Common use of The Board Clause in Contracts

The Board. (a) The business and affairs of the Company will be managed by or under the direction of the Board, and the Board shall have all powers, subject to subsection (c) of this Section 4.1, and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company. (b) Without limiting the generality of subsection (a) of this Section 4.1, but subject to Section II.A.2.b of Article Fourth of the Certificate, subsection (c) of this Section 4.1 and Sections 4.5 and 4.10, the Board, and the committees thereof constituted in accordance with Article IV of the Bylaws and Section 4.5, will be responsible for directing the oversight of the management of the Company, including, without limitation, the following matters: (i) Hiring the Chief Executive Officer, Chief Financial Officer and the chief operating and administrative officers of the Company, evaluating their performance and planning for their succession; (ii) Establishing compensation and benefits policies and plans for employees of the Company, including profit sharing; (iii) Reviewing and approving Company strategies, the Business Plans and the Strategic Plan; (iv) Reviewing and approving significant external business opportunities for the Company, including, without limitation, acquisitions, mergers and divestitures; (v) Reviewing external and internal audits and management responses thereto; (vi) Approving dividends and distributions to Stockholders; (vii) Reviewing and approving policies of the Company in the areas of environmental responsibility, employee safety and health and community, government, employee and customer relations; and (viii) Reviewing and approving any individual capital expenditure in excess of $5 million. (c) Any action of the Board with respect to a Veto Matter shall be subject to the requirements of Section II.A.2.b of Article Fourth of the Certificate and Section 4.10 with respect to obtaining Stockholder approval in accordance therewith, and no such Veto Matter shall become effective until such approval, if required, has been obtained.

The Board. (a) 6.1 The business appointment, dismissal and affairs conduct of the Company will be managed by or under the direction of the Board, and the Board shall have all powers, subject to subsection (c) be regulated in accordance with this agreement and the Articles. 6.2 The maximum number of this Section 4.1, directors of the Board holding office at any one time shall be eight unless expressly agreed in advance by 4R. 6.3 The parties intend that meetings of the Board are convened and rights necessary, appropriate held at least once every three months. 6.4 For so long as it holds at least 5% or advisable to effectuate and carry out more of the purposes and business ordinary share capital of the Company. No Stockholder, BCS shall be entitled, by reason of its status as such, shall have any authority written notice to act for or bind the Company at its registered office or otherwise take part a duly convened meeting of the Directors, to appoint one person approved by the Directors (such approval not to be unreasonably withheld or delayed) as a Director and, by like notice, to remove any Director appointed by it under this clause 6.4 and appoint another such person as a Director in his place. 6.5 A Nominee Director shall be deemed to have been automatically removed as a Director pursuant to clause 6.4 if BCS ceases to hold at least 5% of the management ordinary share capital of the Company. (b) Without limiting 6.6 BCS shall fully and effectually indemnify and hold harmless the generality of subsection (a) of this Section 4.1Company from and against any and all claims, but subject to Section II.A.2.b of Article Fourth of the Certificateproceedings, subsection (c) of this Section 4.1 liability, cost, damage and Sections 4.5 and 4.10, the Board, and the committees thereof constituted in accordance with Article IV of the Bylaws and Section 4.5, will expense which may be responsible for directing the oversight of the management of the Company, including, without limitation, the following matters: (i) Hiring the Chief Executive Officer, Chief Financial Officer and the chief operating and administrative officers of the Company, evaluating their performance and planning for their succession; (ii) Establishing compensation and benefits policies and plans for employees of the Company, including profit sharing; (iii) Reviewing and approving Company strategies, the Business Plans and the Strategic Plan; (iv) Reviewing and approving significant external business opportunities for the Company, including, without limitation, acquisitions, mergers and divestitures; (v) Reviewing external and internal audits and management responses thereto; (vi) Approving dividends and distributions to Stockholders; (vii) Reviewing and approving policies of made or brought against or suffered or incurred by the Company in connection with any appointment or removal of a Nominee Director. 6.7 4R shall procure that no Group Company nor the areas Board nor any board of environmental responsibilitydirectors of any other Group Company shall take any decision or make any proposal in relation to any of the Reserved Matters without obtaining the prior written approval of BCS. 6.8 All transactions between 4R and the Group Companies in relation to the Finance Documents shall be conducted in good faith; 6.9 In exercising its rights under the Finance Documents, employee safety and health and community, government, employee and customer relations4R shall: 6.9.1 act bona fides; 6.9.2 not artificially take advantage of a technical breach of the Finance Documents which has no material substance; and (viii) Reviewing and approving any individual capital expenditure in excess of $5 million6.9.3 act with commercial justification. (c) Any action of the Board with respect 6.10 Each party shall do all things reasonably necessary and desirable to a Veto Matter shall be subject give effect to the requirements spirit and intention of Section II.A.2.b of Article Fourth of this agreement and the Certificate and Section 4.10 with respect to obtaining Stockholder approval in accordance therewith, and no such Veto Matter shall become effective until such approval, if required, has been obtainedFinance Documents.

The Board. (a) The business and affairs of the Company will be managed by or under the direction of the Board, and the Board shall have all powers, subject to subsection (c) of this Section 4.1, and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company. (b) Without limiting the generality of subsection (a) of this Section 4.1, but subject to Section II.A.2.b of Article Fourth of the New Certificate, subsection (c) of this Section 4.1 and Sections 4.5 and 4.10, the Board, and the committees thereof constituted in accordance with Article IV of the New Bylaws and Section 4.5, will be responsible for directing the oversight of the management of the Company, including, without limitation, the following matters: (i) Hiring the Chief Executive Officer, Chief Financial Officer and the chief operating and administrative officers of the Company, evaluating their performance and planning for their succession; (ii) Establishing compensation and benefits policies and plans for employees of the Company, including profit sharing; (iii) Reviewing and approving Company strategies, the Business Plans and the Strategic Plan; (iv) Reviewing and approving significant external business opportunities for the Company, including, without limitation, acquisitions, mergers and divestitures; (v) Reviewing external and internal audits and management responses thereto; (vi) Approving dividends and distributions to Stockholders; (vii) Reviewing and approving policies of the Company in the areas of environmental responsibility, employee safety and health and community, government, employee and customer relations; andand Table of Contents (viii) Reviewing and approving any individual capital expenditure in excess of $5 million. (c) Any action of the Board with respect to a Veto Matter shall be subject to the requirements of Section II.A.2.b of Article Fourth of the New Certificate and Section 4.10 with respect to obtaining Stockholder approval in accordance therewith, and no such Veto Matter shall become effective until such approval, if required, has been obtained.