participant). In voting the decisions each Participant shall have one vote in the Management Committee. During the next period following the Day of Fixing the Participating Interest, whereas the Management Committee shall consist of the representatives of all the Majority Participants (up to 3 persons from each Company constituting Majority Participant). In voting the Contractor decisions each Majority Participant shall nominate have one (1) member each to represent Company vote in the Management Committee provided that in case the Contractor constitutes only one CompanyCommittee. The other Participants which were not qualified as Majority Participants, that Company shall have two (2) members. The Parties shall nominate the members right to send their observers with no voting rights 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 meetings of the Management Committee. 6.4 One representative 17.3. Each Participant having voting rights in the Management Committee shall designate an Authorized Person selected from among his representatives. Authorized Persons shall have the right to exercise his appointing Participant's vote and to vote on issues connected with the implementation of this Agreement. Authorized Persons shall have the right to sign on behalf of such Participant the decisions adopted by the Management Committee. 17.4. Meetings of the Government Management Committee shall be designated as deemed legitimate (competent) if Authorized Persons of all the Participants are present. However, if due to the absence of the Authorized Person of one of the Participants a meeting of the Management Committee failed to be held on three subsequent occasions over 45 days, then provided that not less than 7 days notice of each meeting has been given to all Participants the next meeting shall be deemed legitimate in the absence of the Authorized Person of this Participant. Decisions properly adopted by the Management Committee shall be deemed common decisions of the Participants. Decisions on all issues (except for cases specified in Clause 17.12 hereof) shall be deemed adopted if adopted unanimously by the Participants. 17.5. Decisions adopted by the Management Committee shall be signed by the Authorized Persons on behalf of each Participant having voting rights. 17.6. Should the composition of the Participants to the Agreement change, the composition of the members of the Management Committee shall be changed so that each Majority Participant has representation on the Management Committee and a vote on decisions. 17.7. The Participants shall elect the Chairman of the Management Committee for a period of one year. The Management Committee shall be chaired on a rotation basis with the interval of one year by representatives of each of the Majority Participants. The first chairman shall be elected from the representatives of Participant 1. If on the Day of Fixing the Participating Interest Participants 2 and 3 have Actual Participating Interests permitting to qualify them as Majority Participants, the election of the Chairman of the Management Committee will proceed as follows: the second chairman shall be elected from the representatives of Participant _, and the second representative of the Government third chairman shall be designated as elected from the Deputy Chairmanrepresentatives of Participant _. The member Chairman 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 obligation to the Management Committee for review organize 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over chair the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over to control the meetingsimplementation of decisions adopted by the Committee. 6.9 Secretary to 17.8. Meetings of the Management Committee shall be responsibleheld once a quarter. Not less than 21 days' notice shall be given of each meeting and all papers, inter aliatogether with an agenda will be distributed not less than 7 days in advance. Extraordinary meetings may be convoked at the request of any Participant, for preparation Executive Director or First Associate Executive Director of Joint Activity. 17.9. The Management Committee shall adopt decisions on the following issues of Joint Activity: - approval of regulations on the executive body which will secure the administering of common affairs (Executive Directorate of Joint Activity); - appointment of senior officers of the minutes executive body: Executive Director of every meeting Joint Activity, First Associate Executive Director and Chief Accountant); - approval of procedures of the utilization of Joint Property, including the provisions for the sale of production and services; - approval of Programs and Budgets of Joint Activity; - reinvestment in Joint Activity of funds attributable to the English language Partners as a result of undertaking the JIPA; - approval of draft agreements having principal significance for pursuing Joint Activity. The Management Committee shall adopt a special decision stipulating the procedure and provision the cases where the Executive Directorate shall be under the obligation to every member seek a consent of the Management Committee with two respect to some categories of agreements; - adoption of any decisions on issues which were regulated earlier by the provisions of this Agreement (2concerning the organization of Joint Activity, administering of Common Affairs, distribution of profit etc.) copies and which will entail the amendment of such provisions. Decisions of the minutes approved Management Committee concerning the approval of provisions regulating the administering of Joint Activity, the procedures for the use of property, Programs and Budgets of Joint Activity, reinvestment of funds as well as on issues which were previously regulated by this Agreement, shall be deemed Annexes hereto;. - such other matters as any Participant considers appropriate from time to time. 17.10. Procedures for the Chairman within three (3) Business Days creation and functioning of the meeting. Unless agreed otherwise Management Committee shall be addressed in more detail in the regulations on management bodies which will be approved by all the members Participants. 17.11. The Executive Director of Joint Activity, First Associate Executive Director and Chief Accountant shall be deemed validly appointed if: a) during the initial period of Joint Activity which comes to an end on the Day of Fixing the Participating Interest, 100% of the Participants' votes were in favour of appointing each one of them; b) during the next period of Joint Activity following the Day of Fixing the Participating Interest, 100% of the Majority Participants' votes were in favour of appointing each one of them. The Participants (in the case a) and Majority Participants (in the case b) have the right to suggest the candidacies of the Executive Director, First Associate Executive Director and Chief Accountant. In the case a) and in the case b) provided that Participants 2 and 3 fulfil the requirements permitting to qualify them as Majority Participants, the suggestion of the above mentioned candidacies shall proceed as follows: the candidacy of the Executive Director will be suggested by Participant 3, the candidacy of the First Associate Executive Director will be suggested by Participant 2, and the candidacy of the Chief Accountant will be suggested by Participant 1. 17.12. The resignation (or dismissal) of the Executive Director, First Associate Executive Director and/or Chief Accountant shall take place if, in accordance with a resolution to remove such member of the Executive Directorate he does not secure the unanimous approval of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3).

Appears in 1 contract

Samples: Amendments of and Additions to the Agreement No 01 of March 20, 1998 on Joint Investment Production Activity for Development and Further Exploration of the Bugruvativsk Field Without Creation of a Legal Entity (Canargo Energy Corp)

Management Committee. 6.1 There 8.1 A Management Committee 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 established within thirty (30) days following the Effective Date for the purpose of providing orderly direction of all matters pertaining to the Petroleum Operations and Work Program. Within such period each of the Effective Date. 6.3 Each GOVERNMENT and the CONTRACTOR shall by written notice nominate its respective members of the Management Committee and their deputies. The Management Committee shall comprise an equal number of members designated by each Party: two (2) members designated by the GOVERNMENT and two (2) members designated by the CONTRACTOR. Upon ten (10) days notice, each Party may nominate alternate members with full authority to act in the absence and on behalf substitute any 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 its 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 chairman 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 one of the Committee. 6.5 Operator on behalf members designated by the GOVERNMENT (the “Chairman”). The vice- chairman 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 be one of the members designated by the CONTRACTOR (the “Vice-Chairman”). In the absence of the Chairman, the Vice-Chairman shall chair the meeting. Each Party shall have advisory functionsthe right to invite a reasonable number of observers as deemed necessary to attend the meetings of the Management Committee in a non-voting capacity. 8.2 The Management Committee shall review, deliberate, decide and give advice, suggestions and recommendations to the Parties regarding the following subject matters: (a) the annual Work Programmes Programs and Budgets in respect of Exploration Operations and any revisions or modifications theretoBudgets; (b) annual work progress and costs incurred thereonthe CONTRACTOR's activity reports; (c) proposals for surrender or relinquishment of any part of the Contract Area production levels submitted by the ContractorCONTRACTOR, based on generally accepted practice in the international petroleum industry; (d) proposals for an Appraisal Programme or revisions or additions thereto and the declaration accounts of a Discovery as a Commercial DiscoveryPetroleum Costs; (e) any other matter required procurement procedures for potential Subcontractors, with an estimated sub- contract value in excess of [ ] Dollars ($[ ]), submitted 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 CONTRACTOR in accordance 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas19.3; (f) claims or settlement of claims Development Plan and Budget for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to timeeach Petroleum Field; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10any matter having a material adverse affect on Petroleum Operations; (h) any other subject matter of a material nature that the Parties are willing to consider. 8.3 Each Party shall have one (1) vote in the Management Committee. The Management Committee cannot validly deliberate unless each Party is represented by at least one (1) of its members or its deputy. The Management Committee shall attempt to reach unanimous agreement on any subject matter being submitted. In the event the Management Committee cannot reach unanimous agreement, a second meeting shall be held within fourteen (14) days to discuss the same subject matter and attempt to reach a unanimous decision. Except as provided for in Article 8.4 and Article 8.5, in the event that no agreement is reached at the second meeting, the Chairman shall have the tie-breaking vote. 8.4 In the event that, during the Exploration Period, no agreement is reached at the second meeting of the Management Committee, as provided for in Article 8.3, or unanimous approval is not obtained, as required pursuant to Article 8.5, the proposal made by the terms CONTRACTOR shall be deemed adopted by the Management Committee. 8.5 Notwithstanding the provisions of this Contract to be submitted for the Article 8.3, unanimous approval of the Management Committee shall be required for: (a) approval of, and any material revision to, any Exploration Work Program and Budget prepared after the first Commercial Discovery in the Production Area relating to such Commercial Discovery (unless such Exploration Work Program and Budget has been deemed approved by the Management Committee in accordance with Article 11.4); (b) approval of, and any material revision to, the Development Plan, the production schedule, lifting schedule and Development and Production Work Programs and Budgets; (c) establishment of rules of procedure for the Management Committee; (id) approval of, and any other matter which the Contractor decides to submit to it; and (j) any mattermaterial revision to, which Government refers to the Management Committee procurement procedures for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committeegoods and/or services, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested submitted by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included CONTRACTOR in the agenda may be taken up at the meeting by any member accordance with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)Article

Appears in 1 contract

Samples: Production Sharing Contract

Management Committee. 6.1 5.1 There shall be constituted is hereby established a committee to be called the Management Committee with functions which shall consist of one representative appointed by each of the Parties. The Management Committee shall have overall supervision, direction and control of all Joint Operations. Each Party shall as stated herein below. 6.2 Government shall nominate two (2) members representing Government in soon as possible after the date hereof give notice of the name of its representative and of an alternative on 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 Such representative or alternative may be replaced by like notice. Such representative may bring to the Management Committee within thirty (30) days of meetings such advisers as he considers necessary. The representative or in his absence his alternative shall be deemed authorised to represent and to bind the Effective DateParty which has appointed him. 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 5.2 The Operator's representative or alternate member to replace any member nominated earlier by notice to other members alternative shall be chairman of the Management Committee. 6.4 One representative of the Government 5.3 Management Committee meetings 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at held upon the request of any memberParty. The Secretary, with the approval of the Chairman, Operator shall convene call each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary giving at least ten (10) days prior Working Days' notice of the place, time and date of the meeting together with an agenda therefor. By notice any Party may advise of any additional matters which such Party desires to be considered at the meeting and provided such notice is given at least three (3) Working Days before the date fixed of the meeting those matters shall be included in the agenda for consideration at the meeting. The Secretary shall forward periods of notice referred to in this clause 5.3 may be waived with the consent of all Parties. 5.4 A Party not represented at a meeting may vote on any matter on the agenda for such meeting by either appointing a proxy in writing or giving notice of its vote to the members at least Operator. 5.5 The Operator shall appoint a secretary for each meeting of the Management Committee who will prepare minutes of each meeting and provide each Party with a copy thereof within ten (10) Working Days of the date of the meeting. Each Party shall notify the other Parties of its approval or disapproval of the minutes within seven (7) Business Working Days prior of receipt thereof. Any disagreement shall if possible be rectified and failing this any disapproval shall be recorded on such minutes. A Party which fails to give any notice will be deemed to have approved the date fixed for minutes. The approval or disapproval of the meeting. Matters minutes as aforesaid shall not included in affect the agenda may be validity of decisions taken up by the Management Committee at the meeting by any member with the unanimous consent of all the members whether present or not present at the such meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings 5.6 All decisions of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved made by the Chairman within affirmative vote of three (3) Business or more non-Affiliated Parties having in aggregate a Percentage Interest of in excess of seventy per cent (70%). 5.7 The Management Committee may vote on and determine by notice to the Operator any proposal which is submitted to the Parties by the Operator by notice. Each Party shall cast its vote within ten (10) Working Days after its receipt of the meeting. Unless agreed otherwise by all proposal except where circumstances dictate determination in less than ten (10) Working Days and such fact and lesser period (which shall not be less than forty-eight (48) hours) are so stated in the members notice submitting the proposal, in which event each of the Management Committee, Parties shall cast its vote within such lesser period. Failure by a Party to cast its vote within the minutes of a meeting relevant period shall be finalised regarded as a vote by that Party against the proposal. The Operator will give prompt notice of the results of any such voting. 5.8 The Management Committee may establish such advisory sub-committees as it considers desirable. Each such advisory sub-committee shall be subject to such procedures as the Management Committee within three (3)may determine.

Appears in 1 contract

Samples: Joint Evaluation and Licence Application Agreement (Evergreen Resources Inc)

Management Committee. 6.1 There 7.1 The Parties hereby establish the Committee whereby management of JV Activities is vested. 7.2 Exclusive management, direction, guidance, policy-making authority and control of JV Activities and other matters affecting the Permit and the Joint Venture 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 vested wholly and irrevocably 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 7.3 The Committee is authorized to make all decisions on the nature and extent of and the management of JV Activities including varying or vetoing any decision, commitment or other action of the Operator and directing the Operator on behalf the management and conduct of JV Activities. All decisions of the Contractor with Committee shall be binding on the approval Parties. 7.4 The Committee may constitute and appoint and charge sub-committees consisting of Operating Committee, if constituted under Operator's personnel and any of the Article 7.4, or in case personnel of a single Party constituting the Contractor, then that Party shall submit following matters Parties for the purposes of studying and reviewing certain issues and reporting on same to the Management Committee for review and it shall have advisory functions:Committee. 7.5 The following provisions shall, subject to Article-4.2, apply to the Committee: (a) the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications thereto; each Party shall be entitled to appoint one member; (b) annual work progress each Party may remove any member appointed by it and costs incurred thereon; appoint another. Notice of any appointment or removal shall be given to the other Parties; (c) proposals each member may have an alternate to act for surrender or relinquishment of any part it. An alternate shall be deemed a member of the Contract Area by the Contractor; Committee and shall be appointed and removed in terms of this clause; (d) proposals a quorum for an Appraisal Programme or revisions or additions thereto a meeting shall be constituted when the Parties present at the meeting and the declaration Parties which are not present but which have, in accordance with paragraph (h), given notice that they intend to vote by facsimile have aggregate Percentage Interests sufficient to pass at least a Majority Vote, and in the event the agenda of such meeting requires resolution of an issue so requiring then at least a Discovery as Special Majority Vote or a Commercial Discovery; Unanimous Vote; (e) the representative of the Party holding the largest Percentage Interest hereunder shall act as Chairman; if any other matter required by Chairman shall be unable or unwilling to attend Committee meetings, the terms of this Contract to be submitted to it for review Party or adviceParties which nominated the Chairman shall fill the vacancy; and (f) any other matter which the Contractor decides to submit for review or advice including matters concerning inter-voting power of each Party relationships. 6.6 The following matters shall be submitted by Operator on behalf in proportion to the Percentage Interest of that Party at the date 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; meeting; (g) proposal about abandonment plan/Site Restoration each Party shall cast its votes as required a block vote proportionate to be submitted under Article 14.10; the Party's Percentage Interest and exercisable by one member representing each Party; (h) any other matter required by the terms of this Contract if a Party is unable to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matterrepresented in person at a meeting, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda that Party may be taken up vote at the meeting by any member with the unanimous consent of all the members whether present letter or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary facsimile either prior to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days scheduled commencement of the meeting. Unless agreed otherwise , or after that time if that Party advises the Operator's representative by telephone before votes are taken of its intention to cast a written vote and if the vote is actually received by the Operator before votes are taken; (i) at all Committee meetings, a member shall act solely as the members representative of the Management Committee, the minutes of Party which appointed him and shall have full power and authority to represent and bind that Party; (j) Committee meetings shall be held at least twice per year and any Party may convene a meeting shall at any other time by notice stating the matter to be finalised by considered in accordance with the Management Committee within three (3)procedure outlined in this section;

Appears in 1 contract

Samples: Joint Operating Agreement (Geopetro Resources Co)

Management Committee. 6.1 There The Management Committee of the NAC shall govern the NAC and shall exercise all of the usual and customary duties of managers. The Management Committee of the NAC shall consist of four (4) persons who shall be constituted a committee to elected at each annual meeting of the Members (an annual meeting shall be called held simultaneously with the execution of this Agreement, and, subsequent thereto, shall be held on the second Monday of each December commencing in 2006, at the offices of the NAC, unless the Management Committee with functions shall determine otherwise) to serve until the next annual meeting of the Members and until their successors are elected in their stead. Two (2) members of the four-member Management Committee shall be the Chairman and the President of DNPC (unless one person shall simultaneously hold both offices of DNPC, in which case the two DNPC Management Committee members shall be the Chairman of DNPC and such other senior officer of DNPC as stated herein below. 6.2 Government the Chairman of DNPC shall nominate designate) and the other two (2) members representing Government shall be the Chairman and the President of K-T, LLC (unless one person shall simultaneously hold both offices of K-T, LLC, in which case the two K-T, LLC Management Committee members shall be the Chairman of K-T, LLC and such other senior officer of K-T, LLC as the Chairman of K-T, LLC shall designate). The parties agree to vote their membership interests in the NAC to elect the Management Committee members so specified. The parties further agree that at the first annual meeting of Members following the effective date of this Amendment and Restatement and at each annual Members meeting thereafter held to elect Management Committee members, this same procedure for electing Management Committee members shall be followed. If the four-member Management Committee shall become deadlocked with respect to any matter to be acted upon by it, and if after negotiating reasonably and in good faith for a period of not more than five (5) business days (or such longer period as the parties may mutually agree upon) the parties are unable to resolve such deadlock, the President of the NAC shall be empowered to break such deadlock, provided such deadlock does not relate to a Reserved Matter (as hereinafter defined). If the President is called upon to break such a deadlock, he or she shall be bound to apply all the provisions of this Agreement and shall specifically be bound by its Preamble. If such deadlock relates to a Reserved Matter, such deadlock shall be resolved in the manner specified in Section 26 hereof. For the purposes of this Agreement, Reserved Matters shall include the exercise of any material right of either or both of the parties including but not limited to: (a) declaring or otherwise causing a distribution to either party of any of the earnings or other assets of the NAC, except as otherwise expressly provided in this Agreement; (b) approving or amending the NAC’s Annual Plan (as hereinafter defined); (c) changing the financial accounting or tax principles utilized by the NAC, except as otherwise required by law or governmental authority; (d) committing or causing the NAC to make aggregate capital expenditures in any fiscal year exceeding by $250,000 such amounts as are specified therefor in the capital budget section of the then applicable NAC Annual Plan; (e) except in the ordinary course of the NAC’s business, committing or causing NAC to enter into any contract or transaction requiring annual expenditures by the NAC exceeding by $250,000 or more such amounts as are specified therefor in the operations budget section of the then applicable NAC Annual Plan; (f) employing the services of, or entering into any transaction with, either party, or any affiliate thereof, directly or indirectly, except upon standard commercial terms; (g) lending or contributing to the capital of any other person any funds of the NAC, except for trade accounts receivable and/or customary employee advances; (h) unless specified or authorized in the then applicable NAC Annual Plan, encumbering any assets of the NAC, borrowing any funds, or entering into any equipment leases or purchase money financings in excess of an aggregate amount of $250,000 per fiscal year; (i) instituting any bankruptcy or insolvency proceeding or assigning any assets of the NAC for the benefit of its creditors; (j) instituting, settling, or compromising any lawsuit or claim on behalf of the NAC where the amount in controversy exceeds $250,000; and (k) any matter requiring interpretation or construction of any provision of this Agreement or the intended meaning or application thereof, or any matter having substantial financial impact upon one or both parties hereto or upon their rights to participate in matters relating to the governance of the NAC. The NAC Annual Plan shall consist of an (a) operating budget section and (b) a capital budget section. The NAC’s Annual Plan shall be approved annually by the Management Committee concurrently with each annual Members meeting, inclusive of the annual meeting to be held concurrently with the execution of this Agreement, or as soon thereafter as may be practical. If a vacancy occurs in the Management Committee, whereas each Company constituting the Contractor nomination for replacement shall nominate one (1) member each be made by the party hereto which nominated the person whose position is to represent Company be filled, following the same procedure outlined above in this Section 2.2. If necessary, the Management Committee provided parties agree 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 they will immediately call a special meeting of the Effective Date. 6.3 Each Party may nominate alternate members Members for the purpose of electing, in accordance with full authority to act in the absence and on behalf procedure herein set forth for the election 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 Committee at meetings of the Government shall be designated as the Chairman of the Members, a Management Committee and the second representative of the Government shall be designated as the Deputy Chairman. The member of the Operator, to fill such vacancy 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, to remove 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 re-elect 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda as they may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meetingmutually choose. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

Appears in 1 contract

Samples: Amendment and Restatement of Agreement (Medianews Group Inc)

Management Committee. 6.1 There 9.1 Not later than ninety (90) days after the Effective Date, a committee shall be constituted a committee established by Competent Body and Contractor to be called the Management Committee with functions known as stated herein below. 6.2 Government shall nominate two (2) members representing Government in the Management Committee. The Management Committee shall consist of ( ) members, whereas each Company constituting the Contractor ( ) of whom shall nominate be appointed by Competent Body and ( ) by Contractor, it being understood that Competent Body’s representatives and Contractor’s representatives shall be equal in number. Each member shall have 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) membersvote. 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 by Competent Body from among the Secretary of the Committeemembers it has appointed. 6.5 Operator on behalf 9.2 All meetings 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 shall be held in Ashgabat or such other place in Turkmenistan or elsewhere as may be unanimously agreed by the members of the Management Committee. Meetings of the Management Committee shall require a quorum of ( ) members. Any member of the Management Committee may vote by written and it signed proxy held by another member. Competent Body and Contractor shall also designate alternate members and shall have advisory the right to designate a substitute member or alternate at any time, which right shall be exercised by written, telexed or faxed notification addressed to the other Party(ies) hereto. In the case of absence or incapacity of a member of the Management Committee, his alternate shall automatically assume the rights and obligations of the absent or incapacitated member. Competent Body and Contractor shall have the right to bring expert advisers to any meeting of the Management Committee to assist in the discussion of technical and other matters requiring expert advice. 9.3 Without prejudice to the rights and obligations of Contractor for day-to-day management of Petroleum Operations carried out hereunder, the Management Committee shall have the following functions: (a) to oversee and supervise the Petroleum Operations; (b) to consider and determine all matters relating to general policies, procedures and methods in the conduct of Petroleum Operations; (c) subject to the provisions of paragraph 9.4 (a) hereunder, to review and approve annual Work Programmes and Budgets (and amendments thereto) proposed by Contractor under Article 11; (d) to review and approve the Appraisal Programmes and relevant Budgets (and amendments thereto) proposed by Contractor under Article 12.2(a); (e) to review and approve the Appraisal reports and the relevant notification that a Commercial Discovery has been ascertained, submitted by Contractor pursuant to paragraph 12.3; (f) to review and approve Development Plans and relevant Budgets (and amendments thereto), presented by Contractor pursuant to paragraph 12.4; (g) to review and approve the annual production forecast statements presented by Contractor pursuant to paragraph 12.7; (h) to review and approve the insurance program and the environmental protection program provided under Articles 30 and 28 ; (i) to supervise and control the award of major contracts in respect connection with Petroleum Operations, involving amounts in excess of ( ) US dollars, through competitive tender procedures; (j) to determine the Date of Commencement of Commercial Production; (k) to ensure that the accounting of costs and expenses and the maintenance of operating records and reports for Petroleum Operations are made in accordance with this Agreement, the Accounting Procedure and accounting principles and procedures generally accepted in the international petroleum industry; (l) to appoint such technical, administrative, financial and other advisory committees as the Management Committee determines are necessary or appropriate for the timely and efficient conduct of Petroleum Operations; and (m) to consider any other matter relating to Petroleum Operations which may be referred to the Management Committee by the Parties or any of them (other than any proposal to amend this Agreement) and which is not specifically delegated to the Operator pursuant to this Agreement. The Management Committee shall take no action or make any decisions which would infringe the applicable laws of Turkmenistan, or would harm the international relations of Turkmenistan with any other sovereign state. 9.4 Decisions of the Management Committee shall be made unanimously. All decisions made unanimously shall be deemed to be formal decisions and shall be equally binding upon Competent Body and Contractor. Regarding the matters on which agreement can not be reached, on the basis of sound and reasonable arguments brought forth by each Party’s representative in the Management Committee, Competent Body and Contractor may convene another meeting and shall attempt in good faith to find alternative solutions. However, if the Management Committee fails thereafter to reach a decision: (a) on any Exploration Operations operations included in an annual Work Programme and any revisions Budget (or modifications amendments thereto), Contractor’s view shall prevail, and such Exploration operations shall be deemed approved, to the extent that they are not inconsistent with the Minimum Exploration Work Programmes and Expenditures specified in Article 4; (b) annual work progress on the matters specified in paragraphs 9.3(d), 9.3(e) and costs incurred thereon; 9.3(f), either Party may, within ninety (c90) proposals for surrender or relinquishment of any part days of the Contract Area submission by Contractor, refer the Contractor; (dmatter for determination in accordance with paragraph 29.3. The determination in accordance with paragraph 29.3 in respect of the matters under paragraph 9.4(b) proposals for an Appraisal Programme or revisions or additions thereto shall be final 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 such matters shall be submitted deemed to have been approved by Operator on behalf the Management Committee as determined. 9.5 The Management Committee shall meet at least semi-annually. The Chairman of the Contractor with Management Committee shall call semi-annual meetings, and may call additional meetings at any time, by giving notice to the approval other representatives on the Management Committee at least twenty-one (21) days in advance of Operating Committeesuch meeting. Any other member in the Management Committee may request a meeting of the Management Committee by giving notice to the Chairman. Upon receipt of such request, if constituted under the Article 7.4, or in case Chairman shall call a meeting of single Party constituting the Contractor, then by that Party to the Management Committee for approval:a date not less than twenty-one (21) days nor more than thirty (30) days after receipt of such request. The above notice periods may be waived with the unanimous written consent of all the members in the Management Committee. 9.6 Each notice of a meeting of Management Committee shall contain (ai) Annual Work Programmes the date, time and Budgets in respect location of Development Operations the meeting and Production Operations and any modifications or revisions thereto; (bii) proposals an agenda of the matters to be considered at such meeting, accompanied, if possible, by all information reasonably necessary for the approval members of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required make an informed decision with respect to the matters to be submitted under Article 14.10; considered. A member on the Management Committee, by notice to the other members on the Management Committee given not less than seven (h7) any other days prior to the date set for a meeting, may add additional matters to the agenda for a meeting. The Management Committee may only consider at a meeting a matter required by not contained in the terms of this Contract to be submitted agenda for that meeting if the approval members of the Management Committee; (i) any other Committee unanimously agree that such matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinionbe considered. 6.7 Unless agreed otherwise by all the members 9.7 In addition to presiding at each meeting of the Management Committee, the Management Committee Chairman shall meet at least once every six have responsibility for (6i) months during the Exploration Period timely preparation and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval distribution of the Chairmanagenda, shall convene each meeting by notifying (ii) the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) organisation of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10iii) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings supervision of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every each meeting in the English language and provision a written record of each vote taken at each meeting. The Chairman may appoint a secretary to every carry out these functions.. 9.8 The secretary shall provide each member of the Management Committee with two (2) copies a copy of the minutes approved by of each Management Committee meeting within twenty-one (21) days after the Chairman within three (3) Business Days end of the meeting. Unless agreed otherwise Each member of the Management Committee shall have twenty-one (21) days after receipt of such minutes to give notice to the secretary of corrections or additions to the minutes. Within ten (10) days of receipt of such revised minutes each member of the Management Committee shall give notice to the secretary of his approval or disapproval of such revised minutes. A failure to give notice of disapproval of such revised minutes within such ten (10) day period shall be deemed to be approval of such revised minutes. 9.9 Voting by all written consent may be adopted in lieu of holding a meeting of the members Management Committee. The Chairman of the Management Committee, or any other member of the minutes Management Committee through the Chairman, may submit any proposal for a decision of a meeting the Management Committee by giving each member of the Management Committee notice describing the proposal. Each member of the Management Committee shall be finalised by communicate his vote on such proposal in writing to the Chairman and the other members of the Management Committee within three fifteen (3)15) days of the date of receipt of the notice describing such proposal. The voting and the results thereof will be as if a meeting of the Management Committee were actually held.

Appears in 1 contract

Samples: Production Sharing Agreement

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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)six

Appears in 1 contract

Samples: Production Sharing Agreement

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 Committee 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 approvalof Operating Committee, if constituted under the Article 7.4, or in case of single Party constituting the Contractor, then by that Party Committee to the Management Committee for approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of auditauditors, approval and adoption of audited report submitted under Article 25.4.3accounts; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) plans for the production of Crude Oil and Natural Gas prior to the date of commencement of Commercial Production; (h) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (hi) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (ij) any other matter which the Contractor decides to submit to it; and (jk) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven nine (79) Business Days days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

Appears in 1 contract

Samples: Production Sharing Contract

Management Committee. 6.1 There A Management Committee shall be constituted a committee appointed in accordance with the provisions of Section 4.01 hereof to be called determine and control the business of the Company. The President of the Company shall serve as the chairman of the Management Committee with functions as stated herein below. 6.2 Government shall nominate two (2) members representing Government in the Management Committee"Chairman"), 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 and shall have two (2) membersthe active responsibility of the executive management of its operations. The Parties shall nominate the members President shall, in general, perform all duties incident to the Management Committee within thirty (30) days office of President and such other duties as may be assigned by 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 Members. The Chairman of the Management Committee shall oversee the operation of the Management Committee, preside at all meetings of the Management Committee and shall perform such other duties as from time to time may be assigned to him by the Members. Subject to the rights of the Members (and any decision to the contrary by the Members) as set forth in Section 4.01 hereof or elsewhere in this Agreement, and without limiting the generality of the foregoing, it is hereby expressly declared that the Management Committee shall have the following powers and responsibilities: 1. To conduct, manage and control the business and affairs of the Company, and to make such rules and regulations therefor not inconsistent with law or the Certificate of Formation or this Agreement, as the Management Committee shall deem to be in the best interests of the Company; 2. To determine whether any services benefiting the Company should be performed by one of the Members, with the expense of providing such service to be covered by the Company; 3. To approve the borrowing of money, whether on a secured or unsecured basis, by the Company, and the second representative refinancing, recasting, extension, compromise and matters otherwise relating to any loan to the Company and, in connection therewith, to cause to be executed and delivered therefor, in the Company's name, promissory notes, bonds, debentures, deeds of trusts, mortgages, pledges, hypothecation's, or other evidences of debt and securities therefor; 4. To designate in the manner herein described the individuals who are to serve on any committee, except the Management Committee and to prescribe the manner in which proceedings of such committees shall be conducted; 5. To approve the acquisition by the Company of real and personal property, and to approve the entering into by the Company of contracts and all other arrangements needed to effectuate the business and affairs of the Government shall Company; and 6. To prepare and submit to the Members of the Company for their unanimous approval and acceptance, as soon as available, and in any event at least 60 days prior to the end of each fiscal year of the Company, an Annual Work Plan and Budget of the Company for the subsequent fiscal year, provided that any Member of the Company may, at its option, request a revised Annual Work Plan and Budget, within 30 days of such request, be designated as submitted to the Deputy ChairmanMembers of the Company for approval and acceptance, or for required further revision until such approval and acceptance by all of the Members of the Company is obtained; 7. To furnish the statements and reports required to be prepared and distributed by Article VI hereof; 8. To establish a presence or other business operations of the Company in one or more jurisdictions. The member initial officers 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 appointed by unanimous consent of the Committee. 6.5 Operator on behalf Members and shall serve at the pleasure of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of Members for 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 one-year period. Each of the Contract Area by the Contractor; (d) proposals for an Appraisal Programme or revisions or additions thereto and the declaration officer's 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months continue to serve until his or more frequently at the request of any member. The Secretaryher death, resignation or removal, with the approval of the Chairmanor without cause, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meetingMember. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

Appears in 1 contract

Samples: Operating Agreement (Global Realty Development Corp)

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 (2a) 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 management of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence Company by and on behalf of the members nominated under Article 6.2 and mayMembers shall be effectuated by a management committee (the “Management Committee”) comprised of five (5) to eleven (11) individuals, at any time, nominate another member or alternate member to replace any member nominated earlier by notice to other with five being the minimum number of Members that must serve on the committee. The five members of the Management Committee may appoint an additional one (1) to six (6) members so that the total number of Members serving on the Management Committee may be greater than five (5) but may not exceed eleven (11). The initial Management Committee shall consist of Kxxxx X. Xxxxx, Cxxxx X. XxXxx, Bxxxxxx X. Xxxxx, Jxxxx X’Xxxxxx, and [V. Sxxxxxx Xxxx]. Each member of the Management Committee shall have an equal percentage of the voting rights of the Management Committee. No member of the Management Committee individually shall have the authority to bind the Company; instead, such managers shall act only as a group, through the Management Committee. The Management Committee shall continue to have and may exercise all of the powers and shall have all the authority conferred hereby at all times, including during any period in which one or more vacancies on the Management Committee may exist. All actions taken and all determinations and decisions made by consent of members of the Management Committee holding, in the aggregate, greater than fifty percent (50%) of the voting rights of the Management Committee shall be deemed for all purposes to be the actions taken by the Members. 6.4 One representative (b) The Management Committee may, upon written consent of members of the Government shall Management Committee holding, in the aggregate, greater than fifty percent (50%) of the voting rights of the Management Committee, adopt and amend such by-laws, rules, regulations, policies and procedures as it may determine to be designated as in the Chairman best interest of the Company (but not inconsistent with this Agreement) for the conduct of the business of the Management Committee and the second representative business and affairs of the Government shall be designated as the Deputy ChairmanCompany. The initial by-laws (the “By-Laws”) are attached as Annex B hereto. (c) Each member of the OperatorManagement Committee shall hold office until his or her death, resignation or removal. A member of the Management Committee may be removed only on written approval of a Majority-in-Interest of the Members. However, if a Member is an employee of the Company, such Member shall automatically be removed from the Management Committee upon termination of his or her employment. (d) The entire Management Committee or any individual member designated thereof may be removed at any time, with or without cause, by a Majority-in-Interest of the Operator where Operator has two (2) members Members. The vacancy or vacancies caused in the Management Committee shall by such removal must be designated as the Secretary filled by a Majority-in-Interest of the Committee. 6.5 Operator on behalf Members at the same meeting or at a special meeting 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 Members called for 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;purpose. (e) A vacancy that occurs in the Management Committee by reason of death, resignation, removal, or any other matter required cause shall be filled by a Majority-in-Interest of the terms Members if, as a result of this Contract to be submitted to it for review or advice; andthe vacancy, the number of Members serving on the Management Committee is less than five (5). (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 Meetings 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, called at any time by any two or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the more members of the Management Committee, by two or more members of the Management Committee or by the President of the Company, and shall be held on such date and at such time and place as shall be specified by the person or persons calling the meeting. However, the Management Committee shall meet at least once a year at a place to be determined by the Management Committee. (g) Notice of every six (6) months during meeting of the Exploration Period Management Committee specifying the place, date and thereafter time thereof shall be given to each member of the Management Committee at least once every three 48 hours prior to the time of the meeting. Notices shall be given orally, in person or by mail (3) months including email), a reliable express delivery service or more frequently at telefacsimile to the request address or number of any membera member of the Management Committee appearing in the Company’s records. The Secretaryright to notice may be waived, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (before or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to after the date fixed for the meeting. The Secretary shall forward the agenda , by delivery to the members at least seven (7) Business Days prior Company of a written waiver of notice signed by the person entitled to the date fixed for the meetingsuch notice. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent Attendance of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every a member of the Management Committee with two at a meeting shall constitute a waiver by such member of notice of such meeting, except when a member attends the meeting for the express purpose of objecting, when he or she enters the meeting, to the transaction of any business because the meeting is not lawfully called or convened. (2h) copies Any action required or permitted to be taken at any meeting of the minutes approved Management Committee or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by the Chairman within three (3) Business Days all members of the meeting. Unless agreed Management Committee or such committee, as applicable, and such written consent is filed with the minutes of the Management Committee or such committee, as applicable. (i) Except as otherwise by all the expressly provided in this Agreement, members of the Management Committee, the minutes of or any committee thereof, may participate in a meeting shall be finalised by of the Management Committee within three or such committee by means of conference telephone or other electronic technology by which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (3)j) An Interested Member may not vote on any action approving the transaction in which the Member has an interest and shall not be present when the disinterested Members debate the transaction in the outcome of which the Interested Member has an interest.

Appears in 1 contract

Samples: Operating Agreement (JH Designs, Inc.)

Management Committee. 6.1 There (a) The Parties shall form a PacRimEast Cable System Management Committee (herein referred to as the "Management Committee"), which shall consist of one representative of each of the Parties to this Agreement. Except as otherwise provided in this Agreement (which exception shall include decisions related to procurement which shall be constituted a committee to be called made by the Procurement Group in accordance with Paragraphs 3 and 4), 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 make all decisions necessary on behalf of the members nominated under Article 6.2 and may, at any time, nominate another member or alternate member Parties to replace any member nominated earlier by notice to other members effect the purposes of the Management Committeethis Agreement. 6.4 One (b) Two or more Parties may designate the same person to serve as their representative of the Government shall be designated as the Chairman at specific meetings of the Management Committee and its subcommittees established pursuant to Subparagraph 7(e). OTC shall provide a person to act as the second representative Coordinator of the Government shall be designated as the Deputy ChairmanManagement Committee. The member Management Committee will meet on the call of the OperatorCoordinator or whenever requested by one or more Parties representing at least 5% of the total voting interests specified in Schedule B. The Coordinator shall give at least 30 days' advance notice, or which shall include a draft agenda, of each meeting to the member designated Parties. In cases of emergency, such notice period may be reduced if Parties representing at least 75% of the total voting interests so agree. Discussion documents for each meeting should be made available to members 14 days before the meeting, but the Management Committee may agree to discuss papers distributed on less than 14 days' notice. For the conduct of its meetings, the Management Committee shall elect a Chairman at each meeting. (c) All decisions made by the Operator where Operator has two (2) members in the Management Committee shall be subject, in the first place, to consultation among the designated as the Secretary representatives of the Committee. 6.5 Operator Parties who shall make every reasonable effort to reach agreement with respect to matters to be decided. However, in the event agreement cannot be reached, with the exception of those matters to be determined pursuant to Subparagraphs 14(q), 16(a) and 24(b), the decision will be carried on behalf the basis of a vote representing a simple majority of the Contractor with total voting interests of the approval Parties as specified in Schedule B, provided such simple majority includes at least one Party from south of Operating Committee, if constituted under the Article 7.4, or in case equator and two Parties from north of a single Party constituting the Contractor, then that Party shall submit following matters to equator. A member of the Management Committee for review and representing more than one Party shall separately cast the votes to which each Party 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;represents is entitled. (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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members No decision of the Management Committee, or its subcommittees or any other group established by the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request override any provisions of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meetingthis Agreement. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of (e) To aid the Management Committee andin the performance of its duties, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee may establish such subcommittees or groups as it shall be responsibledetermine within its discretion, inter alia, for preparation of the minutes of every meeting to provide assistance in the English language performance of its responsibilities. The following subcommittees shall initially be formed, and provision to every member of said subcommittees, under the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members direction of the Management Committee, the minutes of a meeting shall be finalised responsible for their respective areas of interest listed in Annex 2 and any other areas of interest designated by the Management Committee within three (3)Committee:

Appears in 1 contract

Samples: Construction and Maintenance Agreement (Communication Telesystems International)

Management Committee. 6.1 There shall be constituted 5.1 The Participants will, as soon as is practicable after the date on which Production commences, establish 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 which will manage and direct 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 business and affairs of the Effective Date. 6.3 joint venture thereafter. Each Party may nominate alternate members with full authority Participant will be entitled to act in the absence and one member 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 5.2 A Participant may from time to time revoke in writing the appointment of its member to the Government shall be designated as the Chairman Management Committee and appoint in writing another in his place. A Participant may from time to time in writing appoint one alternate member for any member theretofore appointed by such Participant. Alternate members may attend meetings of the Management Committee and and, in the second representative absence of the Government shall member, his alternate may vote and otherwise act in the place and stead of a member. Whenever any member or alternate member votes or acts, his votes or actions will for all purposes of this Agreement be designated as considered the Deputy Chairman. The member actions of the OperatorParticipant whom he represents. 5.3 The Participants will give written notice to each other from time to time as to names, or addresses and telephone, telex and telefax numbers of their respective members and alternates on the member designated by the Operator where Operator has two (2) members in Management Committee. All meetings of the Management Committee shall will be designated as the Secretary of the Committee. 6.5 Operator on behalf of the Contractor with the approval of Operating Committeeheld in Xxxxxxx, if constituted under the Article 7.4Xxxxxxx, 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 approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by unless all the members of the Management Committee, Committee agree otherwise and any member of the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such may call a meeting at any time by giving fourteen (or a shorter period of 14) days' notice if to the other members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include general nature of the business to be conducted, but no Participant other than the Operator will be entitled to call a meeting less than three months after the date of the last meeting of the Management Committee. Any member of the Management Committee, or his alternate, may waive in writing the giving of such notice a provisional agenda for before or after such meeting. The Chairman Otherwise, the giving of notices under this Article 5 will be governed by Article 13. 5.4 Any resolution in writing signed by all members of the Management Committee in one or more counterparts will be as valid and binding as if passed at a meeting of the Management Committee duly called and constituted. 5.5 Except as herein set out, each member of the Management Committee or his alternate will have a number of votes equal in number to the Participating Interest held by the Participant he represents. Except as herein set out, a quorum for any meeting shall be responsible a member or members representing a Participant or Participants whose Participating Interest or Participating Interests aggregate in excess of 60%. If a quorum is not present within thirty minutes after the time fixed for processing holding any such meeting, the final agenda meeting will be adjourned to the same day in the next week (unless such day is a non-business day in which case it will be adjourned to the next following business day) at the same time and place, provided not less than four business days' notice of the time and place of the adjourned meeting is delivered to each member of the Management Committee. At the adjourned meeting, the members or alternate members present in person (which may be only one person) will form a quorum and may transact the business for such which them meeting and the agenda shall include was originally convened. 5.6 The Management Committee will decide all items of business requested matters coming before it by the members affirmative vote of a majority of the votes entitled to be includedcast by members. The Operator will have an additional or casting vote in the case of an equality of votes on any matter other than a matter referred to in paragraph 5.7. 5.7 Notwithstanding the provisions of paragraph 5.6, provided such requests are received by a decision as to any of the Secretary at least ten following matters will require the agreement or affirmative vote of greater than 60% of the Participating Interests under this Agreement; provided, however, that for the limited purposes of a vote as to any of the matters referred to in subparagraphs (10a), (b), (c), (e), (h) and (i) hereof, the Participating Interests under this Agreement will exclude the Participating Interest of any Participant then in default hereunder: (1) the voluntary suspension of operations, following commencement of Production, for more than 30 days prior in any 12-month period or the permanent shutdown of the Facilities; (2) capital expenditure items, following the commencement of Production, requiring aggregate expenditures in excess of $3,000,000 in any one calendar year; (3) an exploration or development program, following the commencement of Production, requiring aggregate expenditures in excess of $2,000,000 in any one calendar year; (4) the terms of engagement of the Operator, other than the agreed upon charges referred to in the definitions of Expenditures and Operating Costs; (5) the abandonment, sale or other disposition following the commencement of Production of any Asset or series of related Assets having an aggregate fair market value in excess of $5,000,000; (6) any decision to act or not to act which would breach any licence or instrument or agreement under which title to the date fixed for Property or any of the meeting. The Secretary shall forward the agenda to the members at least seven Assets is held; (7) Business Days prior the entry into any contract or commitment by the Operator with itself or an Associated Company which is not accompanied by evidence of the competitive nature of the pricing thereof; (8) the settlement of any lawsuit, claim or demand involving an aggregate amount or value exceeding $2,000,000; and (9) following a suspension of operations under subparagraph (a) hereof, the resumption of operations. If approval under this Section is not given for a decision then the decision shall not be implemented, provided that the Operator may submit such matter to arbitration in accordance with Article 12 to determine whether the date fixed for decision is in keeping with mining industry standards and good mining practice. The Operator may implement the meeting. Matters not included decision if the arbitration finds it to be in the agenda may be taken up at the meeting by any member keeping with the unanimous consent of all the members whether present or not present at the meetingmining industry standards and good mining practice. 6.8 5.8 The Chairman or Management Committee will appoint a Secretary (who need not be a member of the Deputy Chairman, as may be the case, shall preside over Management Committee) to keep a record of the meetings of the Management Committee and, in their absence, any other member representing Government Committee. Each Participant will have the right to examine and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation take extracts of the minutes of every meeting in the English language and provision to every member all records of the Management Committee with two (2) copies which will be maintained by the Operator), at reasonable times and on reasonable notice at the Operator's offices during regular business hours. 5.9 Following authorization of any program under Section 5.7, the Operator may require letters of credit or other security from the Participants to secure the advance by the Participants of their respective shares of the minutes approved by funds which will be required pursuant to the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)authorization.

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Samples: Subscription Agreement (Tan Range Exploration Corp)