POWER OF DIRECTION Sample Clauses

POWER OF DIRECTION. 6.1 The Districts acknowledge that should the County, in its best estimate, be at risk of being unable to meet its landfill allowance level, as established in the Waste Emissions Trading Act, or of breaching its obligations to the PFI Contractor or any other statutory obligation, the County may use its Powers of Direction, as set out in the Environmental Protection Xxx 0000 and Waste Emissions Trading Xxx 0000, to direct the relevant District to dispose of Municipal Waste and to maintain, improve or expand their recycling schemes so that the County is not in breach of its landfill allowance level or other obligations. 6.2 In issuing a Direction the County shall comply with guidance issued by DEFRA in 2004, Guidance for Waste Authorities in Two-Tier Areas on the use of the Power of Direction in England or any subsequent guidance from DEFRA or the Secretary of State.
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POWER OF DIRECTION. 6.1 The Districts acknowledge that should the County, in its best estimate, be at risk of being unable to meet its landfill allowance level, as established in the Waste Emissions Trading Act, or of breaching its obligations to the PFI Contractor or any other statutory obligation, the County may use its Powers of Direction, as set out in the Environmental Protection Xxx 0000 and Waste Emissions Trading Xxx 0000, to direct the relevant District to dispose of Municipal Waste and to deliver waste in a state of separation to enable the County to meet its statutory obligations. 6.2 In issuing a Direction the County shall comply with guidance issued by DEFRA in 2004, Guidance for Waste Authorities in Two-Tier Areas on the use of the Power of Direction in England or any subsequent guidance from DEFRA or the Secretary of State, including paying a District appropriate amounts where a District is worse off as a result of implementing the Direction, and where the Direction exceeds the Districts own statutory targets.
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POWER OF DIRECTION. This Direction shall constitute an Amendment of said Trust Agreement, and said Trust Agreement is in all other respects hereby ratified and confirmed.
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POWER OF DIRECTION. It is understood and agreed by the parties hereto and by any person who may hereafter become a party hereto, that said Xxxxxxx will deal with said real estate and with any cash or other property assets of any kind which may come into possession or control of the Trustee only when authorized to do so in writing and that it will act (notwithstanding any change in the beneficiary or beneficiaries hereunder, unless otherwise directed in writing by the beneficiaries) on the written direction of: or on the written direction of such other person or persons as may be beneficiary or beneficiaries at the time, make deeds for, including deeds conveying title directly to a trust grantee, or otherwise deal with the title to said real estate, provided that, if any person now or hereafter expressly names as the person (or as one of the persons) having such power of written direction shall be a beneficiary hereunder and shall have assigned his or her beneficial interest herein, then no written direction of any such person given subsequent to the filing of such assignment with the Trustee shall be recognized without the consent thereto of his or her assignee; provided, however, that the Trustee shall not be required to enter into any personal obligation or liability in dealing with said land, or to make itself liable for any damages, costs, expenses, fines or penalties, or to deal with the title so long as any money is due to it hereunder. The Trustee shall not be required to inquire into the propriety of any such direction. Mortgages or trust deeds made and executed by the Trustee may include waiver of any and all rights of redemption from sale under.any order or decree of foreclosure or such mortgage or trust deed. The beneficiaries hereunder by written instrument delivered to the Trustee may revoke the foregoing power of direction and designate the persons thereafter to exercise the power. Such instrument shall be signed by all the beneficiaries. The trustee shall not be deemed a guarantor of any signature of any beneficiary and the trust shall have no duty to ascertain the genuineness of any signature other than through the exercise of reasonable care based upon land trust industry standards.
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POWER OF DIRECTION. The Trustee will deal with the said real estate or any cash or property or assets of any kind that may come into possession or control of the Trustee as Trustee hereunder only on the written direction of the party or parties designated herein as having the power of direction. Mortgages or trust deeds executed by the Trustee may include a waiver of any and all rights of redemption from sale under any order or decree of foreclosure or such mortgage or trust deed. Trustee may demand indemnificati on from the Power of Direction h olders or Beneficiaries before executing any instrument and may include exculpatory language in its own terms in any instrument it executes. The Trustee shall not be required to inquire into the propriety of any direction.
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POWER OF DIRECTION. It is understood and agreed to by the parties to this Agreement, and by any person who may hereafter become a party hereto, that the power of direction referred to in the General Provisions shall be in THIS AGREEMENT IS SUBJECT TO THE GENERAL PROVISIONS FOLLOWING THIS PAGE, WHICH ARE INCORPORATED HEREIN AND MADE A PART HEREOF BY REFERENCE.
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POWER OF DIRECTION. The Beneficiaries hereby appoint CAGM as the Holder of the Power of Direction. The Holder of the Power of Direction shall have the power to direct the Trustee (in writing in each instance) and to require the Trustee to perform any of the Trustee’s duties and powers. The Holder of the Power of Direction directs the Trustee and has the authority in its sole discretion to change the term of the Development Lease; the proposed development plan and the proposed Trust structure based on changing market conditions and/or requirements or limitations that may be imposed by lenders, government entities of third parties; and change the timing of the disbursement of the Net Proceeds.
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POWER OF DIRECTION. It is understood and agreed by the parties to this agreement and by any person who may hereafter acquire any interest in this trust that the power of direction referred to on the reverse side hereof shall be in: and shall remain therein, notwithstanding any change in the beneficiary or beneficiaries hereunder, unless changed in writing by the beneficiary or beneficiaries, acting in concert, as provided herein. The trustee shall receive for its services in accepting this trust and taking title hereunder an acceptance fee and in addition each year in advance for holding title an annual fee as determined by the trustee’s then current rate schedule and also its regular scheduled fees for executing deeds, mortgages or other instruments. It shall receive reasonable compensation for any special services which may be rendered by it and for taking and holding any other property which may hereafter be conveyed to it hereunder, which fees, charges and other compensation the beneficiaries jointly and severally agree to pay. If the value of the property is increased for any reason after the trustee has accepted title thereto, the trustee shall be entitled to a reasonable additional annual fee, in accordance with its schedule of fees for holding title to the property. Written inquiries, invoices, legal notices and other similar matters should be forwarded to: THIS AGREEMENT IS SUBJECT TO ADDITIONAL PROVISIONS SET FORTH ON THE FOLLOWING PAGES AND WHICH ARE HEREBY INCORPORATED HEREIN AND MADE A PART HEREOF BY REFERENCE. On the date above written the said beneficiaries have signed this Declaration of Trust and Trust Agreement in order to signify their consent to the terms hereof. Signature Printed Name Address City, State, Zip Date of Birth Phone Email Address Cell Phone Signature Printed Name Address City, State, Zip Date of Birth Phone Email Address Signature Cell Phone Printed Name Address City, State, Zip Date of Birth Phone Email Address Signature Cell Phone Printed Name Address City, State, Zip Date of Birth Phone Email Address Cell Phone
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Related to POWER OF DIRECTION

  • Letter of Direction Duly executed originals of a letter of direction from Borrower Representative addressed to Agent, on behalf of itself and Lenders, with respect to the disbursement on the Closing Date of the proceeds of the initial Revolving Credit Advance.

  • Number of Directors Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 28.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. 28.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 28.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. 29 Appointment and Removal of Directors 29.1 Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. 29.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. 29.3 After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. 29.4 Article 29.1 may only be amended by a Special Resolution passed by a majority of at least 90% of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution of all members.

  • POWERS AND DUTIES OF DIRECTORS Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Designation of Directors (a) Following the automatic conversion of all Class B Common Stock into Class A Common Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation: (i) the Board shall adopt an amendment to the Bylaws of the Company establishing nine as the number of directors which shall constitute the whole Board and (ii) the Class B Directors serving on the Board immediately preceding such conversion shall continue to serve on the Board as Class A Directors until their successors are duly elected and qualified or until their earlier death, resignation or removal. (b) From and after the automatic conversion of all Class B Stock into Class A Stock pursuant to subsection (c)(iii)(B) of Article FOURTH of the Certificate of Incorporation, at any time that Xxxxx Xxxxxxx or a Member Beneficially Owns one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock, such party shall have the option, in its sole discretion, to notify the Company of such party's designee or designees to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of stockholders of the Company held to elect directors. The Board or its nominating committee shall include such designee or designees in the slate of nominees to be recommended by the Board to the stockholders for election as a director or directors at the next meeting of the stockholders of the Company held to elect directors; PROVIDED, HOWEVER, that the maximum number of persons so designated by such party shall be equal to the result (rounded to the nearest whole number) of applying the following formula: (c) At any time a Person who has been designated by Apollo and is not otherwise a Person whose primary business is the design, construction, marketing and/or selling of single-family homes, townhomes and/or condominiums (an "ELIGIBLE HOLDER") Beneficially Owns, as the result of a transfer of Class A Common Stock or Class B Common Stock by Apollo to such Eligible Holder, one-ninth (1/9) or more of the total number of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, taken in the aggregate, such Eligible Holder shall have the option, in its sole discretion, to notify the Company of such Eligible Holder's designee to be included in the slate of nominees to be recommended by the Board to the stockholders for election as a director at the next meeting of stockholders of the Company held to elect directors, provided that such Eligible Holder continues to hold such number of shares through the date of such meeting. The Board or its nominating committee shall include such designee in the slate of nominees to be recommended by the Board to the stockholders for election as a director at the next meeting of the stockholders of the Company held to elect directors. Notwithstanding anything to the contrary contained herein, an Eligible Holder shall not be entitled to designate more than one such designee. Notwithstanding anything to the contrary contained herein, Apollo may designate only one Person as an Eligible Holder during the term of this Agreement; PROVIDED, HOWEVER, that nothing in this subsection 5(c) shall limit Apollo's other rights to designate directors in accordance with subsection 5(b). (d) In the event that a person nominated and elected to the Board pursuant to subsection 5(b) or 5(c) shall cease to serve as a director for any reason, a successor shall be designated and nominated in the same manner and procedure as such former director was designated and nominated pursuant to subsection 5(b) or 5(c). (e) With respect to any Class A Director seat on the Board which is not to be filled pursuant to subsections 5(b), 5(c) or 5(d), the Board shall recommend to the stockholders of the Company for election as a director any person designated by a majority of the Board to fill such seat. (f) Each party hereto shall take such action as may be required so that all Class A Common Stock Beneficially Owned by it and all its Affiliates are voted, at any meeting of the stockholders of the Company held to elect directors, for the persons nominated to the Board pursuant to subsection 5(b), 5(c), 5(d) or 5(e). Each party and all its Affiliates, as Class A Stockholders, shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all Class A Common Stock Beneficially Owned by such party and its Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings. (g) Upon request by Apollo, one of the directors designated by Apollo in accordance with subsection 5(b) shall (i) serve on the Compensation Committee of the Board so long as such director is an independent director under Delaware law (it being agreed that being an employee or otherwise a representative of Apollo shall not by itself disqualify any such director from being independent) and (ii) serve on the Executive Committee, if any, of the Board (it being agreed that the Company shall be under no obligation to establish an Executive Committee).

  • Vacancies Whenever a vacancy in the Board of Trustees shall occur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 2.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.

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