Board of Statutory Auditors Sample Clauses

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Board of Statutory Auditors. (a) The board of statutory auditors of MergeCo shall comprise three standing members and two alternate members, appointed for a three-year term. Whenever MergeCo is required to appoint all members of the board of statutory auditors under the applicable law, the Company shall take all steps necessary for the appointment of one standing member and one alternate member proposed by each Major Shareholder of the Company (designated by the Shareholders in accordance with clause 6.7). The right to propose the third standing member of the board of statutory auditors will rotate between each Major Shareholder every time MergeCo is required to appoint all members of the board of statutory auditors under the applicable law. The Company shall take all steps necessary for the appointment of (i) the member so designated as third standing member of the board of statutory auditors; and (ii) the standing member proposed by the other Major Shareholder as chairman of the board of statutory auditors. The Major Shareholders shall agree the appointment of the first chairman. (b) Should any member of the board of statutory auditors cease from his/her office for any reason whatsoever before the expiry of the term of appointment, the Company shall timely take all steps necessary to ensure that the composition of the board of statutory auditors complies with the provision of paragraph (a) above.
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Board of Statutory Auditors. 5.1 The board of statutory auditors of the Companies shall be composed of three effective members and two alternate members. The term of office of the board of statutory auditors shall be three years. 5.2 One effective member (who shall act as Chairman of the board of statutory auditors) and one alternate member will be designated by Impco; two effective members and one alternate member will be designated by ▇▇▇▇▇▇▇▇▇▇. The Parties acknowledge that shareholders’ meetings of the Companies held on the Execution Date have appointed the following persons as statutory auditors of both the Parent and the Company: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ respectively as effective and alternate auditor, designated by Impco; ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ respectively the first two as effective and the third one as alternate auditor, appointed by ▇▇▇▇▇▇▇▇▇▇ 5.3 In the event that, during the term of office, one or more auditors shall cease from the office for any reason whatsoever, they shall be replaced by the alternate auditor designated by the Party who had originally designated the ceased auditor, and the same Party shall also designate the new alternate auditor to be appointed.
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Board of Statutory Auditors if Pirelli is not delisted
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Board of Statutory Auditors. For the entire duration of the Shareholders’ Agreement the Board of Statutory Auditors shall be composed as follows:
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Board of Statutory Auditors. During the First Term the Board of Statutory Auditors is composed as follows:
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Board of Statutory Auditors. The Board of Auditors of Newco shall be appointed through a voting slate system, according to the following provisions: (a) CNRC shall be entitled to appoint 2 effective auditors and 1 alternate auditor; (b) the Class B Shareholders shall be entitled to appoint 1 effective auditor, who shall be the Chairman of the Board of Statutory Auditors, and 1 alternate auditor. Upon request of CF or LTI the Board of Statutory Auditors shall be increased to 5 effective members to be appointed as follows: (i) CNRC shall be entitled to designate 3 effective members, one of which shall be the Chairman of Board of Statutory Auditors; (ii) CF shall be entitled to designate 1 effective member and 1 alternate auditor; and (iii) LTI Newco shall be entitled to designate 1 effective member and 1 alternate auditor. The Parties agree that the resolutions of the competent corporate bodies of Newco shall be validly adopted in accordance with the following principles:
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Board of Statutory Auditors. 29.1 The Shareholders' Meeting elects the Board of Statutory Auditors, consisting of 5 (five) statutory members and 2 (two) alternate members, who meet the legal requirements. Pursuant to article 11(2) and (3) of the Decree no. of the Ministry of Transport and Navigation of 12 November 1997 no. 521, one statutory auditor is appointed by the Ministry of Economy and Finance and another is appointed by the Ministry of Infrastructure and Transport; the statutory auditor appointed by the Ministry of Economy and Finance assumes the function of Chair of the Board of Statutory Auditors. The other auditors are elected in accordance with the provisions of articles 6.2(b) and 6.3(b) above. The auditors remain in office for 3 (three) years and their term in office expires on the date of the Shareholders' Meeting called to approve the financial statements for the third year of their term in office. Auditors who leave office may be re-elected. In the event that one or more of the members of the Board of Statutory Auditors are not appointed by the Shareholders entitled to such right, they shall be appointed by the ordinary shareholders' meeting with the majorities required by law, with the vote of all the Shareholders attending the meeting and regardless of the category of Shares they hold and of the provisions of articles 6.2(b) and 6.3(b). 29.2 The composition of the Board of Statutory Auditors must ensure compliance with the provisions of law and regulations in force on the subject of gender balance. 29.3 The Board of Statutory Auditors has the duties set forth in article 2403 of the Italian Civil Code and exercises the powers provided for in article 2403 bis of the Italian Civil Code. 29.4 Those who are in the conditions provided for by article 2399 of the Italian Civil Code cannot be appointed to the office of Auditor, and if appointed they shall forfeit their office. 29.5 In addition to the cases referred to in art. 2399 of the Italian Civil Code, the person who is in one of the conditions referred to in letters a), b), c), d) and f) of paragraph 1 of article 15 of Law no. 55 of 19 March 1990 may not be appointed as a statutory auditor and, if appointed, shall forfeit his or her office. 29.6 Pursuant to Law no. 55 of 19 March 1990, the statutory suspension from office is applied, in accordance with the provisions of article 15(4-bis) and (4-quater), for Auditors for whom one of the conditions set out in article 15(1) applies. 29.7 The issue of a plea sentence provi...
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Board of Statutory Auditors. The Board of Auditors of Newco shall be appointed through a voting slate system, according to the following provisions: (a) CNRC shall be entitled to appoint 2 effective auditors and 1 alternate auditor; (b) the Class B Shareholders shall be entitled to appoint 1 effective auditor, who shall be the Chairman of the Board of Statutory Auditors, and 1 alternate auditor. Upon request of CF or LTI (also jointly with LTI Ita) the Board of Statutory Auditors shall be increased to 5 effective members to be appointed as follows: (i) CNRC shall be entitled to designate 3 effective members, one of which shall be the Chairman of Board of Statutory Auditors;
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Related to Board of Statutory Auditors

  • Franchise Tax Board Review (a) In addition to the reporting requirements in section 6, Taxpayer agrees to comply with the FTB’s review of the books and records for purposes of determining if Taxpayer has complied with the requirements of this Agreement. (b) For any business other than a Small Business, Taxpayer acknowledges that the FTB shall review the books and records of all taxpayers allocated a Credit pursuant to this Agreement to ensure compliance with the terms and conditions of this Agreement and agrees to cooperate with the FTB in such a review. In the case of a taxpayer that is a Small Business, Taxpayer acknowledges that a review of the books and records of a taxpayer shall be made when, in the sole discretion of the FTB, a review of those books and records is appropriate and agrees to cooperate with the FTB in such a review. If the FTB exercises its discretion to review the books and records of a Small Business taxpayer, the review will be conducted to ensure compliance with this Agreement. The guidelines and procedures for these reviews are outlined in the FTB’s Notice #2014-2 dated November 7, 2014. (c) These reviews will not constitute an audit of the tax return under Part 10.2 (commencing with section 18401) of the RTC and the regulations thereunder, and will not preclude the FTB from auditing any issue in any taxable year, including a taxable year included in the term of this Agreement. (d) If during the review of the books and records, the FTB determines there is a potential material breach of this Agreement by Taxpayer, and notwithstanding RTC section 19542, the FTB shall notify GO-Biz and provide, in writing, detailed information regarding the basis for that determination.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Annual Independent Certified Public Accountants' Reports (a) Not later than February 28 following the end of each calendar year commencing with 2006, the Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Securities Administrator a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in either the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America or the Audit Program for Mortgages serviced by FHLMC, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. The Securities Administrator shall furnish a copy of such report to the Trustee, the Depositor and each Rating Agency immediately upon receipt. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement has been delivered by the Servicer to the Trustee. (b) Delivery of such reports, information and documents to the Trustee and the Securities Administrator is for informational purposes only and the Trustee's and Securities Administrator's receipt of such shall not constitute constructive notice of any information contained therein or determinable, from information contained therein, including the Servicer's compliance with any of its covenants hereunder (as to which the Trustee and the Securities Administrator are entitled to rely exclusively on Officers' Certificates).