Management of Subsidiaries. If the Board determines that it is in the best interests of the Fund and its Shareholders to carry on all or part of the business of the Fund through one or more subsidiaries, the Board may cause the substantive terms of this Agreement to apply to the management of any such subsidiary or subsidiaries.
Management of Subsidiaries. (a) Subject to the terms of any agreements governing the management and operation of any Trust Subsidiary, including, without limitation, with respect to obligations of the directors, officers, managers, partners or members of any such entity to act in the best interests of the Trust Subsidiary and the equity holders, partners or members of such Trust Subsidiary, the Trustees shall take such actions with respect to the Trust’s direct or indirect interest in each Trust Subsidiary (whether in connection with the Trust’s position as direct or indirect equity owner, partner, member or manager, or as a director, officer, employee or agent of such Trust Subsidiary), and shall, subject to any obligations to any other equity owners, partners or members of a Trust Subsidiary, cause each Trust Subsidiary to take such actions, as are consistent with the purposes and provisions of the Trust and this Agreement.
(b) The Trustees shall, to the extent not done on or prior to the Grant Date, and to the extent deemed necessary or desirable by the Trustees, amend, or cause to be amended, the operating agreements and other governing documents of each Trust Subsidiary and take such other action to provide that the purpose of such entity is substantially the same as that set forth in Section 2.02, including no objective to continue or engage in the conduct of a trade or business (other than as necessary to realize or preserve the value of its assets) and the expeditious but orderly disposition and distribution of its assets; provided that it shall not be inconsistent with the provisions of this paragraph for any Trust Subsidiary to continue to engage in a trade or business following such time as the Trust has sold all of its interests in such Trust Subsidiary in furtherance of the Plan.
(c) The Trustees shall cause each Trust Subsidiary to distribute to the Trust and to such Trust Subsidiary’s other equity owners, partners or members, if any, in accordance with the governing documents of such Trust Subsidiary, on or before each distribution provided for in Section 5.06 and Section 5.07 such portion of its cash as is deemed necessary by the Trustees to make such distribution pursuant to Section 5.06 or Section 5.07.
(d) The Trustees may serve as partners, members, directors, officers, employees or agents of a Trust Subsidiary.
Management of Subsidiaries. If a Portfolio’s Board determines that it is in the best interests of the Portfolio and its members to carry on all or part of the business of the Portfolio through one or more subsidiaries, the Board may cause the substantive terms of this Agreement to apply to the management of any such subsidiary or subsidiaries.
Management of Subsidiaries. If the Company’s Board determines that it is in the best interests of the Company and its Members to carry on all or part of the business of the Company through one or more subsidiaries, the Board may cause the substantive terms of this Agreement to apply to the management of any such subsidiary or subsidiaries.
Management of Subsidiaries. Subject to the provisions of this Agreement and the Class B Subsidiary Management Agreement, the Class B Subsidiary Manager shall have complete discretion, power and authority to manage and control the business operations of the Class B Subsidiary for the period the Class B Subsidiary Management Agreement is in effect. Subject to the provisions of this Agreement and the Class A Subsidiary Management Agreement, the Subsidiary Manager of the Class A Subsidiaries shall have complete discretion, power, and authority to manage the Class A Subsidiaries for the period the Class A Subsidiary Management Agreement is in effect.
Management of Subsidiaries. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (including the directors elected by the Investors) such that the Company (i) will control the operations of any direct or indirect subsidiary or entity controlled by the Company or any subsidiary or affiliate of the Company (each a “Group Company”) and (ii) will be permitted to properly consolidate the financial results for each Group Company in consolidated financial statements for the Company prepared under US GAAP. The composition of the board of directors (or similar governing body) of each other Group Company, whether now in existence or formed in the future, shall be reasonably acceptable to the Company’s Board of Directors. Further, the Company shall take all necessary actions to maintain any Group Company, whether in existence on the date hereof or formed after the date hereof, as may be necessary to conduct the business of the Company (together with its subsidiaries), as conducted or as proposed to be conducted. The Company shall cause each Group Company, whether in existence on the date hereof or formed after the date hereof, to comply in all material respects with all applicable laws, rules and regulations. All material aspects of such formation, maintenance and compliance of any Group Company, whether in existence on the date hereof or formed after the date hereof, shall be subject to the review and approval by the Board of Directors of the Company, and the Company shall provide each Major Investor, at the request of such Major Investor, with copies of all material related documents and correspondence.
Management of Subsidiaries. The Board of Directors of any -------------------------- Subsidiary of XXX.xxx shall consist at all times of the same persons as are the members of the Board of Directors of XXX.xxx.
Management of Subsidiaries. All of the provisions of this Agreement regarding the management and governance of the Company shall apply to the management and governance of any Subsidiary, whether any such Subsidiary is managed or controlled directly or indirectly by the Company, as member, manager, partner, stockholder or otherwise. Any action to be taken by any Subsidiaries shall for all purposes hereof be construed as an action taken by the Company and shall be subject to the same rights and limitations granted and imposed on the Members under this Agreement. Any and all references herein to the Company or to the Managing Member (or its constituent members) causing or directing any action on behalf of a Subsidiary shall be deemed to refer to the Company causing (or either of its constituent members causing the Company to cause), in its capacity as the sole member of such Subsidiary, such action to be taken for and on behalf of such Subsidiary. In the event that the Company conducts its business through one or more Subsidiaries, the Managing Member shall perform, with no additional compensation, the same or substantially identical services for each such Subsidiary as the Managing Member performs for the Company, subject to the terms, conditions, limitations and restrictions set forth in this
Management of Subsidiaries. The management of each Subsidiary of the Company shall be conducted by its officers and directors or managers in a manner consistent with this Agreement. Without infringing upon the exercise of their fiduciary responsibilities to the Subsidiaries they manage, the officers, directors and managers of each Subsidiary shall be instructed to provide the Company and its Board of Directors with information regarding important matters affecting the business, operations and future plans of such Subsidiary, and to seek the Company's guidance insofar as such matters affect the Company's interests as the holder of an ownership interest in such Subsidiary. The parties hereto agree that such matters should be reviewed by the Board of Directors of the Company and that the views of the Board of Directors should be conveyed to the relevant Subsidiary. Any matter affecting a Subsidiary which would be a Fundamental Issue within the meaning of Section 1.11 if it affected the Company shall be submitted for consideration by the Board of Directors pursuant to Section 1.11.
Management of Subsidiaries. The Parties shall use commercially reasonable endeavours to ensure that the rights of the Minority Shareholders with respect to the Company and as set out in Clause 4 (Management of the Company) and Clause 6 (Reserved Matters), to the extent applicable, shall also extend to each Subsidiary (including Amtran) and shall be applicable mutatis mutandis to such Subsidiary (including Amtran) and the term ‘Company’ wherever used in such clauses shall refer to such Subsidiary (including Amtran) to give effect to the foregoing, provided that, all rights of the Minority Shareholders in respect of the Subsidiary (including Amtran) shall be exercised solely by, and through, the Company (including by exercising voting rights and any other rights available to it with respect to any Subsidiary) and not directly by the Minority Shareholders. In the event of any inconsistency between the provisions of the constitutional/charter documents of any Subsidiary (including Amtran) and the provisions of this Clause 5.6 (Management of Subsidiaries) read in conjunction with any other provision of this Agreement which contains rights of the Minority Shareholders with respect to the Company, the understanding set forth in this Clause 5.6 (Management of Subsidiaries) shall prevail and the Company shall, and the Shareholders shall cause the Company to, take such actions as may be required (including voting in favour of necessary amendments to such inconsistent provisions) in order to remove the inconsistency in question.
