Managing Committee Sample Clauses

Managing Committee. The Members shall have responsibility for the management, supervision and control of the Company through its managing committee (the “Committee”), which shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and the Subsidiaries in its good-faith business judgment. No action shall be taken, nor shall obligations be incurred or amounts expended, by the Company without the unanimous consent of the members of the Committee, except to the extent expressly provided herein or otherwise delegated by the Committee. The day to day operations of the Senior Living Facilities shall be managed by the Property Manager or another Property Manager acceptable to the Committee, pursuant to the terms, conditions and limitations set forth in the Management Agreements. Subject to Section 6.3, the Committee shall at all times consist of four (4) members, two (2) of whom shall be appointed by CNL, and two (2) by ARC. Each Member may appoint an alternate for each member appointed by it to the Committee, who shall have all the powers of the Committee member in his absence or inability to serve. Each Member shall have the power to remove any member or alternative member of the Committee appointed by it, with or without cause, by delivering written notice of such removal to the Company and to the other Member in the manner required by Section 14.3. Vacancies on the Committee shall be filled by the Member that appointed the Committee member previously holding the position which is then vacant. Each Committee member shall be entitled to cast one (1) vote with respect to any decision made by the Committee, provided that the members who are actually present at a meeting of the Committee shall be entitled to cast the vote of the member not present who was appointed by the same Member as the member casting the vote. The Committee shall meet at least semiannually, upon thirty (30) days’ written notice to all members, at the offices of the Company or by conference call with the results confirmed in writing or by facsimile (unless such meeting shall be waived by all members thereof), or, in the event of an emergency, on the call of any two (2) Committee members upon two (2) Business Days’ notice to all Committee members by telephone, electronic mail, telex, telecopy or telegraph. An agenda for each meeting shall be prepared in advance by the Members in consultation with each other. A quorum shall be present at such meeting...

Managing Committee. 10.1 The Parties shall establish a Managing Committee hereunder, which shall consist of two (2) representatives from each of COOL TECHNOLOGIES and KEYOPTIONS. COOL TECHNOLOGIES and KEYOPTIONS may each from time-to-time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, by notice to the other Party. The goal of the Managing Committee is to provide focus and direction in order to leverage both company’s capabilities. 10.2 The Managing Committee shall meet at such times and places as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party through its Managing members, may call a meeting of the Managing Committee by giving written notice thereof to the members of the other Party. 10.3 If a disagreement arises between the Parties as to any matters within the scope of this Agreement, either Party may request a meeting of the Managing Committee, which will, in good faith, diligently seek to resolve the dispute. If the Managing Committee is unable to resolve the dispute, notwithstanding the exercise of good faith efforts, within thirty (30) days, then, unless otherwise agreed by the Parties, either Party may initiate formal filing of legal action against the other. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suffer irreparable harm without the initiation of such proceedings.

Managing Committee. Within thirty (30) days after the EFFECTIVE DATE, in order for the PARTIES to plan and manage the manufacturing and supply activities to be performed under this AGREEMENT and to facilitate communication between the PARTIES during the TERM, the PARTIES shall appoint a MANAGING COMMITTEE consisting of two (2) representatives from each of NEKTAR AL and COMPANY. The initial representatives are listed in Schedule V. Each PARTY may replace its representatives on the MANAGING COMMITTEE by prior written notice to the other PARTY. The MANAGING COMMITTEE shall be responsible for discussing in good faith and agreeing on issues relating to forecasting, capacity, contingency planning, and designation of the independent scientific and technical expert as provided for in Section 5.5.2 (collectively, the "MANAGING COMMITTEE ISSUES"). The MANAGING COMMITTEE ISSUES will be discussed and agreed between the parties only by members of the MANAGING COMMITTEE. Notwithstanding the foregoing, the MANAGING COMMITTEE shall have no right or power to amend the terms of this AGREEMENT or waive rights or obligations of the PARTIES hereunder. The MANAGING COMMITTEE shall meet at such times and places, in person or by telephone conferencing or other electronic communication, as provided for in this AGREEMENT and as it shall determine to carry out its responsibilities. The MANAGING COMMITTEE shall operate by consensus with representatives of NEKTAR AL having one (1) collective vote and representatives of COMPANY having one (1) collective vote. If a dispute arises regarding matters within the scope of responsibilities of the MANAGING COMMITTEE, and the MANAGING COMMITTEE fails to reach a consensus on its resolution within thirty (30) days of when the dispute was presented to the MANAGING COMMITTEE, then the dispute shall be referred to the senior management representatives of each PARTY.

Managing Committee. The Members agree that the management of the Company shall be vested in the Members, but that the Members shall appoint a Managing Committee annually for purposes of running the operations of the Company. The Managing Committee shall be the governing body for the Company, as provided herein. The number of members of the Managing Committee shall be set at five (5) members, with ARA entitled to appoint three (3) members and Partner being entitled to appoint two (2) members. Subject to the provisions hereof, each Member shall have the right to appoint and remove its representatives to the Managing Committee at any time subject solely to its discretion. Any member of the Managing Committee not designated in accordance with the foregoing procedure shall be chosen and removed by the Members pursuant to Section 5.10 hereof.

Managing Committee. All the business of this trust shall be managed and transacted, and all powers and duties of trustee shall be directed and controlled, by a managing committee, to be composed of persons who are required to be beneficiaries of this trust. All of the powers and duties of the managing committee may be exercised by a majority of the committee, with the same effect as if all had joined in. The members of the managing committee may make such rules and regulations they may deem necessary or proper respecting the time, place, and conduct of their meetings. For the time being and until their successors are elected or appointed, _________, _________, and _________ are appointed members of this committee. Any member of the managing committee now acting, or elected or appointed in the future, may resign at any time by giving xxxx' written notice of his or her intention to do so to the remaining members of the committee and to trustee. In case of a vacancy in the managing committee, resulting from death, resignation, disqualification, or other cause, the remaining members of the committee shall have full power to appoint a successor, provided that in all cases of appointment of new members of the committee, written notice is given to the trustee of the appointment. It is the intent here that there shall be at all times not less than two members of the committee, and that trustee shall have full knowledge at all times of the personnel of the managing committee. No appointment made under the provisions of this section shall become effective and binding until the same has been ratified and confirmed by an instrument in writing delivered to trustee, signed by holders owning in the aggregate not less than [two-thirds] of the shares. Until notified in writing of the death or resignation under the provisions here of a member for the time being of the managing committee, trustee is authorized to consider that person as still a member of the managing committee and may act accordingly under any or all of the provisions of this agreement.

Managing Committee. 4.1 Cool Tech and the Consortium shall establish a Managing Committee hereunder, which shall consist of two (2) representatives from each of Cool Tech and the Consortium. Cool Tech and the Consortium may each from time-to-time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, by notice to the other Party. The goal of the Managing Committee is to provide focus and direction in order to leverage both company’s capabilities and technologies. 4.2 It is among the objectives of the Parties to work together towards development and commercialization of Products by taking advantage of the respective technologies and other resources and assets of Cool Tech and the Consortium, on the terms and subject to the conditions of this Agreement, and to design, develop and implement the Products in a reasonably practicable fashion, subject however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties as determined by on-going or regular review. 4.3 The Managing Committee shall meet at such times and places as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic or Internet-based communication. Either Party through its Managing members, may call a meeting of the Managing Committee by giving written notice thereof to the members of the other Party. 4.4 The Managing Committee shall establish guidelines to govern the strategic activities, co- development and related activities of the Parties; the Managing Committee shall also establish such guidelines with respect to operational matters at such time as a Product is commercialized or in a pre-commercialized phase, as contemplated by this Agreement. 4.5 If a disagreement arises between the Parties as to any matters within the scope of this Agreement, either Party may request a meeting of the Managing Committee, which will, in good faith, diligently seek to resolve the dispute. If the Managing Committee is unable to resolve the dispute, notwithstanding the exercise of good faith efforts, within thirty (30) days, then, unless otherwise agreed by the Parties, either Party may initiate formal filing of legal action against the other. Notwithstanding the foregoing, either Party may initiate proceedings to seek injunctive relief before the time period otherwise required hereunder shall elapse, if such Party in good faith believes that it will suff...

Managing Committee. During the Term of this Agreement, certain decisions affecting the management of the Business will be made by a managing committee consisting of three members (the "Managing Committee").

Managing Committee. KEY PRESCRIBER MARKETING PLAN

Managing Committee. The day-to-day management of the trust will be vested in a Managing Committee, with Secretary, XXXX as Chairman, Chief Executive Officer of the Foundation as Secretary and five other persons to be nominated by the Government of India. The Managing Committee will appoint, as per the regulations of the Trust, necessary secretarial and professional staff to assist the Chief Executive Officer.

Managing Committee a) A Managing Committee will be created and will consist of one (1) representative of CLIENT and one (1) representative of CONSULTANT. b) The Managing Committee will meet daily to discuss payment of invoices, financing of accounts receivable, factoring and negotiations with suppliers and banks. Payments proposed to be made to vendors and suppliers and loans must be pre-approved by the mutual agreement of the Managing Committee. All decisions of the Managing Committee must be included in the minutes of the Managing Committee. c) The financial obligations and other agreements and covenants of CLIENT or its parent company, Lakeland Industries, Inc. (“Lakeland USA”) relating to Lakeland USA’s financing transaction with Alostar Bank, shall not be subject to review, discussion or decision by the Managing Committee and are not within the jurisdiction of the Managing Committee. Provisions between Lakeland USA and Alostar Bank included in the foregoing restriction, include, without limitation, the Tencate USD $500,000 exposure limit, the corporate capital expenditure limit and the restriction on cash advances from Lakeland USA to CLIENT. d) If the event of a disagreement among the representatives of the Managing Committee, the most conservative financial decision will be adopted. In the event of a continuing disagreement, the members shall use reasonable good faith efforts to resolve any such differences they may have. If they fail to resolve these differences, then the members shall jointly refer any disputes to the Arbitration and Mediation Center of the American Chamber of Commerce in Sao Paulo (AMCHAM), in accordance with Section 12 below. e) Named, herein, for representation on the Managing Committee, are: f) By CLIENT: Exxxxxx Xxxxxxx, registered with individual Taxpayers’ Roll CPF under 100.000.000-00, phone (00) 0000-0000, e-mail: exxxxxxxx@xxxxxxxx.xxx;