Common use of POWERS, DUTIES AND WORKING HOURS Clause in Contracts

POWERS, DUTIES AND WORKING HOURS. (a) During the continuance of his employment, the Executive shall: (i) unless prevented by ill health or other unavoidable cause, devote the whole of his working time and attention and abilities to his duties; (ii) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours to promote and maintain the interests and reputation of the Company and its Associated Companies; (iii) exercise such powers and perform such duties in relation to the business of the Company (and/or of its Associated Companies) as may from time to time be vested in or assigned to him by the Board. Such powers and duties may exceptionally fall outside the normal ambit of the Executive's position but will not be duties inappropriate to the Executive's status; (iv) comply with all reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (v) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom as the Company shall reasonably require from time to time, whether on a permanent or temporary basis; and (vi) travel to such places (whether within or outside the United Kingdom) in such manner and on such occasions as the Company may from time to time reasonably require. (i) The Executive's normal working hours shall be such hours as are appropriate to his position together with such additional hours as may be necessary for the proper performance of the Executive's duties. No payment will be made for any additional hours worked by the Executive. (ii) The Executive recognises that on account of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effect.

Appears in 2 contracts

Samples: Service Agreement (Eidos PLC), Service Agreement (Eidos PLC)

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POWERS, DUTIES AND WORKING HOURS. (a) 6.1 The Executive is required to work not less than 2.5 full time equivalent days per week to be determined by the Executive in a manner consistent with the fulfillment of his duties to the Company and the Board. 6.2 During the continuance of his employment, the Executive’s employment the Executive shall: (ia) unless prevented be flexible in his approach to work because of the nature of the Company’s business demands. The Executive shall carry out such duties and exercise such powers to manage and promote the interests of the Business of the Company or Group as may from time to time be assigned to him and at such place as determined by ill health or other unavoidable cause, devote the whole of his working time and attention and abilities to his dutiesCompany in accordance with Clause 4; (iib) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper proper, diligent, faithful and efficient manner and use his best endeavours to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiic) exercise such powers and perform such duties in relation report directly to the business of the Company (and/or of its Associated Companies) as may from time to time be vested in or assigned to him by the Board. Such powers Board and duties may exceptionally fall outside the normal ambit of the Executive's position but will not be duties inappropriate to the Executive's status; (iv) comply with all reasonable requests and directions from time to time given to him by the Board and, acting reasonably, keep the Board promptly and fully informed (in writing if requested) of the conduct of the Business or affairs of the Group and provide such explanations and information as the Board may require in connection with such Business or affairs; (d) do all in his power to promote, develop and protect the business of the Company or Group and at all times comply with all rules and regulations from time to time laid down by of the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (ve) refrain from making statements about the Group which he knows to be false or misleading; (f) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom as the Company shall reasonably require from time to time, whether on a permanent or temporary basis; and (vi) travel to such places (whether within or outside the United Kingdom) in such manner and on such occasions as the Company may from time to time reasonably require. (i) The Executive's normal working hours shall be such hours as are appropriate to his position together with such additional hours as may be necessary or appropriate from time to time in order for the proper performance of the Executive's Executive properly and effectively to carry out his duties. No payment will be made for In any additional hours worked by the Executive. (ii) The Executive recognises that on account of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 appliesevent, the Executive agrees accepts that if that understanding is incorrectby signing this Agreement, he hereby opts out has agreed that regulation 4 (i) of the 48Regulations shall not apply. The Executive accepts that such opt-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he out will give be for an indefinite period but may be terminated by the Executive giving three months' ’ written notice in writing of termination of the opt-out to that effectthe Company at any time.

Appears in 2 contracts

Samples: Service Agreement (Xenetic Biosciences, Inc.), Service Agreement (Xenetic Biosciences, Inc.)

POWERS, DUTIES AND WORKING HOURS. (a) 6.1 During the continuance of his employment, the Executive’s employment the Executive shall: (ia) unless prevented be flexible in his approach to work because of the nature of the Company’s business demands. The Executive shall carry out such duties and exercise such powers to manage and promote the interests of the Business of the Company or Group as may from time to time be vested, authorised, and delegated to him and at such place as determined by ill health or other unavoidable cause, devote the whole of his working time and attention and abilities to his dutiesCompany in accordance with Clause 4; (iib) well take all responsibility for the overall commercial development of the Company including in the areas of licensing and faithfully serve strategic transactions. The Executive will also take responsibility of fundraising activities for the Company; (c) subject to clause 16 (including for the avoidance of doubt the Executive’s other business interests referred to in Schedule A to the extent they are permitted by clause 16) devote 35 hours per week, plus such additional time as is necessary for the proper performance of his duties as Chief Executive Officer, to carrying out his duties hereunder and give the full benefit of his knowledge and skill to the Company and its any Associated Companies to the best of his ability and Company; (d) carry out his duties in a proper proper, diligent, faithful and efficient manner and use his best endeavours to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiie) exercise such powers and perform such duties in relation report directly to the business of the Company (and/or of its Associated Companies) as may from time to time be vested in or assigned to him by the Board. Such powers Board and duties may exceptionally fall outside the normal ambit of the Executive's position but will not be duties inappropriate to the Executive's status; (iv) comply with all reasonable requests and directions from time to time given to him by the Board and, acting reasonably, keep the Board promptly and fully informed (in writing if requested) of the conduct of the Business or affairs of the Group and provide such explanations and information as the Board may require in connection with such Business or affairs; (f) at all times comply with all rules and regulations from time to time laid down by of the Company concerning its employees which are consistent with this Agreement, including ; (g) refrain from making statements about the Company's Code of Conduct on share dealing in force Group which he knows to be false or misleading; (h) work such hours as may be necessary or appropriate from time to time in order for the Executive properly and effectively to carry out his duties. Both parties agree that the Executive is regarded as a “managing executive” for the purposes of the Regulations. In any event, the Executive accepts that by signing this Agreement, he has agreed that regulation 4 (i) of the Regulations shall not apply. The Executive accepts that such opt-out will be for an indefinite period but may be terminated by the Executive giving three months’ written notice of termination of the opt-out to the Company at any time;. (vi) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom as the Company shall reasonably require from time to time, whether on a permanent or temporary basis; and (vi) travel to such places (whether within or outside the United Kingdom) in such manner and on such occasions as the The Company may from time to time reasonably require. (i) The Executive's normal working hours shall be such hours as are appropriate appoint any other person to his position together with such additional hours as may be necessary for the proper performance of act on the Executive's duties. No payment will be made for any additional hours worked by ’s behalf in the Executive. (ii) The Executive recognises that on account of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties event that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes cannot perform his duties under this Agreement due to withdraw from that opt out, he will give three months' notice in writing to that effectIncapacity.

Appears in 2 contracts

Samples: Service Agreement (Xenetic Biosciences, Inc.), Service Agreement (Xenetic Biosciences, Inc.)

POWERS, DUTIES AND WORKING HOURS. (a) 4.1 During the continuance of his employment, Term the Executive shall: (ia) serve the Company in the capacity of Chief Financial Officer of the Company and shall serve any other member of the Group as required by the Board and shall in such capacity contribute to the overall policy making, management and business development of the Group as the Board may reasonably direct; (b) unless prevented by ill health or other unavoidable cause, accident devote the whole of his working time and time, attention and abilities exclusively and diligently to carrying out his dutiesduties hereunder; (iic) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours endeavors to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiid) exercise such powers and perform such duties in relation to the business and operations of the Company (and/or of its Associated Companies) Group as may from time to time be vested in or assigned to him by the Board. Such ; such powers and duties may exceptionally from time to time fall outside the normal ambit of the Executive's ’s position but will not be duties inappropriate to the Executive's ’s status; (ive) comply with all reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (vf) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom territory of Hong Kong and/or the PRC and/or any part of the world as the Company shall reasonably require from time to timetime and, whether on a permanent or temporary basis; andif the Company shall so require for this purpose, move to and reside at such location; (vig) travel to such places (whether within or outside the United Kingdomterritory of Hong Kong or the PRC) in such manner and on such occasions as the Company Group may from time to time reasonably require.; (h) ensure that the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all other U.S. securities laws, rules and regulations, including rules of the Designated Stock Exchange, from time to time in force are duly complied with by the Company; and (i) at all times keep the Board promptly and fully informed of all matters relating to or in connection with the performance of his duties in relation to the Company. 4.2 The Executive's ’s normal working hours shall be such hours as are appropriate from 9:00 a.m. to his position 5:30 p.m. Monday to Friday (inclusive) together with such additional hours outside those hours or on Saturdays or Sundays or during holidays as may be in the opinion of the Company are reasonably necessary for the proper performance of the Executive's ’s duties. No payment will be made for . 4.3 The Company may from time to time and at any additional hours worked time assign any title to the Executive and any other duties to the Executive in addition to or in substitution of any title then held by the ExecutiveExecutive and the duties (if any) then assigned to him. (ii) 4.4 The Executive recognises that on account shall be required to devote his full time, attention and abilities to his duties under this Agreement and to act in the best interests of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 all members of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effectGroup at all times.

Appears in 1 contract

Samples: Service Agreement (Pantheon Arizona Corp.)

POWERS, DUTIES AND WORKING HOURS. (a) 4.1 During the continuance of his employment, Term the Executive shall: (ia) serve the Company in the capacity of Chief Executive Officer – Beijing Division of the Company and shall serve any other member of the Group as required by the Board and shall in such capacity contribute to the overall policy making, management and business development of the Group as the Board may reasonably direct; (b) unless prevented by ill health or other unavoidable cause, accident devote the whole of his working time and time, attention and abilities exclusively and diligently to carrying out his dutiesduties hereunder; (iic) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours endeavors to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiid) exercise such powers and perform such duties in relation to the business and operations of the Company (and/or of its Associated Companies) Group as may from time to time be vested in or assigned to him by the Board. Such ; such powers and duties may exceptionally from time to time fall outside the normal ambit of the Executive's ’s position but will not be duties inappropriate to the Executive's ’s status; (ive) comply with all reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (vf) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom territory of Hong Kong and/or the PRC and/or any part of the world as the Company shall reasonably require from time to timetime and, whether on a permanent or temporary basis; andif the Company shall so require for this purpose, move to and reside at such location; (vig) travel to such places (whether within or outside the United Kingdomterritory of Hong Kong or the PRC) in such manner and on such occasions as the Company Group may from time to time reasonably require.; (h) ensure that the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all other U.S. securities laws, rules and regulations, including rules of the Designated Stock Exchange, from time to time in force are duly complied with by the Company; and (i) at all times keep the Board promptly and fully informed of all matters relating to or in connection with the performance of his duties in relation to the Company. 4.2 The Executive's ’s normal working hours shall be such hours as are appropriate from 9:00 a.m. to his position 5:30 p.m. Monday to Friday (inclusive) together with such additional hours outside those hours or on Saturdays or Sundays or during holidays as may be in the opinion of the Company are reasonably necessary for the proper performance of the Executive's ’s duties. No payment will be made for . 4.3 The Company may from time to time and at any additional hours worked time assign any title to the Executive and any other duties to the Executive in addition to or in substitution of any title then held by the ExecutiveExecutive and the duties (if any) then assigned to him. (ii) 4.4 The Executive recognises that on account shall be required to devote his full time, attention and abilities to his duties under this Agreement and to act in the best interests of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 all members of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effectGroup at all times.

Appears in 1 contract

Samples: Service Agreement (Pantheon Arizona Corp.)

POWERS, DUTIES AND WORKING HOURS. (a) 4.1 During the continuance of his employment, Term the Executive shall: (ia) serve the Company in the capacity of Chairman and Chief Executive Officer of the Company and shall serve any other member of the Group as required by the Board and shall in such capacity contribute to the overall policy making, management and business development of the Group as the Board may reasonably direct; (b) unless prevented by ill health or other unavoidable cause, accident devote the whole of his working time and time, attention and abilities exclusively and diligently to carrying out his dutiesduties hereunder; (iic) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours endeavors to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiid) exercise such powers and perform such duties in relation to the business and operations of the Company (and/or of its Associated Companies) Group as may from time to time be vested in or assigned to him by the Board. Such ; such powers and duties may exceptionally from time to time fall outside the normal ambit of the Executive's ’s position but will not be duties inappropriate to the Executive's ’s status; (ive) comply with all reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (vf) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom territory of Hong Kong and/or the PRC and/or any part of the world as the Company shall reasonably require from time to timetime and, whether on a permanent or temporary basis; andif the Company shall so require for this purpose, move to and reside at such location; (vig) travel to such places (whether within or outside the United Kingdomterritory of Hong Kong or the PRC) in such manner and on such occasions as the Company Group may from time to time reasonably require.; (h) ensure that the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all other U.S. securities laws, rules and regulations, including rules of the Designated Stock Exchange, from time to time in force are duly complied with by the Company; and (i) at all times keep the Board promptly and fully informed of all matters relating to or in connection with the performance of his duties in relation to the Company. 4.2 The Executive's ’s normal working hours shall be such hours as are appropriate from 9:00 a.m. to his position 5:30 p.m. Monday to Friday (inclusive) together with such additional hours outside those hours or on Saturdays or Sundays or during holidays as may be in the opinion of the Company are reasonably necessary for the proper performance of the Executive's ’s duties. No payment will be made for . 4.3 The Company may from time to time and at any additional hours worked time assign any title to the Executive and any other duties to the Executive in addition to or in substitution of any title then held by the ExecutiveExecutive and the duties (if any) then assigned to him. (ii) 4.4 The Executive recognises that on account shall be required to devote his full time, attention and abilities to his duties under this Agreement and to act in the best interests of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 all members of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effectGroup at all times.

Appears in 1 contract

Samples: Service Agreement (Pantheon Arizona Corp.)

POWERS, DUTIES AND WORKING HOURS. (a) During the continuance of his employment, employment the Executive shall: (i) unless prevented by ill health or other unavoidable cause, devote the whole of his working time and attention and abilities to his duties; (ii) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours to promote and maintain the interests and reputation of the Company and its Associated Companies; (iii) exercise such powers and perform such duties in relation to the business of the Company (and/or of its Associated Companies) as may from time to time be vested in or assigned to him by the Board. Such ; such powers and duties may exceptionally fall outside the normal ambit of the Executive's position but will not be duties inappropriate to the Executive's status; (iv) comply with all reasonable requests and directions from time to time given to him by the Board or such person as is nominated by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (v) work at the Company's offices at Wimbledon Xxxxxx XxxxxFerry House, 0 Xxxxxxxxx 00-00 Xxxx Xxxx, LondonXxxxxx, SW19 3RU London SW15 1PR or at such other location in the United Kingdom as the Company shall reasonably require from time to time, whether on a permanent or temporary basis; and (vi) travel to such places (whether within or outside the United Kingdom) in such manner and on such occasions as the Company may from time to time reasonably require. (ib) The Executive's normal working hours shall be such hours as are appropriate to his position together with such additional hours as may be necessary for the proper performance of the Executive's duties. No payment will be made for any additional hours worked by the Executive. (ii) The Executive recognises that on account of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effect.

Appears in 1 contract

Samples: Service Agreement (Eidos PLC)

POWERS, DUTIES AND WORKING HOURS. (a) 4.1 During the continuance of his employment, Term the Executive shall: (ia) serve the Company in the capacity of Chief Executive Officer – Guangdong Division of the Company and shall serve any other member of the Group as required by the Board and shall in such capacity contribute to the overall policy making, management and business development of the Group as the Board may reasonably direct; (b) unless prevented by ill health or other unavoidable cause, accident devote the whole of his working time and time, attention and abilities exclusively and diligently to carrying out his dutiesduties hereunder; (iic) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours endeavors to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiid) exercise such powers and perform such duties in relation to the business and operations of the Company (and/or of its Associated Companies) Group as may from time to time be vested in or assigned to him by the Board. Such ; such powers and duties may exceptionally from time to time fall outside the normal ambit of the Executive's ’s position but will not be duties inappropriate to the Executive's ’s status; (ive) comply with all reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (vf) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom territory of Hong Kong and/or the PRC and/or any part of the world as the Company shall reasonably require from time to timetime and, whether on a permanent or temporary basis; andif the Company shall so require for this purpose, move to and reside at such location; (vig) travel to such places (whether within or outside the United Kingdomterritory of Hong Kong or the PRC) in such manner and on such occasions as the Company Group may from time to time reasonably require.; (h) ensure that the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all other U.S. securities laws, rules and regulations, including rules of the Designated Stock Exchange, from time to time in force are duly complied with by the Company; and (i) at all times keep the Board promptly and fully informed of all matters relating to or in connection with the performance of his duties in relation to the Company. 4.2 The Executive's ’s normal working hours shall be such hours as are appropriate from 9:00 a.m. to his position 5:30 p.m. Monday to Friday (inclusive) together with such additional hours outside those hours or on Saturdays or Sundays or during holidays as may be in the opinion of the Company are reasonably necessary for the proper performance of the Executive's ’s duties. No payment will be made for . 4.3 The Company may from time to time and at any additional hours worked time assign any title to the Executive and any other duties to the Executive in addition to or in substitution of any title then held by the ExecutiveExecutive and the duties (if any) then assigned to him. (ii) 4.4 The Executive recognises that on account shall be required to devote his full time, attention and abilities to his duties under this Agreement and to act in the best interests of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 all members of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effectGroup at all times.

Appears in 1 contract

Samples: Service Agreement (Pantheon Arizona Corp.)

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POWERS, DUTIES AND WORKING HOURS. (a) 4.1 During the continuance of his employment, Term the Executive shall: (ia) serve the Company in the capacity of ________________ of the Company and shall serve any other member of the Group as required by the Board and shall in such capacity contribute to the overall policy making, management and business development of the Group as the Board may reasonably direct; (b) unless prevented by ill health or other unavoidable cause, accident devote the whole of his working time and time, attention and abilities exclusively and diligently to carrying out his dutiesduties hereunder; (iic) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours endeavors to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiid) exercise such powers and perform such duties in relation to the business and operations of the Company (and/or of its Associated Companies) Group as may from time to time be vested in or assigned to him by the Board. Such ; such powers and duties may exceptionally from time to time fall outside the normal ambit of the Executive's ’s position but will not be duties inappropriate to the Executive's ’s status; (ive) comply with all reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (vf) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom territory of Hong Kong and/or the PRC and/or any part of the world as the Company shall reasonably require from time to timetime and, whether on a permanent or temporary basis; andif the Company shall so require for this purpose, move to and reside at such location; (vig) travel to such places (whether within or outside the United Kingdomterritory of Hong Kong or the PRC) in such manner and on such occasions as the Company Group may from time to time reasonably require.; (h) ensure that the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all other U.S. securities laws, rules and regulations, including rules of the Designated Stock Exchange, from time to time in force are duly complied with by the Company; and (i) at all times keep the Board promptly and fully informed of all matters relating to or in connection with the performance of his duties in relation to the Company. 4.2 The Executive's ’s normal working hours shall be such hours as are appropriate from 9:00 a.m. to his position 5:30 p.m. Monday to Friday (inclusive) together with such additional hours outside those hours or on Saturdays or Sundays or during holidays as may be in the opinion of the Company are reasonably necessary for the proper performance of the Executive's ’s duties. No payment will be made for . 4.3 The Company may from time to time and at any additional hours worked time assign any title to the Executive and any other duties to the Executive in addition to or in substitution of any title then held by the ExecutiveExecutive and the duties (if any) then assigned to him. (ii) 4.4 The Executive recognises that on account shall be required to devote his full time, attention and abilities to his duties under this Agreement and to act in the best interests of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 all members of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effectGroup at all times.

Appears in 1 contract

Samples: Service Agreement (China Cord Blood Corp)

POWERS, DUTIES AND WORKING HOURS. (a) 3.1 During the continuance of his employmentthe Executive's employment hereunder, the Executive shallagrees to: (ia) be responsible for the organisation and operation of the Board including attending and chairing meetings of the Board and if required, serving as a director on the board of directors of any Subsidiary of the Company; (b) be responsible for the oversight of the operations of the SBS Group; (c) be responsible for strategic planning for the SBS Group and once such strategy has been approved by the Board, to liase with the Chief Executive Officer of SBS to ensure such strategic initiatives are implemented; (d) be responsible for financial issues relating to the SBS Group such as significant bank financing or capital market transactions; (e) unless prevented by ill health or other unavoidable causeaccident, devote the whole sufficient of his working time hours and attention and abilities to the carrying out of his dutiesduties hereunder; (iif) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours to promote and maintain the interests and reputation of the Company and its Associated CompaniesSBS Group; (iiig) exercise such powers and perform such other duties in relation to the business of the Company (and/or of its Associated Companies) SBS Group as may required by the Board from time to time be vested in or assigned to him by the Board. Such powers and duties may exceptionally fall outside the normal ambit of the Executive's position but will not be duties inappropriate to the Executive's status;time; and (ivh) comply with all other reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time;. (v) work at 3.2 The Executive shall report to the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at Board and shall keep the Board informed of the conduct of the affairs of the SBS Group for which he is responsible and shall provide such other location in the United Kingdom information and explanations as the Company shall reasonably require may be requested from time to time. 3.3 The Chief Executive Officer of the SBS Group will report to the Executive. 3.4 The Executive shall carry out his duties in Los Angeles, whether on a permanent USA, Luxembourg or temporary basis; and (vi) travel such other location as may be appropriate. The Company will provide the Executive with reasonable office accommodation, including secretarial assistance in both the United States of America and Europe, as it deems necessary during the period of the Appointment. The Executive will not be required to such places (whether within or outside perform any services in the United Kingdom. 3.5 The Executive may be required in pursuance of his duties: (a) in to work at such manner and on such occasions places as the Company Board may from time to time reasonably require.; and (ib) The Executive's normal working hours to travel to such places as the Board may from time to time reasonably require, it being acknowledged that the Executive shall not be such hours as are appropriate required to his position together with such additional hours as may be necessary live outside of London or Los Angeles for the proper performance an extended period of time without the Executive's duties. No payment will be made for any additional hours worked by the Executiveapproval. (ii) The Executive recognises that on account of his autonomous decision taking powers, the duration of his working time 3.6 If this Agreement is not measured renewed or predetermined and he therefore falls within the exemption set out in Regulation 20 of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 appliesextended, the Executive agrees may be engaged to provide consultancy services to the SBS Group on terms to be agreed provided, however, that if that understanding is incorrect, he hereby opts out neither the Company nor any other member of the 48-hour weekly limit in Regulation 4, and that if he wishes SBS Group shall be under any obligation to withdraw from that opt out, he will give three months' notice in writing retain the Executive as a consultant pursuant to that effectthis Section 3.6.

Appears in 1 contract

Samples: Service Agreement (SBS Broadcasting S A)

POWERS, DUTIES AND WORKING HOURS. (a) 4.1 During the continuance of his employment, Term the Executive shall: (ia) serve the Company in the capacity of Managing Director – China Region of the Company and shall serve any other member of the Group as required by the Board and shall in such capacity contribute to the overall policy making, management and business development of the Group as the Board may reasonably direct; (b) unless prevented by ill health or other unavoidable cause, accident devote the whole of his working time and time, attention and abilities exclusively and diligently to carrying out his dutiesduties hereunder; (iic) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours endeavors to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiid) exercise such powers and perform such duties in relation to the business and operations of the Company (and/or of its Associated Companies) Group as may from time to time be vested in or assigned to him by the Board. Such ; such powers and duties may exceptionally from time to time fall outside the normal ambit of the Executive's ’s position but will not be duties inappropriate to the Executive's ’s status; (ive) comply with all reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (vf) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom territory of Hong Kong and/or the PRC and/or any part of the world as the Company shall reasonably require from time to timetime and, whether on a permanent or temporary basis; andif the Company shall so require for this purpose, move to and reside at such location; (vig) travel to such places (whether within or outside the United Kingdomterritory of Hong Kong or the PRC) in such manner and on such occasions as the Company Group may from time to time reasonably require.; (h) ensure that the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all other U.S. securities laws, rules and regulations, including rules of the Designated Stock Exchange, from time to time in force are duly complied with by the Company; and (i) at all times keep the Board promptly and fully informed of all matters relating to or in connection with the performance of his duties in relation to the Company. 4.2 The Executive's ’s normal working hours shall be such hours as are appropriate from 9:00 a.m. to his position 5:30 p.m. Monday to Friday (inclusive) together with such additional hours outside those hours or on Saturdays or Sundays or during holidays as may be in the opinion of the Company are reasonably necessary for the proper performance of the Executive's ’s duties. No payment will be made for . 4.3 The Company may from time to time and at any additional hours worked time assign any title to the Executive and any other duties to the Executive in addition to or in substitution of any title then held by the ExecutiveExecutive and the duties (if any) then assigned to him. (ii) 4.4 The Executive recognises that on account shall be required to devote his full time, attention and abilities to his duties under this Agreement and to act in the best interests of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 all members of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effectGroup at all times.

Appears in 1 contract

Samples: Service Agreement (Pantheon Arizona Corp.)

POWERS, DUTIES AND WORKING HOURS. (a) 4.1 During the continuance of his employment, Term the Executive shall: (ia) serve the Company in the capacity of Chief Technology Officer of the Company and shall serve any other member of the Group as required by the Board and shall in such capacity contribute to the overall policy making, management and business development of the Group as the Board may reasonably direct; (b) unless prevented by ill health or other unavoidable cause, accident devote the whole of his working time and time, attention and abilities exclusively and diligently to carrying out his dutiesduties hereunder; (iic) well and faithfully serve the Company and its Associated Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours endeavors to promote and maintain the interests and reputation of the Company and its Associated CompaniesGroup; (iiid) exercise such powers and perform such duties in relation to the business and operations of the Company (and/or of its Associated Companies) Group as may from time to time be vested in or assigned to him by the Board. Such ; such powers and duties may exceptionally from time to time fall outside the normal ambit of the Executive's ’s position but will not be duties inappropriate to the Executive's ’s status; (ive) comply with all reasonable requests and directions from time to time given to him by the Board and comply with all rules and regulations from time to time laid down by the Company concerning its employees which are consistent with this Agreement, including the Company's Code of Conduct on share dealing in force from time to time; (vf) work at the Company's offices at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, London, SW19 3RU or at such other location in the United Kingdom territory of Hong Kong and/or the PRC and/or any part of the world as the Company shall reasonably require from time to timetime and, whether on a permanent or temporary basis; andif the Company shall so require for this purpose, move to and reside at such location; (vig) travel to such places (whether within or outside the United Kingdomterritory of Hong Kong or the PRC) in such manner and on such occasions as the Company Group may from time to time reasonably require.; (h) ensure that the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all other U.S. securities laws, rules and regulations, including rules of the Designated Stock Exchange, from time to time in force are duly complied with by the Company; and (i) at all times keep the Board promptly and fully informed of all matters relating to or in connection with the performance of his duties in relation to the Company. 4.2 The Executive's ’s normal working hours shall be such hours as are appropriate from 9:00 a.m. to his position 5:30 p.m. Monday to Friday (inclusive) together with such additional hours outside those hours or on Saturdays or Sundays or during holidays as may be in the opinion of the Company are reasonably necessary for the proper performance of the Executive's ’s duties. No payment will be made for . 4.3 The Company may from time to time and at any additional hours worked time assign any title to the Executive and any other duties to the Executive in addition to or in substitution of any title then held by the ExecutiveExecutive and the duties (if any) then assigned to him. (ii) 4.4 The Executive recognises that on account shall be required to devote his full time, attention and abilities to his duties under this Agreement and to act in the best interests of his autonomous decision taking powers, the duration of his working time is not measured or predetermined and he therefore falls within the exemption set out in Regulation 20 all members of the Working Time Regulations 1998 ("the Regulations") and is thereby excluded from such Regulations as are referred to in Regulation 20. Notwithstanding the understanding of the parties that the Executive is an employee in respect of whom the said Regulation 20 applies, the Executive agrees that if that understanding is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation 4, and that if he wishes to withdraw from that opt out, he will give three months' notice in writing to that effectGroup at all times.

Appears in 1 contract

Samples: Service Agreement (Pantheon Arizona Corp.)

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