Operational Governance Sample Clauses

Operational Governance. Operational governance consists of day-to-day management of the Services, issue resolution, and DIR Customer-specific technology decisions. Success of the governance model rests largely on managing operational governance, including resolving issues and making decisions, at the lowest possible level. Thus, the vast majority of issues are resolved through direct interaction between the DCS Service Providers and DIR Customers with DIR participation for some escalated issues as appropriate. This approach provides for good management practice, with individuals who have the greatest knowledge of the situation empowered to act, and enables the governance committees to focus on escalated issues and strategic decision making.
Sample 1Sample 2
AutoNDA by SimpleDocs
Operational Governance. Operational governance consists of day-to-day management of the Services, issue resolution, and Customer-specific technology decisions. Success of the governance model rests largely on managing operational governance, including resolving issues and making decisions, at the lowest possible level. Thus, the vast majority of issues are resolved through direct interaction between the Service Providers and Customers with DIR participation for some escalated issues as appropriate. This approach provides for good management practice, with individuals who have the greatest knowledge of the situation empowered to act, and enables the governance committees to focus on escalated issues and strategic decision making. MSI participation and effort in these meetings are a major component in the MSI account management responsibilities. Service Component Providers participate in these meetings as required, based on agenda topics.
Sample 1Sample 2
Operational Governance. The Authority shall appoint an overall Programme Manager who is responsible for agreeing the programme schedule, review and request change requests, technical approval, site sign off and payments. The Contractor shall appoint Programme Manager who is responsible to construct and manage the programme schedule, request, review and implement change requests, produce programme documentation and invoicing The Parties agree to hold a formal Monthly Programme of meetings at a venue to be agreed, covering the following areas risks and issue reporting, minutes, actions, timescales, and any other areas that are agreed. The meeting schedule may be increased in frequency during the early stages of programme upon mutual agreement of all parties.. The Parties agree to hold Operational meetings using an agreed teleconference facility with frequency to be agreed covering the following areas; progress and issues reporting, minutes, actions timescales Each prison to nominate a Single Point Of Contact Facilities Manager for installation arrangements and Operations Manager for operational acceptance with which CONTRACTOR Operations Manager will liaise directly Contractor shall provide a Monthly Invoicing Report to an agreed format, list of items below is for illustrative purposes only Line Item Amount Legacy Equipment Details Invoice Line Description Invoice Line Number Currency Code Order Date VAT Inclusion Flag VAT Rate List Price Number of Items Unit of Purchase** Unit of Purchase Quantity Price per Unit Contractor Product / Service Code Product description Geographical Project Code Project description Project Start Date Project Delivery Date (Estimate and Actual) Total project cost Project Stage The management information provided monthly will support the Key Performance Indicators (KPI). Delivery of the products to site, as per the agreed date and time, 98% of scheduled delivery dates hit. 100% of installations to be completed as agreed with the site representative. 100% of mainland emergency call outs to be within 4 hours response time as per the specification, with reasonable endeavours to be made to achieve this with the Isle of Wight. The full roll out programme shall not exceed a 2 year period.
Sample 1
Operational Governance. (1) The Board shall be responsible for carrying out the following operational governance functions:
Sample 1
Operational Governance. Operational governance consists of day-to-day management of the Services, issue resolution, and Customer-specific technology decisions. Success of the governance model rests largely on managing operational governance, including resolving issues and making decisions, at the lowest possible level. Thus, the vast majority of issues are resolved through direct interaction between the Service Providers and Customers with DIR participation for some escalated issues as appropriate. This approach provides for good management practice, with individuals who have the greatest knowledge of the situation empowered to act, and enables the governance committees to focus on escalated issues and strategic decision making. Multisourcing Service Integrator (MSI) participation and effort in these meetings are a major component in the MSI account management responsibilities. Service Component Providers participate in these meetings as required, based on agenda topics.
Sample 1
Operational Governance. The parties agree, within one month of contract date, to use commercially reasonable efforts to establish a program management plan (“PMO”) for the Contract. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. IN CONFIDENCE SCHEDULE 3 MODEL CLAUSES FOR DATA PROTECTION THIS SCHEDULE MUST BE COMPLETED AND SIGNED BY THE PARTIES. STANDARD CONTRACTUAL CLAUSES (PROCESSORS) For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection Name of the data exporting organisation: British Telecommunications plc, 00 Xxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX tel.: fax: ; e-mail: A company registered in England & Wales Number: (the data EXPORTER) and Name of the data importing organisations: [the Supplier] Tel: e-mail: fax: A company registered in England & Wales Number: [the Sub-Contractor if any] Address tel.: fax: ; e-mail: A company registered in [India] Number: (jointly and severally, the data IMPORTER) HAVE AGREED on the following contractual Clauses (the Clauses) in order to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
Sample 1
Operational Governance. The parties agree, within one month of contract date, to use commercially reasonable efforts to establish a program management plan ("PMO") for the Contract. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. IN CONFIDENCE SCHEDULE 3 MODEL CLAUSES FOR DATA PROTECTION THIS SCHEDULE MUST BE COMPLETED AND SIGNED BY THE PARTIES. STANDARD CONTRACTUAL CLAUSES (PROCESSORS) For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection Name of the data exporting organisation: British Telecommunications plc, 00 Xxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX tel.: _____________________ fax: _____________________;
Sample 1
AutoNDA by SimpleDocs
Operational Governance. 4.1 The Parties agree that the governance provisions of Schedule 8 (Transition and Transformation) shall apply in respect of Transition, Committed Transformation and Future Transformation activities undertaken pursuant to this Agreement.
Sample 1
Operational Governance. 2.1. The Managing Partner of Napa Broadcasting, LLC shall be responsible for all operations of NB and shall have full authority for the operations with respect to xxxxxxxxxxxxxxxx.xxx and Napa Broadcasting, LLC.
Sample 1

Related to Operational Governance

  • Corporate Governance Matters At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary as agreed between Parent and the Company, effective at the Effective Time.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:

  • Corporate Governance Ultimus shall provide the following services to the Trust and its Funds:

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • Governance Matters At Closing, the Company and the Bank will appoint each person nominated by each Lead Investor (each a “Board Representative”) as provided in this Section 4.18 to the Board of Directors, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). To the extent consistent with the requirement to stagger the terms of the directors of the Company, the Company and Bank will nominate the Board Representatives for election at the first annual meeting of shareholders following the Closing to the following terms: PIMCO Board Representative to a three year term; Patriot Board Representative to a two year term; and Xxxxxxxx Board Representative to a one year term. After such appointment or election of a Board Representative, so long as the Lead Investor beneficially owns (as determined in accordance with Rule 13d-3 under the Exchange Act) 5.0% or more of the outstanding shares of Common Stock whether acquired upon conversion of the Non-Voting Common Stock, exercise of the Warrant or otherwise (and treating each outstanding share of Non-Voting Common Stock that is not a share of Common Stock as if it had converted into Common Stock and excluding as Common Stock beneficially owned, shares of Common Stock issuable under outstanding Warrants) (a “Qualifying Ownership Interest”), the Company will be required to recommend to its shareholders the election of such respective Lead Investor’s Board Representative at the Company’s annual meeting of shareholders, as applicable, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). If at any time a Lead Investor no longer beneficially owns Qualifying Ownership Interest, such Lead Investor will have no further rights under this Section 4.18, and, at the written request of the Board of Directors, shall use its reasonable best efforts to cause its Board Representative to resign from the Board of Directors within 15 calendar days thereafter. Each Lead Investor shall inform the Company if and when it ceases to hold a Qualifying Ownership Interest. Any Board Representative (including any successor nominee) duly selected in accordance with this Section 4.18 shall, subject to applicable law, be the Company’s and the Company’s Nominating and Governance Committee’s nominee to serve on the Board of Directors. The Company shall use all reasonable best efforts to have the Board Representative elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board of Directors. For only so long as the Lead Investor has the right to nominate a Board Representative pursuant to Section 4.18, such Lead Investor shall have the power to designate the Board Representative’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director. The Board of Directors will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating and Governance Committee’s nominee to serve on the Board of Directors, using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). Any Board Representative shall be entitled to the same cash compensation and participation in Company equity plans and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and each Board Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof, to the same extent as the other members of the Board of Directors. With respect to indemnification of any Board Representative, the Company agrees (i) that it is the indemnitor of first resort (i.e., its obligations to any Board Representative are primary and any obligation of the Lead Investors or their Affiliates (other than the Company) to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such person are secondary) with respect to any actions, costs, charges, losses, damages or expenses incurred or sustained in connection with the execution by such person of his or her duties as a director of the Company and (ii) that it irrevocably waives, relinquishes and releases the Lead Investors and their Affiliates from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Company shall notify each Board Representative of all regular and special meetings of the Board of Directors and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of which the Board Representative is a member in accordance with the Company’s bylaws as then in effect. The Company shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors concurrently as such materials are provided to the other members. At all times when the Lead Investor has the right to a Board Representative as provided in this Section 4.18, upon the written request of such Lead Investor and in lieu of such Lead Investor’s nomination of a Board Representative, such Lead Investor may appoint one individual to attend all meetings of the Board of Directors and all committees thereof (the “Observer”) and pursuant to this Section 4.18 hereof the board of directors of the Bank and all committees thereof, which individual shall be reasonably acceptable to the Board of Directors (such approval not to be unreasonably withheld or delayed); provided that the appointment by a Lead Investor of an Observer shall not prevent such Lead Investor from nominating a Board Representative in lieu of an Observer at a future time. The Observer shall not have any right to vote on any matter presented to the Board of Directors or any committee thereof. Subject to compliance with regulatory requirements, the Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board of Directors, shall provide each Observer with all written materials and other information given to members of the Board of Directors at the same time such materials and information are given to the members of the Board of Directors and shall permit each Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that (A) the Company or the Board of Directors shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (1) if doing so is, in the reasonable good faith judgment of the Company, after consultation with counsel, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors reasonably determines in good faith, after consultation with counsel, that attendance by the Observer would conflict with fiduciary or regulatory requirements under applicable law and (B) each Lead Investor shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer. Each Lead Investor covenants and agrees to hold all such information obtained from its Observer as provided in the prior sentence in confidence pursuant to the non-disclosure agreement entered into between the Company and such Lead Investor. So long as a Lead Investor has the right to appoint a Board Representative pursuant to this Section 4.18, such Lead Investor shall have the right to either nominate one person (the “Bank Board Representative”) to be elected or appointed as director to the board of directors of the Bank (the “Bank Board”) or to appoint one person to attend all meetings of the Bank Board and all committees thereof as an observer (the “Bank Board Observer”); provided that if a Lead Investor chooses to have a director of both the Company and the Bank it at all such times be the same individual; provided further the appointment by such Lead Investor of a Bank Board Observer shall not prevent such Lead Investor from nominating a Bank Board Representative in lieu of a Bank Board Observer at a future time. The obligations of the Company otherwise with respect to, and the conditions on the appointment and, if applicable, directorship of, each Bank Board Representative and each Bank Board Observer shall be substantially the same as those with respect to or applicable to the Board Representative and Observer, respectively. The rights of each Lead Investor described in this Section 4.18 shall be personal to such Lead Investor and the transfer, assignment and/or conveyance of said rights from such Lead Investor to any other person and/or entity (other than in connection with a transfer of Securities to an Affiliate) is prohibited and shall be void and of no force or effect.

  • Governing Plan This Agreement hereby incorporates by reference the Plan and all of the terms and conditions of the Plan as heretofore amended and as the same may be amended from time to time hereafter in accordance with the terms thereof, but no such subsequent amendment shall adversely affect the Optionee's rights under this Agreement and the Plan except as may be required by applicable law. The Optionee expressly acknowledges and agrees that the provisions of this Agreement are subject to the Plan; the terms of this Agreement shall in no manner limit or modify the controlling provisions of the Plan, and in case of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall be controlling and binding upon the parties hereto. The Optionee also hereby expressly acknowledges, represents and agrees as follows:

  • Operation of Parent’s Business (a) Except as set forth on Section 4.1 of the Parent Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period”) each of Parent and the Merger Sub shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws (including maintaining compliance in all material respects with the applicable listing and governance rules and regulations of Nasdaq) and the requirements of all Contracts that constitute Parent Material Contracts.

  • Operational Control Directing the operation of the Transmission Facilities Under ISO Operational Control to maintain these facilities in a reliable state, as defined by the Reliability Rules. The ISO shall approve operational decisions concerning these facilities, made by each Transmission Owner before the Transmission Owner implements those decisions. In accordance with ISO Procedures, the ISO shall direct each Transmission Owner to take certain actions to restore the system to the Normal State. Operational Control includes security monitoring, adjustment of generation and transmission resources, coordination and approval of changes in transmission status for maintenance, determination of changes in transmission status for reliability, coordination with other Control Areas, voltage reductions and Load Shedding, except that each Transmission Owner continues to physically operate and maintain its facilities.

Time is Money Join Law Insider Premium to draft better contracts faster.