Management Representation. All parties shall appoint a minimum of 1 designated individual to represent the agency and manage their commitment to the partnership, as outlined above. Partner representatives are responsible for ensuring the commitments they make to the Collaboration on behalf of their own organisation can be fulfilled and provide feedback to their organisation on the business of Collaboration.
Management Representation. (a) Following the completion of the First Closing, subject to Section 6.2(b), so long as Buyer from time to time maintains the Initial Buyer Percentage, Buyer shall have the right to recommend the appointment of one senior, non-executive manager to Issuer. Following the completion of the Third Closing, subject to Section 6.2(b), so long as Buyer from time to time maintains the Step Three Buyer Percentage, Buyer shall have the right to recommend the appointment of a second senior manager to Issuer; provided, however, that for purposes of this Section 6.2, the Step Three Buyer Percentage shall be 19.9%. Issuer shall use all reasonable efforts to appoint Buyer recommended managers, and ensure that any such manager appointed shall, unless otherwise agreed by the parties, have equivalent rights and responsibilities as those of other senior managers of Issuer having the most senior title of an officer who is not included in the executive management of Issuer as executive management is listed in Issuer’s SEC filings. It is the understanding of the parties that such managers shall have the title of “Senior Vice President” and equivalent rights and responsibilities to those of other Senior Vice Presidents of Issuer, and that Buyer shall endeavor to recommend a qualified individual and shall consult with Issuer prior to making such recommendation final.
(b) For purposes of Section 6.2(a), Buyer shall be deemed to have maintained the Initial Buyer Percentage or the Step Three Buyer Percentage, as applicable, if from time to time the Buyer Percentage is less than the Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may be, by less than 1%. Without limiting the generality of the foregoing, in no event shall Buyer be deemed to have failed to maintain the Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may be, if, with respect to any Dilutive Event that decreases the Buyer Percentage to below the Initial Buyer Percentage or the Step Three Buyer Percentage, Buyer has provided a written notice to Issuer of its desire to acquire Additional Shares in accordance with Section 2.4(b).
Management Representation. The Board of Directors of the Company shall designate two (2) members of senior management as directors of the Company.
Management Representation. 9.1 In principle, the Partners shall manage and represent the Partnership jointly. In addition, to facilitate the management and the representation of the Partnership, the Partnership shall have one managing Partner (the “Managing Partner”). The Managing Partner shall be authorized to solely manage and represent the Partnership (allein geschäftsführungs- und vertretungsbefugt) within the Purpose. The Managing Partner shall be authorized to grant sub-powers of attorney and shall be fully released from the restrictions of section 181 German Civil Code. In order to facilitate the representation of the Partnership in accordance with the provisions of this section 9 and the other provisions of this Agreement, the Partners shall grant and maintain a separate power of attorney to the Managing Partner in the form as attached hereto as Annex 9.1 that shall without any further action being required automatically be newly granted from time to time in case of changes in the group of partners. The power of attorney shall not expire upon the death of the relevant principals. The Managing Partner shall be authorized to represent the Partnership and all of its Partners with regard to the following transactions and measures:
9.1.1 any disposal of or other disposition over the Partnership Assets, in particular the shares in the Company held by the Partnership (including in particular, but without limitation, the conclusion and execution of share sale and transfer agreements), in the event and to the extent that, under the Company’s Articles or any shareholders’ agreement relating to the Company, as the case may be, (i) the Partnership is obliged to the relevant disposal or other disposition, and/or (ii) the relevant disposal or other disposition has been requested from the Partnership unless such request is obviously unlawful or obviously contrary to the relevant agreement (offensichtlich vertragswidrig);
9.1.2 accession of new partners to the Partnership and agreement on the terms and conditions of such accession (in particular agreement on re-allocation, to the relevant new partner(s), of an amount of HSOP Assets then allocated to the Partner With Unallocated Asset Share (i.e. re-allocation, to the relevant new partner(s), of an absolute number of HSOP Shares then allocated to the Partner With Unallocated Asset Share)) including by way of the entering into a respective accession agreement (in particular in the form as attached hereto as Annex 9.1.2) and the subscription o...
Management Representation. 26.01 The Company agrees to furnish the Union with a list of names of supervisory personnel with whom the Union may have transactions in the administration of this Agreement, and will keep this list up to date.
Management Representation. At Business Group EWC meetings the Business Group will be represented by its senior management. At SCA Group EWC meetings SCA will be represented by its senior management.
Management Representation. MxXxxx acknowledges and represents that he has appointed Tour Talent as his exclusive management representative in this Agreement. Company and MxXxxx agree that Tour Talent shall be deemed to be the exclusive management representative of MxXxxx for the purposes of this Agreement and that all payments, notices, statements or other documents required or permitted to be given hereunder shall be sent directly to MxXxxx in care of Tour Talent at the address provided in Section 9.1 or as Tour Talent solely may otherwise direct.
Management Representation. The Section 7(i) annual report shall be transmitted to the other Corporations with a representation by the appropriate corporate officer in the following form: “The accompanying Section 7(i) annual report of (Corporation) for the fiscal year ended (date) was prepared under my supervision and direction. In connection therewith, I represent that to the best of my knowledge and belief:
(1) The accompanying report sets forth all information required to be presented by Article V, Section 3 of the Agreement dated among (the Corporations).
(2) Such information is presented fairly in accordance with the applicable provisions of the Agreement.
(3) (Except as described in the report,) There have been no matters coming to my attention that would require adjustment to any previously issued Section 7(i) annual report.
Management Representation. 1. Managing Director of the Fund Company is the personally liable partner MUNIA Mobilien-Verwaltungsgesellschaft mbH; it has sole power of representation of the Fund Company towards third parties. The Managing Partner is authorised to transfer the management to third parties partly or in total.
2. The Managing Partner is released from the limitations of Section 181 German Civil Code.
3. Acts exceeding the ordinary business according to Section 116 para. 1 German Commercial Code may only be performed by the Managing Partner with the consent of the advisory board (Beirat) or the partners. The ordinary course of business shall particularly include the following acts, provided that these acts are not explicitly subject to the consent of the advisory board:
(a) the acquisition of the ships “MS Maersk Belawan”, “MS Maersk Brisbane”, “MS Ankara” and “MS Maersk Barcelona”;
(b) the entering into and implementation of management contracts;
(c) the entering into of all contracts which are necessary for the operation of ships, especially purchase contracts, insurance policies, as well as hire and employment contracts;
(d) the entering into the an Agreement with MC Shipping re. an Opex and a Charter Guarantee in respect to the ships set forth in (a) above (“MC Agreement”);
(e) the entering into agreements providing for rights of first refusal in respect to the ships set forth in (a) above;
(f) the performance of repairs including the replacement of equipment which in any single case do not exceed USD 0.9 million as well as repairs of damages which are insured under existing insurance policies or which have to be compensated for by third parties;
(g) the entering into or assumption of the existing charter party with X.X. Xxxxxxx-Maersk A/S as well as the implementation and amend-ment of charter-parties;
(h) the chartering of ships for a term of up to six months;
(i) the entering into of loan agreements and security documents including the encumbrance of vessels with mortgages and the assignment of other objects;
(j) the entering into of marketing contracts and contracts with brokers, charter-party agent contracts, financing agency agreements, consulting contracts and concept agreements;
(k) the change of register and flag of vessels as well as any measures connected thereto;
(l) the execution of the option for tonnage taxation (§ 5a German Income Tax Act - Tonnage Tax)
(m) granting credits (e.g.: agreeing on credit periods);
(n) the entering into of administrative contr...
Management Representation. 8.1 The General Partner shall solely be entitled and shall have the sole responsibility to manage and represent the Partnership. The General Partner shall obtain the Advisory Board's approval for all business decisions which are of material importance to the Partnership, including, but not limited to, approval of the annual budget and the following matters:
8.1.1 sale or acquisition of a company, parts of a company, business (Betriebe) or parts of a business (Betriebsteile) or entering into, or termination of company lease agreements (Betriebspachtvertrage):
8.1.2 sale, acquisition or encumbrance of controlling interests in any other company or business:
8.1.3 taking up new area of business and activities or cessation of existing areas of business and activities;
8.1.4 entering into, amendment and termination of enterprise contracts (Unternehmensvertrage);
8.1.5 acquisition, sale and transfer, encumbrance and pledge of fixed assets, including real property, buildings and rights of real property nature (if the transaction value in each individual case is in excess of DM 500,000 (in words: Deutsche Xxxx five hundred thousand);
8.1.6 entering into or amending any contract with a value of more than DM 500,000 (in words: Deutsche Xxxx five hundred thousand);
8.1.7 taking up and granting of loans and credits, assumptions of guarantees, strict guarantees and other liabilities of similar nature if the transaction value in each case is in excess of DM 500,000 (in words: Deutsche Xxxx five hundred thousand);
8.2 The approval of the Advisory Board to be obtained pursuant to the foregoing may also be made in form of a general authorization for particular types of the aforementioned transactions and matters. Any such general authorization must precisely describe the transactions and matters in question as well as the purpose and the time frame in which they must be completed.
