Reference to the Director Sample Clauses

Reference to the Director. If at any time the Ancillary Services Provider has a concern which is properly and reasonably founded that, in acting in accordance with any direction or instruction of the Executive Committee or the Chief Executive, it will breach one or more of its obligations under the Act or its Transmission Licence, then, if having discussed the matter with the Executive Committee the matter remains unresolved, the Ancillary Services Provider shall either comply with such direction or instruction or by notice in writing refer the same to the Director, such notice to set out in full the directions or instructions given to the Ancillary Services Provider and the grounds for such concern and to be copied to the Executive Committee. Pending any guidance from the Director in response to any such reference and, provided that the Director shall not express any view that such reference is misconceived, vexatious or in respect of an improperly or unreasonably founded concern, the Ancillary Services Provider shall not be liable to any of the other Parties for refusing to act in accordance with the relevant direction or instruction. If the Director shall express such a view, the Ancillary Services Provider shall be so liable.
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Reference to the Director. In the event of any dispute between the Executive Committee and the relevant Pool Member over whether such Pool Member has fulfilled the Scheme Admission Conditions the same may be referred by the Executive Committee or the relevant Pool Member to the Director for determination, whose determination shall be final and binding for all purposes.
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Reference to the Director. 3.5.1 If:- (a) any dispute shall arise between the Executive Committee and a New Party over whether the New Party has fulfilled the admission conditions relevant to it; or (b) the Executive Committee shall have failed to notify the New Party as provided in Clause 3.3 within the 60 day period therein specified, the issue of whether the New Party has fulfilled the admission conditions relevant to it may be referred by way of written application of the New Party, copied to the Executive Committee, to the Director for determination. The determination of the Director, which shall be made within 28 days after receipt of the said written application and shall be to the effect set out in paragraph (a) or (b) of Clause 3.5.2, shall be final and binding for all purposes. The Director shall publish reasons supporting his determination. (a) If the determination is to the effect that the New Party has fulfilled the said admission conditions, the New Party shall be admitted and the provisions of Clause 3.6 shall apply. (b) If the determination is to the effect that the New Party has not fulfilled the said admission conditions, the New Party's application for admission shall lapse and be of no effect and the New Party shall not be, and shall not be entitled to be, admitted as a Party consequent upon such application (but without prejudice to any new application it may make thereafter).
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Reference to the Director. If at any time the Settlement System Administrator has a concern which is properly and reasonably founded that, in acting in accordance with any requests of the Executive Committee or the Contract Manager or an individual Pool Member or any Order, it will breach one or more of NGC's obligations under the Act or NGC's Transmission Licence, then, if having discussed the matter with the Executive Committee the matter remains unresolved, the Settlement System Administrator shall either comply with such request or Order or by notice in writing refer the same to the Director, such notice to set out in full the request or be accompanied by a copy of the Order (as the case may be) given to the Settlement System Administrator and the grounds for such concern and to be copied to the Executive Committee and (if applicable) the individual Pool Member. Pending any guidance from the Director in response to any such reference and, provided that the Director shall not express any view that such reference is misconceived, vexatious or in respect of an improperly or unreasonably founded concern, the Settlement System Administrator shall not be liable to any of the other Parties for refusing to act in accordance with the relevant request or Order. If the Director shall express such a view, the Settlement System Administrator shall be so liable.
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Reference to the Director. If any dispute shall arise between the Executive Committee and any Pool Member: (a) as to whether the Executive Committee ought to have concluded that the conditions for the initiation of a Pool Civil Emergency Period in accordance with Clause 61.3.2 were satisfied either as a matter of fact or such that there was a Pool Civil Emergency within the spirit of the statement of intent set out at Clause 61.2.1; or (b) as to whether the Executive Committee ought or ought not to have exercised its right of veto pursuant to Clause 61.5.3(b) in
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Reference to the Director. If any person as is referred to in Clause 11.3.1 (a) shall dispute the calculation of or the number of Weighted Votes accorded to it in accordance with Clause 11.3.1, such person may refer such dispute to the Director for determination, whose determination as to the calculation of or the number of Weighted Votes to which such person shall be entitled shall be final and binding for all purposes of this Agreement.
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Reference to the Director. If any dispute shall arise between the Executive Committee and any Pool Member:- (a) as to whether the Executive Committee ought to have concluded that the conditions for the initiation of a Pool Civil Emergency Period in accordance with Clause 61.3.2 were satisfied either as a matter of fact or such that there was a Pool Civil Emergency within the spirit of the statement of intent set out at Clause 61.2.1; or (b) as to whether the Executive Committee ought or ought not to have exercised its right of veto pursuant to Clause 61.5.3(b) in respect of the commencement of a Pool Rules Civil Emergency Period; or (c) as to whether a Pool Rules Civil Emergency Period within a current and continuing Pool Civil Emergency Period ought or ought not to have been terminated by the Executive Committee in accordance with Clause 61.7.5, the dispute may be referred by notice of the dispute given in writing by the relevant Pool Member to the Director and as if such Pool Member were exercising a Dissentient Pool Member's right of appeal pursuant to Clause 13.5. The Director shall determine the matter within 60 days of receipt of such referral. Notice of any such referral shall be given to the Executive Committee at the same time that the dispute is so referred.
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Reference to the Director. If at any time the Grid Operator has a concern which is properly and reasonably founded that, in acting in accordance with any direction or instruction of the Executive Committee or the Chief Executive, it will breach one or more of its obligations under the Act or its Transmission Licence, then, if having discussed the matter with the Executive Committee the matter remains unresolved, the Grid Operator shall either comply with such direction or instruction or by notice in writing refer the same to the Director, such notice to set out in full the directions or instructions given to the Grid Operator and the grounds for such concern and to be copied to the Executive Committee. Pending any guidance from the Director in response to any such reference is misconceived, vexatious or in or in respect of an improperly or unreasonably founded concern, the Grid Operator shall not be liable to any of the other Parties for refusing to act in accordance with the relevant direction or instruction. If the Director shall express such a view, the Grid Operator shall be so liable.
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Related to Reference to the Director

  • Notice of Special Meetings It shall be sufficient notice to a Trustee of a special meeting to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

  • Attendance and Waiver of Notice Attendance by a Director at any meeting (in person, telephonically or by proxy) shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Notice of Special Matters The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

  • Determination of Voting Rights; Conduct and Adjournment of Meetings (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1502(2), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3) At any meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. If the Securities of such series are issuable in minimum denominations of less than $1,000, then a Holder of such a Security in a principal amount of less than $1,000 shall be entitled to a fraction of one vote which is equal to the fraction that the principal amount of such Security bears to $1,000. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice.

  • Director An Approved User who is generally a senior IT official of the Requester with the necessary expertise and authority to affirm the IT capacities at the Requester. The IT Director is expected to have the authority and capacity to ensure that the NIH Security Best Practices for Controlled-Access Data Subject to the NIH GDS Policy and the Requester’s IT security requirements and policies are followed by all of the Requester’s Approved Users.

  • Notice of Organizational Change Grantee will submit notice to the SUD email box, XxxxxxxxxXxxxx.Xxxxxxxxx@xxxx.xxxxx.xx.xx and Substance Use Xxxxxxxx@xxxx.xxxxx.xx.xx within ten (10) business days of any change to Xxxxxxx's name, contact information, organizational structure, such as merger, acquisition, or change in form of business, legal standing, or authority to do business in Texas.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Notice to Association When, at any formal step, the grievant is not represented by the Association, which cannot occur at the arbitration step, no solution shall be finally approved until the Association is given a statement in writing of the proposed solution and five (5) work days in which to file a response.

  • Certification of Meeting or Exceeding Tobacco-Free Workplace Policy Minimum Standards A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; ii. Designating the property to which this Policy applies as a "designated area,” which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency.

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