Management of Newco. 14.1. The Board of Directors shall have a quorum with the participation of a majority of the Directors in office, and it shall adopt valid resolutions with the favourable vote of the absolute majority of the Directors attending.
14.2. Notwithstanding the above, the Parties agree that a quorum of 3 (three) out of 4 (four) members and a resolution majority with the same proportions shall be required for the adoption of any resolution or decision concerning the following matters:
(a) Make any investment or expenditure in excess of EURO 75,000 for any single investment or expenditure.
(b) Sell fixed assets with a price or value in excess of EURO 75,000.
(c) Sell any intellectual property rights.
(d) Commence or settle any major pending or threatened arbitration, litigation or other litigated proceeding except for routine collection matters.
(e) Enter into any contract, including borrowing and debt guarantees, outside the normal course of business.
(f) Enter into any contract for the licensing or transfer of technology, or the provision of technical assistance to, or from, any third party outside the normal course of the business.
(g) Set up the guidelines for the terms (including fee structures) on which NewCo shall contract with persons or entities providing services to NewCo.
(h) Approve and subsequently revise or modify the Budget and / or the Business Plan, and any contracts entered into with related or Affiliated parties, including those entered into with a shareholder of NewCo.
(i) Major changes in business structure including the creation of subsidiaries and the development of new types of products or facilities not included in Attachment A.
(j) Acquire or absorb other entities or otherwise carry out investment in equity securities of other companies.
(k) Proposals with respect to capital contribution, investment plans or financing from the shareholders.
Management of Newco. 1. The President and Representative Director of NEWCO, as jointly appointed by GTC and MTC, shall have principal responsibility for the management and business affairs except for all the actions set forth in Paragraph 1 of Article 7.
2. The Board of Directors of NEWCO shall have authority to decide the matters set forth in Paragraph 1 of Article 245 of the Commercial Code except for all the actions set forth in Paragraph 1 of Article 7 and the President and Representative Director shall have authority to perform such matters in accordance with the resolution of the Board of Directors, provided, however, that the President and Representative Director shall have authority to decide and perform any other business and management activities other than Paragraph 1 of Article 245 of the Commercial Code.
3. If any director nominated by the parties hereto performs any business activity without authorization, the party hereto who nominated such a director shall indemnify, defend and hold NEWCO, its agents, employees and clients harmless from any loss damage, liability, claim, cost or expense (including reasonable attorney's fees) incurred as a result of such unauthorized act.
Management of Newco. 7.1 The Board of Directors of NEWCO ------------------------------- Except as otherwise required by mandatory provisions of law or as provided for in the Articles of Incorporation, responsibility for the management, direction and control of NEWCO shall be vested in the Board of Directors. The Articles of Incorporation shall provide initially for the election of seven (7) directors of NEWCO.
Management of Newco. As part of the acquisition transaction contemplated herein, Abacus may, to the extent necessary, hire management to operate Newco upon completion of such acquisition. In such event, Abacus may provide management with the opportunity to earn up to ten percent (10%) of the stock of Newco (calculated in the same manner as Baywood's 15% is calculated) for meeting performance goals established by Abacus and the Investor. If acceptable to the Investor, Baywood shall have the opportunity to manage Newco and earn the additional stock.
Management of Newco. Rakov agrees to vote its shares of NEWCO to elect or appoint Royal's nominee to be General Manager of NEWCO during the Earn-In Period that is provided for in the Midas Agreement. (Such nominee shall also serve as General Manager of MIDAS during the Earn-In Period.)
Management of Newco. Following the Closing, Xxxxxx shall be the Chairman of the Board of Directors, Xxxxxx X. Xxxxx shall be the President and Chief Executive Officer, and Xxxxxxx shall be Executive Vice President and Chief Operating Officer of Newco. Until the Board of Directors of Newco, including the affirmative vote of each of the South Coast Members (as defined below) determines otherwise, the South Coast Owners as a group shall be entitled to elect a number of directors of Newco (the "South Coast Members") such that at all times the proportion that the number of South Coast Members bears to the full number of directors of Newco is as nearly equal as possible to the proportion that the number of shares of Newco Common Stock owned of record by the South Coast Owners as a group bears to the total number of outstanding shares of Newco Common Stock (plus the shares of Newco Common Stock issuable upon exercise of the Araxas Stock Options). Notwithstanding the preceding sentence, the parties agree that the covenant contained in this Section 9.10 shall apply until the agreement of Xxxxxx and Xxxxxxx that such covenant no longer shall apply, or the written opinion from the managing underwriter engaged by Newco in connection with the Public Equity Transaction recommending that the composition of the Newco Board be changed.
Management of Newco. Newco shall be formed as soon as there are a total of three EIPs (including the participating Anchors) and rights to designate Newco Board members shall be as follows:
Management of Newco. Newco shall be formed as soon as there are a total of three EIPs (including the participating Anchors) and rights to designate Newco Board members shall be as follows: ------------------------------- --------------------------- -------------------------- --------------------------- Total Number of EIPs Total Number to be Total Total --------------------- ------------------- ------ ----- (including Participating Designated by all the EIPs Number to Number to ------------------------- -------------------------- --------- --------- Anchors) (One Per EIP) be be -------- ------------- -- -- Designated Designated ----------- ---------- By eSpeed by CF --------- -----
Management of Newco. 24 5.2. Compensation............................................................................................25 5.3. Issuances of Additional Membership Units................................................................25 5.4. Officers................................................................................................25 5.5.
