Subsidiary Governance. The Company and each Shareholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2. Each Shareholder agrees to vote its Ordinary Shares and to cause the members of the Board nominated by the Institutional Shareholders, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 in respect of any Subsidiary of the Company.
Subsidiary Governance. The Company and each Shareholder agree that the Quadrangle Entities and the CVC Entities shall have the right to designate a number of directors comprising the board of directors of each Subsidiary and each committee thereof that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to Section 2.01. Each Shareholder agrees to vote its Company Common Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.08 in respect of any Subsidiary.
Subsidiary Governance. (a) The Company shall procure that, at any shareholders meeting or meeting of the board of directors (or other similar corporate bodies) of the Subsidiaries, each individual acting as its representative in such meeting votes in accordance with the instructions given by the Board of Directors from time to time. To this effect the Parties shall procure that the Board of Directors duly decides in advance on such instructions to be given to the representatives.
(b) The parties agree that (i) New Acquisitions and Wireless Properties shall not be required to be kept and maintained as separate legal entities, and (ii) New Acquisitions and Wireless Properties may merge, consolidate or amalgamate, either between them or with any other Person, before or after the transfer to the Company of the Interest acquired in the New Acquisition or Wireless Property, as the case may be, provided that, prior to any of the same occurring and as a condition precedent thereto, the Board of Directors shall approve such action in accordance with Section 2.6(a)(Y)(ii) above and the Parties, after a non-binding proposal submitted by the Board of Directors, shall be required to agree in each specific case on the appropriate adjustments to be made to the division of assets on liquidation of the Company in terms of Section 4.3 below and to the Put in Section 5.6 below).
Subsidiary Governance. No subsidiary of the Company shall take any action without the approval of the Board to the extent approval of the Board would be required in the event such action was to be taken by the Company itself, including the requisite groups of directors whose approval would be required in the event such action was to be taken by the Company itself.
Subsidiary Governance. The Company and each Stockholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any NPTest Foreign Subsidiary and any NPTest Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2, including paragraph (d) of Section
Subsidiary Governance. The Board, acting on behalf of the Company, shall designate the directors to comprise the board of directors, managers or other similar governing body of each Subsidiary of the Company, if any such governing bodies shall be established by the Board in its discretion.
Subsidiary Governance. The Company and each Shareholder agree that the Board of Directors of Watford Re at the date hereof shall be comprised of the individuals who are serving as directors on the Board in accordance with this Agreement (including pursuant to Section 2.04) and, subject to Section 2.02, the bye-laws of Watford Re. After the date hereof, any vacancies shall be filled in accordance with this Agreement and subject to Section 2.02, the bye-laws of Watford Re.
Subsidiary Governance. Each of the Company and each Shareholder agrees that the board of directors of Opco and, upon transfer of the stock of License Co. to the Company, License Co. shall be comprised of the individuals who are serving on the Board in accordance with Section 2.01 and the board of directors of each other Subsidiary of the Company shall be comprised of the president of each of the Company and Nextel or, if so determined by the Board from time to time with respect to any such Subsidiary, by the same number of individuals then serving on the Board, which individuals shall be designated and subject to removal, and shall otherwise act, in the manner specified with respect to the Board in Section 2.01 through
Subsidiary Governance. If a subsidiary of Nevada JV is a limited liability company, it is the intent of the Members that such limited liability company be member- managed so that the Board can direct the business and affairs of, and make decisions for, such subsidiary. If a subsidiary of Nevada JV is a partnership, it is the intent of the Members that such partnership be managed so that Nevada JV, acting through the Board, can direct the business and affairs of, and make decisions for, such subsidiary either (i) as general partner of such partnership or (ii) through another subsidiary that shall serve as general partner of such partnership. If a subsidiary of Nevada JV is a corporation, manager-managed limited liability company or other type of Entity, Nevada JV shall take such actions as are necessary to ensure that the governance of each such subsidiary shall parallel the governance structure of the Board set forth in this Agreement.
Subsidiary Governance. The Parties shall form a joint policy with regard to any and all issues related with subsidiary governance. The Board of Directors of the Company shall nominate two nominees of Sonera and two nominees of Cukurova as the board members to represent the Company on the Turkcell board of directors. The Company’s representation in other Subsidiaries’ Boards shall be decided case by case.
