Management of the Group. The Board shall be responsible for the overall direction and supervision of the business of the Group in accordance with the Strategic Plan, the Annual Contract, the Articles and this Agreement.
Management of the Group. Companies. Each relevant Investor shall be entitled to nominate and appoint the same number of directors to the board of directors (or similar body) of each Group Company other than the Company and HK Company, including but not limited to the WFOE, the Beijing Domestic Company, the Shenzhen Domestic Companies and the PRC Subsidiaries (each, a “Subsidiary Board”) as it is entitled to appoint to the board of HK Company, and the Parties shall make efforts, including but not limited to adopt relevant shareholder(s) resolutions, to procure that such nominee(s) are appointed to the relevant Subsidiary Board. Each Subsidiary Board shall consist of the same persons as constitute the board of HK Company from time to time, unless any Investor has not exercised its right to appoint directors to the Subsidiary Board as provided in this Section 8.7. The Company shall provide each Investor Observer copies of all notices and materials at the same time and in the same manner as the same are provided to the board of directors (or similar body) of each Group Company other than the Company and HK Company. The quorum of the meetings of the board of HK Company and/or any Subsidiary Board (which shall exist at the time of the voting as well as the attendance of the board meeting) shall refer to the quorum of the meetings of the Board as set forth in Section 8.3.
Management of the Group. (a) Unless otherwise agreed in writing by the Majority Investors and the Co-Investors, the management of the Group shall be headquartered in Abu Dhabi.
(b) Subject to the Board Reserved Matters and the Shareholder Reserved Matters the management team (headed by the Group CEO) are responsible for the ongoing operation of the Group in compliance with and consistent with the Annual Budget and the Business Plan.
(c) The Group CEO shall maintain a comprehensive and flexible dialogue with the Majority Investors and the Co-Investors and the Group CEO shall take instruction from the Managing Director on a regular basis regarding his ongoing operation and management of the Group.
(d) The Group CEO shall not be a member of the Board but may be invited to meetings of the Board from time to time to discuss certain matters.
Management of the Group. (a) The initial chief executive officer of the Group (the ”Chief Executive Officer”) shall be mutually agreed upon by the Shareholders. Thereafter, Rainbow Capital, following consultation with Coty in good faith, shall be entitled to designate the Chief Executive Officer. The Shareholders undertake to vote in favour of any appointment or removal of the Chief Executive Officer proposed by Rainbow Capital pursuant to this Clause 3.10(a).
(b) The initial chief financial officer of the Group (the “Chief Financial Officer”) shall be mutually agreed upon by the Shareholders. Thereafter, Rainbow Capital and Coty shall each have the right to review potential candidates for the role of the Chief Financial Officer of the Group and such appointment shall be made by the Bidco Board taking into account the recommendation of the Chief Executive Officer.
(c) The Parties agree that Management shall have control over the operational day-to-day activities of the Group and its business, subject to the Board Referral Matters, the Reserved Matters or any other matters reserved to the Board or the shareholders meeting pursuant to Law. The Bidco Board shall have the capacity to direct at any time the actions and operations of Management even if such actions or operations are not Reserved Matters or are day-to-day activities.
Management of the Group. 4.1. Xx. Xxxxxx shall deliver on [ September 30th, 2023] at the latest to the Purchaser (i) a duly signed amendment letter to the IP assignment deed dated January 26, 2022 to include one missing patent with respect to a “separator for movable furniture element” filed under number 20/06421 and (ii) a duly signed resignation letter effective as of September 30, 2023 from Xx. Xxxxxx’x or Xxxxxx’x duties as: ● Chairman (Président) of Vision Lite ● Member of the Strategic Committee (Conseil Stratégique) of Vision Lite ; and ● if any, director, member of a supervisory board or other management body of any Group Company; including confirmation by the leaving director, board, supervisory board or committee member that it does not, and will not, have any claim against the relevant Group Company or any of its Affiliates in connection with the exercise or termination of its respective duties and that the relevant Group Company and its respective Affiliates do not owe them any compensation or any other sum for any reason.
Management of the Group. 5.1 Immediately following the execution of this Agreement, the Board will hold one or more meetings to settle all organisational matters relating to the Group including the Group's day to day operations, management (including the terms of employment of the Officers) and accounting procedures, duties and responsibilities of the Officers, and appointment of the Management Committee as referred to in Clause 5.2.
5.2 5.2.1 Immediately after the execution of this Agreement, the Board will procure that the Management Committee is constituted and the Officers are appointed.
Management of the Group. 9.1.1 Save as otherwise set out in this Agreement, the management of the Company shall be vested in the Board who shall undertake and have exclusive responsibility for the management, operation and administration of the business and affairs of the Company. For the avoidance of doubt, the Board shall manage the Company to the exclusion of any other persons and no person may bind the Company other than (i) a Director acting in accordance with and subject to his/her fiduciary duties under applicable Laws and other requirements under applicable Laws and the Amended AoA; or (ii) the Asset Manager acting under or pursuant to the terms of the Asset Management Agreements or otherwise as authorised by the Board.
9.1.2 The Board shall have the power to do any and all acts necessary, convenient or incidental or for the furtherance of the Business, subject always to the provisions of Clause 8.
9.1.3 Each of APG and WOP SPV further agrees that:
(a) it shall use commercially reasonable effort to promote the success of the Business as a whole; and
(b) in the event that there is any matter in connection with the operation or management of the business of any of the Group Companies or the Approved Projects which (i) does not fall within the scope of Services (as defined under the relevant Asset Management Agreement); and (ii) will have any material impact on the development, management, operation, leasing, marketing or maintenance of any Approved Project (such a matter, an "Out-of-Scope Matter"), such matter shall be referred to the Board which shall determine in accordance with this Agreement if and how such Out-of-Scope Matter shall be carried out.
Management of the Group. Board composition of the Company
6.1 The total number of Board seats shall be eleven (11). Subject to Clause 6.5, the Board shall consist of five (5) VE Directors, four (4) NIP Directors and two (2) independent non-executive directors (each an "INED").
6.2 Subject to Clauses 6.3(a), 6.4(a), and 6.5, as of the Effective Date, the Board shall consist of the following: VE Directors: Mxxxx Xxx Kxxx Xx; Liwei Sun; Hxxx Xxxx; Yxxxxx Xx; and Lxx Xxxxx;
Management of the Group. Companies in the Interim Period
(i) Neither of Spig Holding and Ambienta shall sell, transfer, assign, dispose of or take any other action that would result in any Lien being created on the Shares;
(ii) Spig Holding shall cause the Company and SPIG USA not to sell, transfer, assign, dispose of or take any other action that would result in any Lien being created on any of the equity interests owned by the Company or SPIG USA in the Subsidiaries as set forth at Recital C; and
(iii) Spig Holding shall cause each of the Group Companies not to, without the prior written consent of the Purchaser pursuant to Section 6.2 (Consent of the Purchaser):
(a) take any action to amend its charter documents or by-laws or to change any of the accounting principles or practices (whether for financial accounting or Tax purposes) used by any Group Company;
(b) issue any stock, equity interest, bonds or other corporate securities or grant any option or issue any warrant to purchase or subscribe for any of such securities or issue any securities convertible into such securities, other than in connection with equity injections or shareholder loans to be made by the Sellers or any Group Company in order to finance the repayment of the existing Credit Facility Agreements, provided that any such shareholder loan shall be repaid on or prior to the Closing Date;
(c) declare, pay or distribute any dividends or reserves of any nature or repurchase or redeem any shares of its capital stock;
(d) pay, accrue or become liable for any management fees, performance bonuses or other bonuses to the Sellers, the Members of the Mosiewicz Family or any of their respective Affiliates, exception made for payment of salaries, bonuses or benefits made in the ordinary course of business, consistent with past practice and in compliance with existing agreements;
(e) create or incur any type of Lien of whatever nature on any of their respective assets or properties;
(f) sell, assign, transfer or lease out any of its assets, including any Intellectual Property, except for products and inventory sold in the ordinary course of business and except for forward purchases (acquisti a termine) of raw materials;
(g) acquire, merge or consolidate with or into any corporation or other entity or acquire any lines of business or divisions or material assets from any third party or enter into any kind of joint venture with any third party;
(h) incur any liability or debt to any third party in excess of Euro 500,000, oth...
Management of the Group. Each Controlling Shareholder acknowledges that the day to day management of the Group shall be the sole responsibility of the Board and recognises that any decision made by the Directors comprising the Board (including the Shareholder Directors) shall be made in accordance with the fiduciary duties of the Directors under English law, the Directors’ duties set out in the Companies Act and applicable rules of the FCA and Prudential Regulation Authority.
