Assistance to the Board Clause Samples

Assistance to the Board. The Minister shall, on request, provide assistance to the Board as to the application of existing provincial statutes, regulations and policies governing the management, use and harvesting of the lands and resources, including Fish and Wildlife, in the Resource Management Area, and such additional assistance as may be required by the Board, including prior consultation, review and advice on drafting of such resolutions as may be deemed appropriate by the Board, but such assistance or additional assistance shall not in any way imply or ensure approval by Manitoba.
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Assistance to the Board. PrepNet shall cooperate with the Board and, to the extent consistent with the Charter and applicable law, timely furnish the Board with all documents and information necessary for the Board to properly perform its responsibilities under this Agreement.
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Assistance to the Board. A. Throughout the search process, the Consultants will be available to counsel the Board about the search. The Consultant will assist the Board until the Board determines it has found the appropriate candidate for the position. In accordance with the search process schedule referred to in Article 2 above, the Consultants will provide the Board with a slate of at least five (5) candidates to be interviewed. B. In the event the slate of candidates identified by HYA for Board consideration fails to result in the selection of one of the candidates as Superintendent, the Board may request the submission of a second or third slate of semi-finalists. These semi-finalists will be selected by the Consultants from the results of its initial search effort. Alternatively, or following the review of a second, or at the option of the Board, a third slate of semi-finalist candidates, the Board may elect to have the Consultants conduct a completely new search. In such an event, the Consultants shall recruit without fee but with payment of expenses only, which may include any reasonable expenses related to travel, advertising, and correspondence (including secretarial services), postage and telephone costs, also the Consultants will recruit for expenses only if the initial search fails to produce a final candidate who accepts an offer of employment. C. If the Superintendent departs from the position during the first year and a majority of the Board by vote is still in place and departure is due to dissatisfaction and not personal or familial reasons, HYA will recruit new candidates for the Board at no additional cost barring travel, advertising, candidatesʼ expense, expenses in connection with the Consultants and the Board interviewing candidates and due diligence expenses. This does not apply to candidates who are not slated by HYA or recommended by HYA for Board consideration. D. It is understood and agreed that the Consultants will ensure complete and thorough primary and secondary reference checks for all candidates recommended for Board consideration of appointment as Superintendent. Counsel to the Board, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇., shall ensure that appropriate criminal, internet, and financial background investigations are conducted including verification of educational degrees. E. The Board accepts full responsibility for using the information it receives from the executive due diligence services (investigative background check), if applicable, in a legally acceptable ...
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Assistance to the Board. 1.9 The Contractor shall, as part of the Services and at no additional cost or expense to the Board, provide all reasonable assistance to the Board in ensuring compliance with the Board’s obligations under the Data Protection Legislation in relation to: 1.9.1 ensuring the security of the Personal Data; 1.9.2 any notifications, communications and remedial action that may be required to be made or taken following any Data Loss Event, including notifications to the relevant Supervisory Authority following a Data Loss Event and communications to affected or potentially affected Data Subjects; 1.9.3 responding to Data Subject Access Requests within the timescale set out in the Data Protection Legislation; 1.9.4 any request from a Supervisory Authority or any consultation by the Board with a Supervisory Authority, to the extent that such request or consultation relates to or involves the Processing undertaken by the Contractor and/or any Sub-processor under or in connection with this Agreement [and/or the Services Agreement] [Delete as appropriate]; 1.9.5 the preparation of any Data Protection Impact Assessment prior to commencing any new Processing that has been agreed between the Parties pursuant to Clause Error: Reference source not found. Such assistance may, at the discretion of the Board, include: 1.9.5.1 a systematic description of the envisaged Processing operations and the purpose of the Processing; 1.9.5.2 an assessment of the necessity and proportionality of the Processing operations in relation to the performance of the obligations imposed on the Contractor pursuant to or under this Agreement [and/or the Services Agreement] [Delete as appropriate], including but not limited to the performance of the Services; 1.9.5.3 an assessment of the risks to the rights and freedoms of Data Subjects; and 1.9.5.4 the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data. 1.10 At any time throughout the Term, or following the date of termination, at the request of the Board, the Contractor shall provide to the Board a copy of all Personal Data held by the Contractor in the format and on the media reasonably specified by the Board. If the Contractor fails to provide the Board with a copy of such requested Personal Data the Board may, without limiting its other rights or remedies, enter the Contractor’s premises and take a copy of such Personal Data.
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Related to Assistance to the Board

  • Compliance Program of the Sub-Adviser The Sub-Adviser hereby represents and warrants that: (a) in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and (b) to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Size of the Board Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at six (6)