Management Provisions. 3 1.3 Committees ................................................... 4 1.4
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:
(i) amend the Certificate of Incorporation or By-laws of the Corporation;
(ii) wind-up, liquidate, dissolve or reorganize the Corporation or adopt a plan or proposal contemplating any of the foregoing;
(iii) approve the annual budget of the Corporation for any fiscal year or approve any course of action which would cause the Corporation to materially deviate from its budget;
(iv) elect or remove Officers;
(v) change the level of compensation of or modify or terminate any written agreement with AAC, FJC, GPC, GMJ or TBJ;
(vi) issue securities of the Corporation including debt or equity securities, options, rights or warrants, or any other securities which are convertible into or exchangeable for shares of Common Stock of the Corporation;
(vii) register any securities of the Corporation;
(viii) borrow funds in excess of $5,000,000 or provide a guarantee in respect of the obligations of another person or request any waiver from a lender to the Corporation;
(ix) merge, consolidate or combine the Corporation with any person or sell substantially all of its assets;
(x) purchase, sell, lease, acquire or dispose of assets valued at $5,000,000 or more, including acquiring another company, division or line of business (other than matters provided for in the Corporation's annual budget approved in accordance with this Agreement);
(xi) declare or pay any dividends or any other distribution in respect of any securities of the Corporation or redeem, acquire or retire any securities of the Corporation;
(xii) make or commit to make during any fiscal year capital expenditures (other than capital expenditures provided for in the Corporation's annual budget approved in accordance with this Agreement) which, in the aggregate, exceed $5,000,000;
(xiii) create any committee of the Board of Directors or change a committee of the Board of Directors; and
(xiv) make any decision involving a matter referred to in (i) through (xiii), inclusive, relating to any subsidiary of the Corporation. Notwithstanding the foregoing, no further action or approval of the Board of Di...
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. 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 the Software Directors, the Corporation may not take or agree to take, and no Stockholder shall cause the Corporation to take or agree to take, any of the following actions:
(i) wind-up, liquidate, dissolve or reorganize the Corporation or adopt a plan or proposal contemplating any of the foregoing;
(ii) redeem shares of the Corporation's capital stock; or
(iii) merge, consolidate or combine the Corporation with any person or sell substantially all of its assets.
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. 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.
4.2 The Committee will meet annually or more frequently, as agreed to by the Parties, to fulfill the specific purposes of this MOU; namely to: ! Advise the signatories to this MOU and make appropriate recommendations to their respective governments; ! Establish sub-committees as required, and assign them specific duties; ! Provide for the development and delivery, where possible, of clear, consistent and comprehensive harmonized policies, standards, guidelines and procedures to ensure integrated conservation and protection of fish habitat; ! Co-ordinate communications between the parties and other relevant agencies; ! Oversee the implementation and ongoing delivery of short and long-term commitments and projects agreed to under this MOU; ! Monitor, and evaluate the implementation and ongoing delivery of this MOU; ! Pursue co-operative arrangements with all orders of government, First Nations, industry and other non-government organisations to advance the objectives of this MOU and provide for their input; ! Establish standing and ad hoc working groups or other mechanisms and allocate resources to carry out specific assignments including the implementation of joint projects to advance the objectives of this MOU.
4.3 The Committee will submit an annual report on the implementation of this MOU and on specific activities related to the administration and enforcement of the fish habitat provisions of the Fisheries Act and watercourse protection provisions of the Provincial Environmental Protection Act. The report will be sent to the Minister of Fisheries and Oceans and to the PEI Ministers responsible for Fisheries and Aquaculture, and Environment within one month after year-end. A year will be considered to run from April 1 to March...
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
Management Provisions. The Parties agree that after the Merger has been completed the management of Campofrío will be as follows:
(a) CEO: Xx. Xxxxxx Xxxxx Sharpe II
(b) Senior Management Team After the Merger has been completed, the new Board of Directors shall appoint a new Nominations and Remuneration Committee, which shall be determined following the same criteria than those applicable to the composition of the Board of Directors and in accordance with the internal corporate governance regulations. The Nominations and Remuneration Committee shall review and propose to the Board of Directors within the following 9 months after execution of the Merger a slate of candidates for the senior management team of the company.
Management Provisions. The Board will develop an attendance management policy, in consultation with the Union. A member shall have the right to representation at any formal meeting which is part of the Board’s attendance management system.
Management Provisions. 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:
