Matters for the board meetings at Completion Sample Clauses

Matters for the board meetings at Completion. 1. The Sellers shall cause a board meeting of the Company to be held at Completion at which the matters set out in Part 3 of Schedule 3 shall take place. 2. A resolution to register the transfer of the Sale Shares shall be passed at such board meeting of the Company, subject to the transfers being stamped at the cost of the Buyer. 3. All directors and the secretary of the Company shall resign from their offices and employment with the Company with effect from the end of the relevant board meeting, except for the following persons: (a) Xxxxxxxx Strike 4. A service agreement in the agreed form shall be entered into between Xxxxxxxx Strike and the Company. 5. The persons the Buyer nominates shall be appointed as directors and secretary of the Company (but not exceeding any maximum number of directors contained in the relevant Company’s articles of association). The appointments shall take effect at the end of the board meeting. 6. The address of the registered office of the Company shall be changed to the address required by the Buyer.
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Matters for the board meetings at Completion. The Sellers shall cause a board meeting of the Company and its Subsidiary to be held at Completion, at which the matters set out in this Part 3 of this Schedule 4 shall take place.
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Matters for the board meetings at Completion. 1. The Seller shall cause a board meeting of the Company to be held at Completion at which the following matters shall take place: (a) the approval of the registration of the transfer of the Sale Shares, subject only to the transfers being stamped at the cost of the Buyer;
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Matters for the board meetings at Completion. 1. The Sellers shall cause a board meeting of the Company to be held at Completion at which the matters set out in this Part 2 of Schedule 3 shall take place. 2. A unanimous resolution of all of the existing shareholders disapplying the provisions of the articles of association of the Company which oblige the sellers to offer the Sale Shares first to existing members. 3. A resolution to register the transfer of the Sale Shares shall be passed at such board meeting of the Company (subject only to the transfers being stamped at the cost of the Buyer). 4. All directors, secretaries and auditors of the Company shall resign from their offices and employment with the Company with effect from the end of the relevant board meeting and the following persons appointed: 1. Xx. Xxxxx Xxxxxxx Pegrum (Director) 2. Xx Xxxxx Xxxxxxx (Director) 3. Xx. Xxxxxxxx Xxxxx (Director) 4. Mr. Xxxxx Xxxx - Director 5. Mr. Xxxxxxx Xxxxx - Director 6. Xx. Xxxxx Xxxxxxxxxx - Director 7. Xx. Xxxxx Xxxxxx - Director 8. Mr. Xxxx Xxxxxx - Company Secretary 5. Service agreements in the agreed form shall be entered into by the Executive Directors. 6. The persons the Buyer nominates shall be appointed as directors and secretary of the Company. The appointments shall take effect at the end of the board meeting.
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Matters for the board meetings at Completion. The Management Sellers (other than Xxxxxxx) shall cause a board meeting of the Subsidiaries of the Company to be held at Completion at which the following matters shall take place:
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Matters for the board meetings at Completion. The Seller shall provide to the Buyer resolutions of board meetings of the Company, at which the following matters shall take place:
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Matters for the board meetings at Completion. 1. The Vendor shall cause a board meeting of the Company and its Subsidiary to be held at Completion, at which the matters set out in this Part 3 of this Schedule 3 shall take place. 2. A resolution to register the transfer of the Sale Shares shall be passed at such board meeting of the Company, subject to the transfer(s) being stamped at the cost of the Purchaser. 3. All directors, secretaries and auditors of the Company and its Subsidiary shall resign from their offices and employment with the Company or its Subsidiary with effect from the end of the relevant board meeting, except for Xxxxxxx Down and Xxxxx XxXxxxxxx who shall remain directors and employees of PEL. 4. The people the Purchaser nominates shall be appointed as directors and secretary of the Company and its Subsidiary (but not exceeding any maximum number of directors contained in the relevant company's articles of association). The appointments shall take effect at the end of the board meeting. 5. Xxxxx Xxxxxxxx shall be appointed as the new auditors of the Company and its Subsidiary. 6. All the existing instructions and authorities to bankers shall be revoked and replaced with new instructions and authorities to those banks in the form the Purchaser requires. 7. The situation of the registered office of the Company and its Subsidiary shall be changed to the situation required by the Purchaser. 8. The Company shall resolve to enter into the Loan Agreement with the Purchaser and to instruct the Purchaser to pay the whole of the sum of (pound)1,600,000 to be received thereunder by the Vendor as full and final discharge of the Intelek Debt. SCHEDULE 4 WARRANTIES
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Matters for the board meetings at Completion. The Seller shall cause a board meeting of the Company to be held at Completion at which the matters set out in this Part 3 of this Schedule 3 shall take place.
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Matters for the board meetings at Completion. 1. The Sellers shall cause a board meeting of the Company and each of the Subsidiaries to be held at Completion, at which the following matters will be dealt with. 2. A resolution to approve the registration of the transfers to the Buyer of the Sale Shares and the Minority Shares, together with any Option Shares or other shares in the capital of the Company issued or allotted pursuant to the exercise of Options immediately prior to, on, or after Completion, shall be passed at such board meeting of the Company, subject to the transfers being stamped at the cost of the Buyer. 3. All directors and secretaries of the Company and the Subsidiaries shall resign from their offices and employment with the Company or the Subsidiaries with effect from the end of the relevant board meeting, except for Dino Koutrouki, Xxxx XxXxxxx, Xxxx Hatherall, Xxxxxxx Xxxxx and Xxx Xxxxx who will resign as directors but remain employees of the Company. 4. The people the Buyer nominates shall be appointed as directors and secretary of the Company and the Subsidiaries (but not exceeding any maximum number of directors contained in the relevant company’s articles of association). The appointments shall take effect at the end of the board meeting.
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Related to Matters for the board meetings at Completion

  • PROCEEDINGS AT GENERAL MEETINGS No business shall be transacted at any meeting unless a quorum is present. A Member counts towards the quorum by being present either in person or by proxy. Two persons entitled to vote upon the business to be transacted, each being a Member or a proxy of a Member or a duly authorised representative of a Member organisation shall constitute a quorum.

  • Notice of Board Meetings Notice of Board meetings shall be given by the Chair or the Chair’s designee to each other Board Member by overnight courier service, email or other electronic transmission, or personal delivery. Notices shall be deemed to have been given: if given by courier service, when deposited with a courier service for overnight delivery with charges therefor prepaid or duly provided for; if given email or other electronic transmission, at the time of sending; and if given by personal delivery, at the time of delivery. Notices given by personal delivery may be in writing or oral. Written notices shall be sent to a Board Member at the postal address, email address or address for other electronic transmission, designated by him or her for that purpose or, if none has been so designated, at his or her last known residence or business address, email address or address for other electronic transmission. Except to the extent required by applicable law, no notice of any meeting of the Board need state the purposes of the meeting.

  • Recording Board Meetings Any person may record or broadcast an open Board meeting. Special requests to facilitate recording or broadcasting an open Board meeting, such as seating, writing surfaces, lighting, and access to electrical power, should be directed to the Superintendent at least 24 hours before the meeting. Recording meetings shall not distract or disturb Board members, other meeting participants, or members of the public. The Board President may designate a location for recording equipment, may restrict the movements of individuals who are using recording equipment, or may take such other steps as are deemed necessary to preserve decorum and facilitate the meeting. LEGAL REF.: 5 ILCS 120/2a, 120/2.02, 120/2.05, 120/2.06, and 120/7. 105 ILCS 5/10-6, 5/10-7, 5/10-12, and 5/10-16. CROSS REF.: 2:80 (Board Member Oath and Conduct), 2:150 (Committees), 2:200 (Types of School Board Meetings), 2:210 (Organizational Board of Education Meeting), 2:230 (Public Participation at Board of Education Meetings and Petitions to the Board) Adopted: August 4, 2020 The following procedures govern the verbatim audio recordings and minutes of Board of Education meetings that are closed to the public. Before any Board meeting: Arranges to have an audio recording device with extra recording tapes and a back-up audio recording device in the Board meeting room during every Board meeting regardless of whether a closed meeting is scheduled. Superintendent or designee The Board may close a portion of a public meeting without prior notice; it cannot, however, have a closed meeting unless it can record the session. Before a closed meeting: Board President or presiding officer On the closed meeting date: (1) convenes an open meeting, (2) requests a motion to adjourn into closed meeting making sure the reason for the meeting is identified in the motion, (3) takes a roll call vote, (4) asks that the minutes record the vote of each member present and the reason for the closed meeting with a citation to the specific exception contained in the Open Meetings Act (OMA) authorizing the closed meeting (5 ILCS 120/2a), and (5) adjourns the open meeting. Before a closed Immediately before a closed meeting, tests and activates the audio meeting: recording device. Superintendent or

  • NOTICE OF GENERAL MEETINGS At least seven clear days’ notice in writing counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and the general nature of the business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit.

  • Board Meetings The Superintendent shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on the Superintendent's Contract, or the Superintendent's evaluation, or for purposes of resolving conflicts between individual Board members, or when the Board is acting in its capacity as a tribunal. In the event of illness or Board-approved absence, the Superintendent's designee shall attend such meetings.

  • Contract Negotiation Meetings When operational requirements permit, the Employer will grant leave without pay to an employee for the purpose of attending contract negotiation meetings on behalf of the Alliance. Preparatory Contract Negotiation Meetings

  • Open Meetings (a) All scheduled meetings of the Employer shall be open meetings, except in those cases where personnel, financial or other matters require that the meeting be considered confidential. (b) In those cases where a meeting is designated confidential, the Union shall be provided with a reason for such designation. (c) A designated member of the Union shall be provided a copy of the agenda and minutes of all open meetings. (d) Notwithstanding 18.04(b), any faculty member may request that an Union representative attend as an observer at meetings where the faculty member reasonably believes their working conditions under Article 12 will be affected. Management will be notified by the Union in advance of the meeting regarding their attendance at the meeting.

  • Membership Meetings At the request of the Union the University agrees to grant a two (2) hour period twice a calendar year for purposes of a regular membership meeting. The University agrees to grant time off from work without loss of pay to those Employees regularly scheduled to work during that time.

  • Review Meetings During the review meetings the Project Managers shall discuss progress made by the Contractor in the performance of this Contract. Each party shall provide a status report, as desired by a Project Manager, listing any problem or concern encountered since the last meeting. Records of such reports and other communications issued in writing during the course of Contract performance shall be maintained by each party.

  • ATTENDANCE AT MANDATORY MEETINGS/SCHOOL EVENTS Where an employee is required through clear direction by the board to attend work outside of regular working hours, the provisions of the local collective agreement regarding hours of work and compensation, including any relevant overtime/lieu time provisions, shall apply. Required attendance outside of regular working hours may include, but is not limited to school staff meetings, parent/teacher interviews, curriculum nights, Individual Education Plan and Identification Placement Review Committee meetings, and consultations with board professional staff.

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