Regular Board Matters Sample Clauses

Regular Board Matters. The following matters shall require reference to and approval of the Board of Managers (although the following are not subject to approval by the Conflict Committee): (i) Adopting or amending in any material respect the annual business plan and the annual budget, including the capital expenditure budget; (ii) Commencing or settling any litigation where the amount sought (in the case of commencement) or the amount to be paid or received by the Company (in the case of settlement) exceeds US$3,000,000; provided, however, that in determining whether any such amount exceeds US$3,000,000, any amounts that are insured or subject to a third party indemnity shall be disregarded; provided, further, however, that the Board of Managers shall be given notice of any litigation or settlement (other than with respect to any matter which is subject to or involves any indemnity from Ciba Specialty Chemicals Holdings Inc. or any of its Affiliates) where the amount sought (in the case of commencement of litigation) or the amount to be paid or received by the Company (in the case of settlement) exceeds $10 million; (iii) Any change to the accounting policies of the Company that has the effect of materially altering the reported results of the Company (other than changes required by US GAAP); (iv) Amendment of (x) this Agreement (other than Section 5.15) or the Company's Certificate of Formation in any manner that would not have a material adverse effect on the rights attributable to the Interests of the Minority Investors that would be disproportionate (taking into account any disproportionality in the respective rights of the Minority Investors and Holdco 1 prior to such amendment) to the effect such amendment would have on the rights attributable to the Interest of Holdco 1 or (y) Section 5.15, subject in the case of this clause (y) to Section 5.15(f); (v) Proposed entry by the Company into any material joint venture, partnership or consortium; (vi) Any issuance of additional equity interests in the Company (including the issuance of any securities convertible into equity interests in the Company); (vii) Any redemption, repurchase, retirement or other acquisition for value of any equity interest in the Company; (viii) Adoption of audited accounts; and (ix) Appointing or removing any person as Chief Executive Officer, Chief Financial Officer or other member of the senior executive management of the Company.
Sample 1
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Related to Regular Board Matters

  • Vacancies and Newly Created Directorships Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

  • Regular Benefits The Executive shall also be entitled to participate in any and all employee benefit plans, medical insurance plans, life insurance plans, disability income plans, retirement plans, bonus incentive plans and other benefit plans from time to time in effect for senior executives of the Employer. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Employer and (iii) the discretion of the Board of Directors of the Employer or any administrative or other committee provided for in or contemplated by such plan.

  • Newly Created Directorships and Vacancies Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • School Board Rights Section 1. Inherent Managerial Rights: The exclusive representative recognizes that the School Board is not required to meet and negotiate on matters of inherent managerial policy, which include, but are not limited to, such areas of discretion or policy as the functions and programs of the employer, its overall budget, utilization of technology, the organizational structure and selection and direction and number of personnel.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Mandate of the Committee The mandate of the Education Worker Diverse and Inclusive Workforce Committee is to jointly explore and identify best practices that support diversity, equity, inclusion and to xxxxxx diverse and inclusive workforces reflective of Ontario’s diverse communities.

  • School Board Any reference to School Board or District in this Agreement shall mean the District and/or its designated officials.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

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