Supervisory Board. 16.1 The Parties shall procure that the supervisory board of the Company (the “Supervisory Board”) shall be composed of 3 (three) members, to be appointed by the general meeting of shareholders: – 1(one) of whom shall be appointed upon a binding nomination of the Investor; and, – 1(one) of whom shall be appointed upon a binding nomination of the Founders; and, – 1(one) of whom shall be appointed as an independent member recognised as an industry expert upon a binding nomination of the Investor together with the Founders. At the Closing Date, the following persons shall be nominated by the following Parties: • Mr. E.C.M. van Wezel as Supervisory Board member on behalf of the Investor;
A. Van Blitterswijk as Supervisory Board member on behalf of the Founders. The third, independent Supervisory Board member, shall be nominated as soon as reasonably possible.
16.2 Each of the Shareholders hereby agrees to Vote at the relevant general meetings of shareholders in favour of any binding nominations made in accordance with this Article 16, unless any candidate nominated cannot reasonably be regarded as an appropriate member of the Supervisory Board. Likewise each of the Shareholders hereby agrees to vote at the relevant general meeting of shareholders in favour of any proposals to suspend or dismiss a Supervisory Board member if such proposal is made by the same Party which is entitled to nominate candidates for the seat then held by such Supervisory Board member.
16.3 The Parties shall procure that the Supervisory Board shall meet at regular intervals, but at least quarterly. Votes may be rendered by power of attorney given by one Supervisory Board member to another member. The Parties agree that the Supervisory Board will adopt resolutions by a simple majority of the votes of the members present.
16.4 The Supervisory Board members shall receive reimbursement of all reasonable expenses incurred for their membership of the Supervisory Board.
16.5 To the extent allowed under applicable law, the Company shall indemnify and keep indemnified the members of the Supervisory Board from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs or expenses of any kind or nature whatsoever to which such member may become subject by reason of its/their status as member of the Supervisory Board, unless such liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs or expenses of any kind or nat...
Supervisory Board. 2.1 The Company shall have a Supervisory Board consisting of such a number of members as determined by the General Meeting of Shareholders. The Supervisory Board shall consist of at least five members. The Shareholders agree that they shall exercise their voting rights to ensure that the Supervisory Board shall at all times consist of:
2.1.1 one member, who shall be appointed on the basis of a binding nomination submitted by Gilde;
2.1.2 one member, who shall be appointed on the basis of a binding nomination submitted by Van Herk Biotech B.V.;
2.1.3 one member, who shall be independent from each of the Investors, SFN and the Founders, who shall be appointed on the basis of a binding nomination submitted by Van Herk Biotech B.V.;
2.1.4 one member, who shall be appointed on the basis of a binding nomination submitted by SFN;
2.1.5 one member, who shall be appointed on the basis of a binding nomination submitted by ING. In case ING nominates Xx Xxxxxx Lindenbergh, Mr Lindeobergh will act as Chairman of the Supervisory Board, always provided that the Supervisory Board may decide at any time that another person shall act as Chairman of the Supervisory Board;
2.1.6 one member, who shall be appointed on the basis of a binding nomination submitted by Debioinnovation; and
2.1.7 one member, who shall be appointed on the basis of a binding nomination submitted by Korys.
2.2 In case Xx Xxxxxxxxxxx ceases to be Chairman of the Supervisory Board, the General Meeting of Shareholders shall either (i) resolve that the Supervisory Board shall appoint a new Chairman of the Supervisory Board from among its members 2! (ii) appoint one new member of the Supervisory Board which member will serve as the Chairman of the Supervisory Board, always provided that any appointee pursuant to (i) or (ii) must be independent from each of the Investors, SFN and the Founders. For the avoidance of doubt, any nominee pursuant to Article 2.1 shall not be considered independent.
2.3 With respect to such appointments, the Shareholders shall vote their shares in favour of the appointment of the first person appearing on the relevant nomination. The Parties entitled to make a nomination in terms of Article 2.1 shall consult in good faith with the others before making any nomination, but for the avoidance of doubt shall ultimately be free to nominate any person they deem fit for the position.
2.4 Neither any member of the Supervisory Board nor any of the persons holding any of the observers seats on...
Supervisory Board. 3.1 Following the date hereof and subject to Clauses 3.2 and 3.3, Athyrium shall have the right to designate one person for nomination as a Supervisory Board member and to designate a replacement for such Supervisory Board member. Except to the extent prohibited by Applicable Law, the Company shall procure that the person who, in the future, will be designated by Athyrium as the Athyrium Supervisory Board Member shall be nominated for appointment by the General Meeting. Athyrium shall consult with the Company as to the identity of the Athyrium Supervisory Board Member, from time to time proposed to be appointed to the Supervisory Board by Athyrium, for the purpose of assessing the suitability of such person to serve as a member of the Supervisory Board. Any negative advice by the Company shall be based solely upon the experience, expertise and suitability of such person for his or her role as a Supervisory Board member. For the avoidance of doubt, it is hereby noted that the consultation right shall in no event be seen as a veto right for the Company and it is up to Athyrium’s sole discretion whether or not it will follow the Company’s advice. Such person need not be an Independent Supervisory Board Member. If the Athyrium Supervisory Board Member is to be replaced, the Company shall as soon as reasonably practicable convene a General Meeting for the appointment of a replacement.
3.2 Each of Athyrium, Norgine, and Korys hereby agrees to propose for nomination to the Supervisory Board one individual selected by each of Athyrium, Norgine, and Korys; provided, that, Athyrium’s right under this Clause 3 to designate for nomination a person as a Supervisory Board member and to propose replacements for the Athyrium Supervisory Board Member shall lapse upon the Athyrium Group directly or indirectly holding less than 15% of the aggregate Shares, and upon such occurrence Athyrium shall not have the right to designate any person for nomination by the Supervisory Board as a Supervisory Board member. Each of Athyrium, Norgine, and Korys agrees to vote in a manner consistent with the matters agreed to by each of Athyrium, Norgine, and Korys in this Clause 3.2 (including, for the avoidance of doubt, voting to appoint to the Supervisory Board the individuals selected for nomination).
3.3 Upon the shareholding in the Company of Athyrium falling below the threshold stated in Clause 3.2, Athyrium shall procure the resignation of its Supervisory Board member within ten Busin...
Supervisory Board. (1) A supervisory board shall be set up at the Investee Company if the Investor deems this necessary.
(2) The Investee Company undertakes to prepare rules of procedure for the management in conjunction with the supervisory board.
(3) The approval of the Investor shall be deemed given for all measures concerning which the Investor has a right of participation according to (S) 9 of this Agreement if its representative on the supervisory board has approved an appropriate resolution.
Supervisory Board. There is and has been no failure on the part of the Company or any member of the Company’s supervisory board and management board and officers, in their capacities as such, to comply with any applicable provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), and the listing rules of Nasdaq Stock Market LLC and FSE, including Section 402 of the Sxxxxxxx-Xxxxx Act related to loans, except for such noncompliance which is permitted due to requirements of the laws of the Federal Republic of Germany.
Supervisory Board. 6.2.1 The Supervisory Board shall consist of twelve (12) members, including its Chairman and Vice-Chairman, at least two-thirds (2/3) of which shall be elected by the General Meeting and, so long as required by law, one-third (1/3) of which shall be elected by the employees of the Company.
6.2.2 So long as the Slovak Party directly or indirectly holds one-third (1/3) or more of the Shares, the Slovak Party shall be entitled to nominate seven (7) candidates for election to the Supervisory Board and to recall each such nominee and propose an alternate nominee in his place, and as long as the Investors collectively hold at least forty eight point nine per cent (48.9%) of the Shares the Investors shall be entitled to nominate one (1) candidate for election to the Supervisory Board and to recall such nominee and propose an alternate nominee in his place and the Parties shall exercise their voting rights in order to procure the election or recall of each such nominee as the Slovak Party or the Investors, as the case may be, shall request.
6.2.3 So long as the Slovak Party, directly or indirectly holds more than ten per cent (10%) but less than one-third (1/3) of the Shares, the Slovak Party shall be entitled to nominate four (4) candidates for election to the Supervisory Board and to recall each such nominee and propose an alternate nominee in his place, and provided that the Investors collectively hold at least forty eight point nine per cent (48.9%) of the Shares, the Investors shall be entitled to nominate four (4) candidates for election to the Supervisory Board and to recall each such nominee and propose an alternate nominee in his place and the Parties shall exercise their voting rights in order to procure the election or recall of such nominees as the Slovak Party or the Investors, as the case may be, shall request.
6.2.4 So long as the Slovak Party directly or indirectly holds at least one-third (1/3) of the Shares and the Investors collectively hold at least forty eight point nine per cent (48.9%) of the Shares, the Chairman of the Supervisory Board shall be a member nominated by the Slovak Party and the Vice-Chairman of the Supervisory Board shall be a member nominated by the Investors.
Supervisory Board. In addition to the rules described in Section 6.2, the following rules apply:
6.3.1.1 Members
6.3.1.1.1 The Supervisory Board shall consist of one representative of each Party (hereinafter Supervisory Board Members), one representative of each Partner Organisation, the EU representative, a designated university advisor, and one representative of the Early Stage Researchers.
6.3.1.1.2 Each Supervisory Board Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters listed in Section 6.3.1.2. of this Consortium Agreement.
6.3.1.1.3 The chairperson for all meetings of the Supervisory Board shall be decided upon by the Supervisory Board Members at the first meeting of the Supervisory Board.
6.3.1.1.4 The Parties agree to abide by all decisions of the Supervisory Board. This does not prevent the Parties to submit a dispute to resolution in accordance with the provisions of Settlement of disputes in Section 13.8.
6.3.1.2 Decisions The Supervisory Board shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. In addition, all proposals made by the Executive Committee shall also be considered and decided upon by the Supervisory Board. The following decisions shall be taken by the Supervisory Board: Content, finances and intellectual property rights Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority Allocation of the “common pot” between the different Parties Changes to the Consortium Plan Modifications to Attachment 1 (Background Included) Additions to Attachment 4 (List of Third Parties for simplified transfer according to Section 8.2.2) Additions to Attachment 5 (Identified Affiliated Entities) Evolution of the consortium Entry of a new Party to the consortium and approval of the settlement on the conditions of the accession of such a new Party Withdrawal of a Party from the consortium and the approval of the settlement on the conditions of the withdrawal Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement Declaration of a Party to be a Defaulting Party Remedies to be performed by a Defaulting Party Termination of a Defaulting Party’s participation in the consortium and measures relating thereto Proposal to the Funding Authority for a change of the Coordinator Proposal to the Funding Authority for suspension of all or part of the Project Pr...
Supervisory Board. In addition to the rules in Section 6.2, the following rules shall apply:
6.3.2.1 Members The Supervisory Board shall consist of one representative of each Party, one representative of each Partner Organisation as listed in in section 4 of the Annex I to the GA, [and one ESR as representative of the ESRs] [and may also include any other stakeholders of relevance to the training programme, including those from the non-academic sector] appointed by the General Assembly (hereinafter Supervisory Members). The Coordinator shall chair all meetings of the Supervisory Board, unless decided otherwise by a majority of two-thirds.
6.3.2.2 Minutes of meetings Minutes of Supervisory Board meetings, once accepted, shall be sent by the chairperson to the General Assembly Members for information.
6.3.2.3 Tasks
6.3.2.3.1 The Supervisory Board shall prepare the meetings, propose decisions and prepare the agenda of the General Assembly according to Section 6.3.1.2.
6.3.2.3.2 It shall seek a consensus among the Parties.
6.3.2.3.3 The Supervisory Board shall be responsible for the proper execution and implementation of the decisions of the General Assembly.
6.3.2.3.4 The Supervisory Board shall monitor the effective and efficient implementation of the Project.
6.3.2.3.5 In addition, the Supervisory Board shall collect information at least every 6 months on the progress of the Project, examine that information to assess the compliance of the Project with the Consortium Plan and, if necessary, propose modifications of the Consortium Plan to the General Assembly.
6.3.2.3.6 The Supervisory Board shall: - agree on the Members of the Management Support Team, upon a proposal by the Coordinator - support the Coordinator in preparing meetings with the Funding Authority and in preparing related data and deliverables - prepare the content and timing of press releases and joint publications by the consortium or proposed by the Funding Authority in respect of the procedures of the Grant Agreement Article 29 - oversee the quality of the research training programme and ensure an adequate balance between scientific/technological and transferable skills training - ensure that the skills acquired by ESRs fulfil the needs of both academia and the non-academic sector in order to enhance the intersectoral employability of the ESRs - establish an active and continuous communication and exchange of best practice among the Parties, Partner Organisations, ESR and any stakeholders involved in the Proje...
Supervisory Board. (a) The supervision of the Company’s activity belongs to the supervisory board which is made up of three members of whom one shall be the Chairman, and another a substitute, all elected by the General Meeting (the “Supervisory Board”).
(b) The General Meeting can choose the Sole Supervisor system.
(c) One of the members and the substitute of the Supervisory Board will be auditors or an audit firm.
(d) The Sole Supervisor must be an auditor or an audit firm.
(e) The Supervisory Board shall meet, at least, once every three months.
Supervisory Board. (i) The Parties hereby acknowledge that, as of the date hereof, the Supervisory Board is composed of 15 members.
(ii) So long as Dentsu shall own, directly or indirectly, not less than 10% of the outstanding Publicis Shares, two Members of the Supervisory Board (as such number may be adjusted pursuant to clause (vii) below) shall be elected from among the slate of candidates designated by Dentsu (the “Dentsu Members”), one of the Dentsu Members so elected to be a representative director of Dentsu. Whether Dentsu owns the requisite percentage of Publicis Shares shall be determined, as of the Reference Date defined below, for the purposes of each shareholders’ meeting of Publicis for which the agenda prepared by the Directorate or the Supervisory Board, as the case may be, shall expressly include the election of one or more Members of the Supervisory Board (the “Election Meeting”). The chairperson of the Directorate (the “Chairperson of the Directorate”) or the chairperson of the Supervisory Board (the “Chairperson of the Supervisory Board”) shall give Dentsu notice of the CP and NP terms set forth in the numerator and denominator, respectively, of the formula that appears in clause (iii) below (the “Ownership Notice”) not later than 45 days before the scheduled date for the Election Meeting. “Reference Date” means the twentieth day following Dentsu’s receipt of the Ownership Notice if such twentieth day is a Business Day, and if it is not, the next succeeding Business Day.
