Organizational Regulations definition
Examples of Organizational Regulations in a sentence
Prior to the Fountain Distribution, all necessary actions shall be taken to adopt the form of Articles of Association and Organizational Regulations as required by Section 1.05(c) of the Merger Agreement.
Notwithstanding anything in this Agreement to the contrary, (i) the modification or termination of any Shared Arrangement, and any transactions in connection therewith, shall be deemed to not be a Significant Action and (ii) the Seller acknowledges that actions taken under this Section 6.2 and Section 6.3 by the Company will be subject to Article V, Section 5(a) of the Company’s Board of Directors Organizational Regulations.
These Organizational Regulations shall enter into force on the date of adoption by the Board.
Upon declaring their interest, interested Directors may be counted in determining the presence of a quorum and, subject to these Organizational Regulations, may vote at a meeting of the Board or of a Committee thereof which considered or authorized the contract, transaction or arrangement.
Subject to the terms and conditions of the Articles of Association and Organizational Regulations of the Company (in each case, as in effect from time to time), the Company agrees to indemnify and hold Employee harmless to the fullest extent permitted by the laws of the United States, as in effect at the time of the subject act or omission.
The Treasurer shall have the oversight and control of the funds of the Company and shall have the power and authority to make and endorse notes, drafts and checks and other obligations necessary for the transaction of the business of the Company except as otherwise provided in these Organizational Regulations.
At all meetings of any Committee, a majority of its members (or one member, if the Committee is comprised of only one or two members) shall constitute a quorum for the transaction of business, and the act of a majority of the members present shall be the act of any such Committee, unless otherwise specifically provided by law, the Articles of Association or these Organizational Regulations.
In the event of any conflict or discrepancies between the provisions of this Agreement and the Articles, the Organizational Regulations or any other constitutive, organizational or governing documents of the Company, the provisions of this Agreement shall prevail to the extent such conflicts or discrepancies pertain to matters among the Parties.
Any Director may waive any notice required to be given by law or these Organizational Regulations, and the attendance of a Director at a meeting shall be deemed to be a waiver by such Director of notice of such meeting.
The Board shall be authorized to pass resolutions on all matters that are not reserved to the general meeting of shareholders or to other executive bodies by applicable law, the Articles of Association or these Organizational Regulations.