Board Governance Exceptions definition

Board Governance Exceptions means (i) the Unitholders’ rights to appoint Managers in Section 5.2 (Board Composition), (ii) EGI’s rights in Section 10.3 (Approved Sales), (iii) the Tax Matters Partner rights under Article IX, (iv) the Ventas consent rights in Section 5.11 (b) (Transactions with Unitholders) and (v) the Unitholder consent rights in Section 15.9 (Amendments).
Board Governance Exceptions means (a) those matters that by the express terms of this Agreement require the affirmative vote, consent or approval of the holders of the Required Interest, (b) the rights set forth in Section 5.2, (c) the consent rights set forth in Section 5.3, (d) the rights of the Tax Matters Partner set forth in Section 7.12 and (e) the consent rights set forth in Section 13.2.
Board Governance Exceptions means (a) those matters that by the express terms of this Agreement require the affirmative vote, consent or approval of the holders of the Required Interest, (b) the rights of the Investors set forth in Section 5.2, and (c) the consent rights set forth in Section 13.3.

Examples of Board Governance Exceptions in a sentence

  • As set forth in Section 5.1, the Board shall have the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company except for the Board Governance Exceptions.

  • The Unitholders holding the Required Interest may act with respect to the Board Governance Exceptions that require the affirmative vote, consent or approval of the holders of the Required Interest at a meeting (in person, telephonic or otherwise) at which the holders of the Required Interest are present and approve such action or by a written consent executed by the holders of the Required Interest.

  • The Unitholders shall not manage or control the business and affairs of the Company, but shall have the rights set forth with respect to such Unitholder in the Board Governance Exceptions.

  • As set forth in Section 5.1, the Board has sole right and authority to manage the Company’s business and affairs and make all decisions and take all actions for the Company except for the Board Governance Exceptions.

  • The only Unitholder meetings or actions will be with respect to the Board Governance Exceptions.

  • The Unitholders shall not manage or control the business and affairs of the Company, except with respect to the Board Governance Exceptions.

  • Subject to the Board Governance Exceptions, the Unitholders shall not manage or control the business and affairs of the Company.

  • The Unitholders may act with respect to the Board Governance Exceptions that require the affirmative vote, consent or approval of such Unitholders at a meeting (in person, telephonic or otherwise) at which the applicable Unitholders are present and approve such action or by a written consent executed by the applicable Unitholders.

  • As set forth in Section 5.1 of this Agreement, the Board shall have the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company, except for those matters that by the express terms of this Agreement require the affirmative vote, consent or approval of the Required Interest or as set forth in Section 14.2 (the "Board Governance Exceptions").

Related to Board Governance Exceptions

  • Governance “Governing” and “Governed” have meanings correlative thereto.

  • Nominating and Corporate Governance Committee means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Corporate governance annual disclosure means a report an insurer or insurance group files in accordance with the requirements of Chapter 16b, Corporate Governance Annual Disclosure Act.

  • New Corporate Governance Documents means the form of certificate or articles of incorporation, bylaws, limited liability company agreement, partnership agreement, or such other applicable formation documents (if any) of Reorganized Ascena, including any certificates of designation, each of which shall be included in the Plan Supplement.

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Governance Term Sheet means the Governance Term Sheet attached as Exhibit F to the Restructuring Support Agreement.

  • Governance Rights means all of a Member's rights as a member of the LLC other than Financial Rights.

  • Standards Board means the Professional Standards Board established pursuant to 14 Del.C. §1201.

  • Governance Committee means the Governance Committee of the Board.

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);

  • Local board means a school board, public utility, commission, transportation commission, public library board, board of park management, local board of health, board of commissioners of police, planning board, or any other board, commission, committee, body or local authority established or exercising any power or authority under any general or special Act with respect to any of the affairs or purposes, including school purposes, of the municipality or any part or parts thereof;

  • Academic Board means the Academic Board of the University College established under paragraph 13;

  • Boards means the Virginia Board of Medicine and the Virginia Board of Nursing.

  • School board means the governing board of directors of the local school district.

  • Parent Board means the board of directors of Parent.

  • Project Board means an advertisement displaying information with regard to the relevant contractor(s) and / or consultant(s) involved in the construction project and displayed on the construction site.

  • Governing board means the Fund's Board of Directors if the Fund is a corporation or the Fund's Board of Trustees if the Fund is a trust, or, where duly authorized, a competent committee thereof.

  • Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Company Board of Directors means the board of directors of the Company.

  • Board Policy means any and all policies adopted by the School Board and in effect at the time the RFP is published and as they may be amended from time to time (“Board Policy”). All Board Policies are incorporated by reference into this Solicitation and into all Proposals submitted by a Proposer.

  • Management Board means the management board of the Company.

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

  • Audit Committee means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • R.S. Board means the Board of Governors of the Federal Reserve System or any successor thereto.

  • Health Board means a Health Board established under section 2 of the National Health Service (Scotland) Act 1978;

  • Full Board means the authorized number of voting members of the Board of Education.