Management of the Companies Sample Clauses

Management of the Companies. 8.1 The overall management and operation of the Business of each Company shall be carried out by its Board, subject to: 8.1.1 the requirements of Clause 10; and 8.1.2 any requirement of the Constitution of any Company or of applicable law that the relevant action be specifically approved by resolution of the shareholders of that Company, and subject always to the terms of this Agreement. 8.2 The Shareholders shall procure that the Board of each Company meets not less than once every six (6) months and at such other times as either Shareholder shall request, at such venue as the Board may agree, having due regard to the Company’s tax residence, and that a written agenda specifying the matters to be raised at any Board meeting of that Company shall (either together with the notice convening the meeting or not less than fourteen (14) days prior to the date of the meeting) be sent to all Directors of that Company entitled to receive notice of such meeting, and that the Board of each Company gives proper and adequate consideration to any matters raised by any of the Shareholders at any meeting of that Board. 8.3 The quorum necessary for the transaction of business at any meeting of the Board of each Company shall be two (2) Directors, one of which shall be a Teekay Director and the other a CLNG Director and the Shareholders shall procure that at least one of its nominated Directors (or his alternate) shall be present in person or by proxy or by telephone conference as will be necessary to from a quorum at each meeting. A person who holds office as an alternate Director, shall, if his appointer is not present, be counted in a quorum. Any of the requirements of this Clause 8.3 may be waived by either Shareholder in relation to any meeting of the Board of any Company by its giving express notice in writing to that effect to that Company and the other such Shareholder. 8.4 At any meeting of the Board of any Company the Director or Directors nominated by a Shareholder attending such meeting (whatever the number of those Directors present) shall collectively have one vote for each share in the Joint Venture Company then held by the Shareholder which nominated him or them. Subject to Clause 10, such Company’s Constitution and to the requirements of any applicable law that the relevant resolution be passed by the shareholders of the Company, matters presented to the Board of a Company shall be approved upon receiving the affirmative vote of a simple majority of such vo...

Management of the Companies. Throughout the term of the Employment Agreements, Xxxxxxxx shall serve as the Chief Executive Officer of WRG and Xxxxxxx shall serve as Chief Executive Officer of DiscCo and Executive Vice President of DSH, respectively and as set forth in their respective Employment Agreements, and, subject to the provisions of Section 3.4 of this Agreement, shall have the authority and responsibility to manage the businesses of each of the Companies in their respective positions.

Management of the Companies. (a) The parties agree to modify the Amended Articles to give effect to the provisions of this Section 5.10. (b) So long as Buyer holds not less than twenty-five percent (25%) of the Asia Shares, Buyer shall be entitled to appoint and from time to time to replace one Director of Asia, and so long as Buyer holds not less than twelve and 745/1000 percent (12.745%) of the Trading Shares, Buyer shall be entitled to appoint and from time to time to replace one Director of Trading. (c) Each appointment and removal of its Director by Buyer shall be effected by notice sent to the relevant one of the Companies. (d) Buyer shall be responsible for and shall hold Seller, its Affiliates and the Companies harmless from and against any claim for damages asserted against Seller, its Affiliates or the Companies by its Director or losses incurred by Seller, its Affiliates or the Companies resulting from any and all acts or omissions of its Director other than acts or omissions agreed to by the Board of Directors. (e) Each Director may, in accordance with any subject to the Amended Articles, appoint an alternate to represent him at meetings of the Board which he is unable to attend. (f) Members of the Board may participate in and act at any meeting of the Board through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes.

Management of the Companies. The management of TW UK and UK Parent shall be carried out by the Officers and the Officers shall not be subject to any significant day to day responsibilities to Transworld.

Management of the Companies. As of the date hereof and until the Closing Date: (a) There shall not be any material changes having a significant effect on the financial or commercial situation, the assets or the operations of the Companies and the Guarantors are not aware of any event or modification likely to have such a consequence. (b) The Companies shall be managed in a careful and prudent manner and in a manner consistent with the previous management and according to the same methods as during previous fiscal years and shall have conducted only ordinary operations in the normal course of business. In particular they shall not have disposed of or acquired any tangible or intangible fixed assets, with the exception of those in the exhibits (EXHIBIT 2). (c) No dividend has been or shall be declared or distributed by the Companies and no profit of one of the Companies has been distributed and no share of any of the Companies has been redeemed or amortized directly or indirectly by any of them. (d) The Companies shall not make any commitment or obligation exceeding the normal course of business in accordance with past practice and for amounts and periods comparable with those of the commitments they made in the past. (e) The Companies shall not acquire or sell assets, or waive any receivable or right, or make any remission of debt, except in the normal course of business, and for sales of assets, in consideration for a price consistent with their real value. (f) The Companies shall not increase the salaries and shall not modify the terms of the employment contracts to which they are a party or the social benefits received by their employees and managers (except for the applicable general increases carried out pursuant to collective bargaining agreements). (g) The Companies shall not promise to increase the salaries, premiums or other benefits of any one of their employees or managers (except for the applicable general increases carried out pursuant to collective bargaining agreements).

Management of the Companies. Each Shareholder shall use its reasonable commercial efforts to ensure that the management and operation of the Companies shall be subject to the terms, conditions and obligations set forth in this Agreement.

Management of the Companies. Xxxxx Xxxxxxxxx (“Xxxxxxxxx”) may remain Chief Executive Officer of Borrower and Xxxxx XxXxxxx (“McMurty”) as the Chief Operating Officer of RNK (who, in such capacity, shall report directly to Dobrinsky); provided that, notwithstanding anything to the contrary contained in the Sixth Forbearance Agreement, unless and until a Forbearance Default occurs, Dobrinsky, in his capacity as Chief Executive Officer of the Borrower and McMurty in his capacity as Chief Operating Officer of RNK (i) shall no longer directly report to Xxxx Xxxxxx, the Strategic Advisor of the Companies (though McMurty shall continue to report to Dobrinsky) and (ii) shall have the power (upon consultation with Strategic Advisor) to direct and manage the Borrower and RNK, as applicable. Effective immediately upon the occurrence of a Forbearance Default, (i) Dobrinsky and McMurty shall resume reporting directly to Xxxx Xxxxxx and (ii) Xxxx Xxxxxx, as Strategic Advisor of the Companies, shall have full authority to direct, manage, perform, control, implement and make all decisions with respect to the Companies' financial, operational and managerial affairs, cost restructurings, personnel management, asset management and disposition, accounting function, bank and commercial relationship management, and all other aspects of the business, in each case, in such manner as the Strategic Advisor deems necessary or appropriate; provided that, the Strategic Advisor shall not have the authority to dismiss Xxxx Xxxx or Xxxxxx Xxxxxxxx.

Management of the Companies. On or prior to the date hereof, the Companies shall have removed Xxxxxxx Xxxx as Chief Strategic Officer of the Companies and shall have appointed Xxxxx XxXxxxx as Chief Operating Officer of RNK and Xxxxx Xxxxxxxxx as Chief Executive Officer of Wave, each of whom shall report directly to Xxxx Xxxxxx, the Strategic Advisor of the Companies. As the Strategic Advisor of the Companies, Xxxx Xxxxxx shall have full authority to direct, manage, perform, control, implement and make all decisions with respect to the Companies’ financial, operational and managerial affairs, cost restructurings, personnel management, asset management and disposition, accounting function, bank and commercial relationship management, and all other aspects of the business, in each case, in such manner as the Strategic Advisor deems necessary or appropriate; provided that, the Strategic Advisor shall not have the authority to dismiss Xxxx Xxxx or Xxxxxx Xxxxxxxx.

Management of the Companies. (a) The Board of Directors shall be responsible for establishing the overall policy and overall operating policies with respect to the business affairs of the Companies.

Management of the Companies