Management Provisions. Without limiting the actions that may be required, by applicable law or otherwise, to be approved by the Board of Directors, the parties expressly agree that, unless approved by a two-thirds vote of the Board of Directors, neither the Corporation nor any of its subsidiaries may take or agree to take, and no Stockholder shall cause the Corporation or any subsidiary to take or agree to take, any of the following actions:
Management Provisions. 3 1.3 Committees ................................................... 4 1.4
Management Provisions. The Trustee shall invest as it deems appropriate in any one or more money market demand accounts of the Bank or of any other bank, provided the accounts are fully insured by the FDIC and any excess above the insurance limit is collateralized by securities in accordance with Regulation 9.10(b) of the Comptroller of the Currency, 12 CFR 9.10 (b).
Management Provisions. (a) The Stockholders hereby agree that, in the event that and for so long as, Cue Paging Corporation ("Cue") and/or an "affiliate" thereof (as defined below) owns the required number of shares of the voting Stock in the Corporation, Cue shall be entitled to one seat on the Board of Directors of the Corporation and the Stockholders shall vote their respective Stock for the nominee to the Board designated by Cue. For purposes of the foregoing, the required number of shares to be owned by Cue and/or its affiliate shall be (a) 1200, during the first year this agreement is in effect, and (b) 4820, during all subsequent years, subject in each case to modification proportionate to any reverse stock split, stock redemption or other action reducing the number of outstanding shares of Stock.
Management Provisions. 11: It is HEREBY AGREED AND DECLARED between the parties hereto that so long as the Management Agreement shall be subsisting (i) the Lessor shall not be liable to deliver the covenant on the Lessors part contained in Clause 9.1 (1) hereof but (ii) the said covenant shall performed by the Management Company in exoneration of the Lessor and (iii) unless the Lessor shall otherwise direct the Lessee in writing the Lessee shall pay the Management Fee to the Management Company and (iv) the provisions contained in Clause 7 and Clause 9.1(1) and 9.2 hereof and Paragraph 1 of Part 3 of the Third Schedule hereto and Part 1 of the Fourth Schedule shall be construed and take effect as if the expression “the Lessor” wherever the same appears. Notices:
Management Provisions. 3 1.3 COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.4
Management Provisions. 4.1 The Parties will establish a Canada/ Xxxxxx Xxxxxx Island Fish Habitat Management Committee (“Committee”) consisting of the following members: • The Regional Director General, Gulf Region; the Area Director, Xxxxxx Xxxxxx Island; the Regional Director, Oceans and Science, and the Regional Manager, Oceans and Habitat, of the Department of Fisheries and Oceans will represent Canada as the officers designated to implement this MOU on behalf of Canada. • The Deputy Minister, the Director of Fish and Wildlife, the Director of Fisheries and Aquaculture and the Director of Water Resources of the Department of Fisheries, Aquaculture and Environment will be the officers designated to implement this MOU on behalf of Xxxxxx Xxxxxx Island.
Management Provisions. Management 5.1 Major Decisions 5.2 Management or Member Compensation 5.3 Time Devoted to the Company by Berrx 5.4 Reimbursement of Expenses 5.5
Management Provisions. Management 5.1 Major Decisions 5.2 Member Compensation 5.3 Reimbursement of Expenses 5.4 Reliance by Third Parties 5.5
Management Provisions. Management provisions in a shareholders or operating agreement are critical to enabling the Founders to continue to manage and control the operations of the Company. A corporation has several documents which impact management. The bylaws will set out the authority of each person, including the directors and officers which may include all of the Five C’s previously discussed. In addition, the provisions of the shareholders agreement or operating agreement can set forth any special management authority granted to one or more classes of shares or membership units. The shareholders agreement or operating agreement will also set forth authority agreements as to the selection of board members (in a limited liability company, you can keep the traditional hierarchy of a board of managers if desired or required by funders, but it is not that common). In Venture Capital financing it is common for the VC to request a seat on the Board of a corporation as a director more to monitor and advise than to exert control in any way. Those provisions are set out in the term sheet provided and in the final documents for the investment transaction. In addition to the bylaws and shareholders agreement or operating agreement, there are also employment term sheets or employment contracts with key persons which may also contain provisions relating to management authority or responsibilities. It is therefore incumbent on counsel to be sure that all relevant documents are checked and provisions included to be certain management of the company in its various capacities stays in the hands of those who have negotiated that right. An LLC can be established as a member-managed entity or as a manager-managed entity. As a startup’s decision making and power is often driven by ownership, it is more common that management is by the members to preserve each owner’s say in certain matters as a percentage of vote. There certainly can be an operating manager appointed for the day-to-day operations (or a board of managers as discussed above) and the flexibility of LLC’s permits titles, such as the Five C’s, to be given to employees/owners. As owners of an LLC are not traditional employees, but most often partners who are given draws rather than W-2 wages, the equivalent of an employment term sheet or contract would be a guaranteed payment agreement, which may also spell out the obligations and rights of the particular partner as to management. The LLC operating agreement, however, is the most rele...
