Referral to Executive Officers and Executive Management Sample Clauses

Referral to Executive Officers and Executive Management. The JSC will refer any matter as to which the JSC cannot reach a consensus decision to the Executive Officers for resolution, which will include a written summary of the respective positions of the Parties. Such Executive Officers will use good faith efforts, in compliance with this Section 2.5.1, to resolve promptly such matter, which good faith efforts will include at least one meeting between such Executive Officers within 10 Business Days after the JSC’s submission of such matter to them, or such other reasonable time period upon which the Executive Officers mutually agree. If the Executive Officers are unable to reach unanimous agreement on any such matter within 60 days of the matter being presented to them, then: 2.5.1.1. except as required by applicable Laws, and subject to Section 2.5.1.3, Licensee will have final decision-making authority over any matter relating to the Development or Commercialization of the Licensed Products by or on behalf of Licensee for the Licensee Territory, provided that such decision will not materially adversely affect the Exploitation of the Licensed Products in the Eureka Territory; 2.5.1.2. except as required by applicable Laws, Eureka will have final decision- making authority over any matter to the extent relating to (a) the Exploitation of the Licensed Products by or on behalf of Eureka for the Eureka Territory or (b) the Manufacture of the Licensed Products for the Licensee Territory, provided that such decision will not materially adversely affect the Exploitation of the Licensed Products in the Licensee Territory; 2.5.1.3. Eureka will have final decision-making authority over: (a) any Clinical Trial involving a head-to-head comparison of a Licensed Product with another pharmaceutical product, including comparator trials; (b) any change in the dosing schedule for a Licensed Product; (c) any expansion of the label of a Licensed Product to include a new indication; (d) any Development regarding a High-Dose Trial; (e) any new formulation or new method of administration for a Licensed Product; and (f) any other Development matter that, in Eureka’s judgement based on reasonable rationale and written documentation, could have a detrimental impact on the Exploitation of a Licensed Product in and for the Eureka Territory.
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Referral to Executive Officers and Executive Management. If the JSC cannot reach a consensus decision under Section 2.7.1 (Referral to the JSC), then the matter will be referred to the Executive Officers within [**] of its determination under Section 2.7.1 (Referral to the JSC) that a consensus cannot be reached. If a matter is referred to the Executive Officers under this Section 2.7.2 (Referral to Executive Officers and Executive Management), then the JSC will submit in writing to their respective Executive Officers the respective positions of the Parties. Such Executive Officers will use good faith efforts to resolve such matter promptly, which good faith efforts will include at least [**] between such Executive Officers within [**] after such co-chairpersons’ submission of their respective positions on such matter to them.
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Referral to Executive Officers and Executive Management. The JSC may refer any matter as to which the JSC cannot reach a consensus decision to the Executive Officers for resolution. If the JSC does so, the JSC will submit in writing the respective positions of the Parties to their respective Executive Officers. Such Executive Officers will use good faith efforts, in compliance with this Section 2.3.1, to resolve promptly such matter, which good faith efforts will include at least [***] between such Executive Officers within [***] Business Days after the JSC’s submission of such matter to them. If the Executive Officers are unable to reach unanimous agreement on any such matter within [***] days of the matter being presented to them, then: (a) if the matter escalated by the JSC relates to the Exploitation of the Licensed Products in the Field of Use in the Kaken Territory (including Pricing Matters, the Initial Indication Development Plan, the CMC Work Plan and the Kaken Territory Commercialization Plan), Kaken will have final decision-making authority over such matter (other than with respect to the matters covered by (c)); provided, however, that Kaken shall not have final decision-making authority over matters relating to (i) the Manufacture of the Licensed Products in the Field of Use in the Kaken Territory unless and until Kaken takes over the Manufacture of the Licensed Products and (ii) the Global Development Plan; (b) if the matter escalated by the JSC relates to the Global Development Plan, to the extent not covered by clause (a) (other than with respect to the matters covered by (c)), XxxxXxx will have final decision-making authority over such matter; and (c) if the matter escalated by the JSC relates to (i) whether a decision, strategy or implementation of a strategy is consistent with the Harmonization Principle, or (ii) if the matter otherwise does not fall within those specified in either clause (a) or clause (b), the Executive Officers will submit their respective positions on such matter to be resolved by Expedited Arbitration. Notwithstanding anything herein to the contrary, no exercise of a Party’s decision-making authority on any matters may, without the other Party’s prior written consent, (i) result in a material increase in the other Party’s or its Related Parties’ obligations, costs or expenses, including expenditure of such Party’s resources, under this Agreement, the Initial Indication Development Plan, the CMC Work Plan or the Kaken Territory Commercialization Plan, (ii) unilaterally mod...
Sample 1

Related to Referral to Executive Officers and Executive Management

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Executive Officers To the knowledge of the Company, no executive officer or person nominated to become an executive officer of the Company (a) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding minor traffic violations) or (b) is or has been subject to any judgment or order of, the subject of any pending civil or administrative action by the Securities and Exchange Commission or any self-regulatory organization.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Executive Management The PH-MCO must include in its Executive Management structure: • A full-time Administrator with authority over the entire operation of the PH-MCO. • A full-time HealthChoices Program Manager to oversee the operation of the Agreement, if different than the Administrator. • A full-time Medical Director who is a current Pennsylvania-licensed physician. The Medical Director must be actively involved in all major clinical program components of the PH-MCO and directly participates in the oversight of the SNU, QM Department and UM Department. The Medical Director and his/her staff/consultant physicians must devote sufficient time to the PH-MCO to provide timely medical decisions, including after-hours consultation, as needed. • A full-time Pharmacy Director who is a current Pennsylvania-licensed pharmacist. The Pharmacy Director oversees the outpatient drug management and serves on the PH-MCO P&T Committee. • A Dental Director who is a current Pennsylvania-licensed Doctor of Dental Medicine or Doctor of Dental Surgery. The Dental Director may be a consultant or employee but must be available at a minimum of 30 hours per week. The Dental Director must be actively involved in all program components related to dental services including, but not limited to, dental provider recruitment strategy, assessment of dental network adequacy, providing oversight and strategic direction in the quality of dental services provided, actively engaged in the development and implementation of quality initiatives, and monitor the performance of the dental benefit manger if dental benefits are subcontracted. A full-time Director of Quality Management who is a Pennsylvania- licensed RN, physician or physician's assistant or is a Certified Professional in Healthcare Quality by the National Association for Healthcare Quality Certified in Healthcare Quality and Management by the American Board of Quality Assurance and Utilization Review Providers. The Director of Quality Management must be located in Pennsylvania and have experience in quality management and quality improvement. Sufficient local staffing under this position must be in place to meet QM Requirements. The primary functions of the Director of Quality Management position are: • Evaluate individual and systemic quality of care • Integrate quality throughout the organization • Implement process improvement • Resolve, track, and trend quality of care complaints • Develop and maintain a credentialed Provider network • A full-time CFO to oversee the budget and accounting systems implemented by the PH-MCO. The CFO must ensure the timeliness and accuracy of all financial reports. The CFO shall devote sufficient time and resources to responsibilities under this Agreement. • A full-time Information Systems Coordinator, who is responsible for the oversight of all information systems issues with the Department. The Information Systems Coordinator must have a good working knowledge of the PH-MCO's entire program and operation, as well as the technical expertise to answer questions related to the operation of the information system. • These full time positions must be solely dedicated to the PA HealthChoices Program.

  • Executive Offices The principal place of business and chief executive office of Borrower, and the office where Borrower will keep all records and files regarding the Collateral, is set forth on the cover page of this Agreement.

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • President and Chief Executive Officer The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

  • Liability for directors, officers or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Reporting Subawards and Executive Compensation a. Reporting of first-tier subawards.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

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