Boards of Subsidiaries Sample Clauses

Boards of Subsidiaries. (a) The Board shall cause the governing board of directors of any corporate Subsidiary to, at all times, have the same structure, number and members as the Board provided herein. (b) The Board shall either cause the governing board of managers of any limited liability company Subsidiary to, at all times, have the same structure, number and members as the Board provided herein or cause the Company to be the managing member of such limited liability company Subsidiary.
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Boards of Subsidiaries. (a) Unless Grab and Singtel mutually agree otherwise in writing, each Shareholder shall exercise its voting rights to approve or direct that the Company (and the Company’s management) ensures to the extent permitted by Law, that the composition of the board of directors of the Company’s wholly-owned Subsidiaries will reflect the composition of the Board and that all other provisions relating to the Board will apply mutatis mutandis to the board of directors of the Company’s wholly-owned Subsidiaries. (b) The composition of the board of directors of any subsidiary of the Company that is not wholly-owned or incorporated with the intention of becoming a joint venture company shall be negotiated between the Company (each, the “Relevant Investee Company”) and the relevant joint venture partner(s) and shall not be required to reflect the composition of the Board, provided that, to the extent possible, the composition of the Company’s nominees to the board of the Relevant Investee Company shall reflect, as nearly as possible, Grab’s and Singtel’s respective voting rights in respect of Class A Ordinary Shares at the applicable time and Grab shall use its commercially reasonable endeavours (including the exercise of its voting rights in the Company) to ensure that the Company shall have the right to appoint at least two members to the board of the Relevant Investee Company. Solely for the purpose of illustration only, assuming Grab’s and Singtel’s voting rights in respect of Class A Ordinary Shares at the applicable time is sixty per cent (60%) and forty per cent (40%), if the Company has the right to appoint: (i) three (3) of six (6) members to the board of the Relevant Investee Company, the Company’s nominees to the board of the Relevant Investee Company shall comprise 2 persons nominated by Grab and 1 person nominated by Singtel; and (ii) two (2) members to the board of the Relevant Investee Company, the Company’s nominees to the board of the Relevant Investee Company shall comprise 1 person nominated by Grab and 1 person nominated by Singtel; and (iii) one (1) member to the board of the Relevant Investee Company, the Company’s nominee to the board of the Relevant Investee Company shall be nominated by Grab.
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Boards of Subsidiaries. (a) For so long as either the Minister or the SEP, respectively, is a Significant Shareholder, the Parties shall exercise their respective Voting Rights and any other powers of control in respect of Telkom in such manner, and take all such action necessary, so as to ensure (to the extent legally permissible) that a Director nominated by such Significant Shareholder shall be entitled to nominate for appointment by the Board (and instruct the Board to remove and replace) a number of voting members (and alternates) on each of the boards of directors (or equivalent) of each Subsidiary (other than, in relation to the SEP, Vodacom), which number shall be a proportion (when such proportion exceeds one (1), such proportion shall be rounded to the nearest whole number) of the total number of such voting members on any such board which Telkom is enti- tled to appoint or nominate based on the ratio of the number of Shares owned by the Significant Shareholder who nominates such Director to the sum of the Shares owned by the Minister and the SEP (but in any event at least one (1) member on each such board). (b) For so long as (i) the SEP is a Significant Shareholder, (ii) Telkom has the right, contractual or otherwise, to appoint at least four (4) voting members to the board of directors of Vodacom and (iii) the SEP directly or indirectly owns 10% (ten percent) or more of the ordinary share capital of Vodacom, the Parties shall exercise their respective Voting Rights and any other powers of control in re- spect of Telkom in such manner, and take all such action neces- sary, so as to ensure (to the extent legally permissible) that a Direc- tor nominated by the SEP shall be entitled to nominate for ap- pointment by the Board (and instruct the Board to remove and re- place) two (2) voting members (and alternates) that Telkom then has the right to appoint on the board of directors of Vodacom. (A) Telkom ceases for any reason to have the right, contractual or otherwise, to appoint at least four (4) voting members to the board of directors of Vodacom or (B) the SEP ceases to own directly or indirectly 10% (ten percent) or more of the ordinary share capital of Vodacom, the Parties shall exercise their respective Voting Rights and any other powers of control in respect of Telkom in such manner, and take all such action necessary, so as to ensure (to the extent legally permissible) that a Director nominated by the SEP shall be entitled to nominate for appointment by the Board (...
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Boards of Subsidiaries. The Company shall cause the board of directors or similar governing body of each Subsidiary of the Company, and each committee of such board or governing body, to consist of the Managers then constituting the Board of the Company or comparable committee thereof. TRANSFERS OF MEMBERSHIP INTERESTS
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Boards of Subsidiaries. The Board of Directors of any subsidiary of the Company which conducts, or which is proposed to conduct, a material portion of the Company's business shall be identical to the Board of Directors of the Company as from time to tome constituted. The decision whether a subsidiary is conducting, or is proposed to conduct, a material portion of the Company's business shall be made form time to time by a majority of the Board of Directors of the Company which majority shall include either the director nominated by FBDB or the director nominated by STAR. The Board of Directors of any other subsidiary of the Company shall be comprised as determined by the Board of Directors of the Company from time to time and shall report quarterly to the Board of Directors of the Company.
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Boards of Subsidiaries. Except as otherwise set forth in Section 4 hereof, the Voting Shareholders agree to use their best efforts to cause their respective nominees who are then serving on the Board, subject in all cases to such nominees' fiduciary duty as a director, to cause the board of directors of each of the subsidiaries of the Company to be composed of three members, one of whom shall be a Common Director designated by ▇▇▇▇ and ING, one of whom shall be a Preferred Director designated by ▇▇▇▇ and prior to the ING Deferred Closing Failure, if any, one of whom shall be a Preferred Director designated by ING.
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Boards of Subsidiaries. The Company, the Board and each of its Members shall take such actions as are required so that the board of directors or similar governing body of each Subsidiary of the Company, if any, is, comprised of members in the same proportion and with the same voting power as applies to the Board, unless otherwise approved by Special Board Approval (or set forth in the governing organizational documents of such Subsidiary of the Company existing as of the date hereof).
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Boards of Subsidiaries. Upon the request of any Investor designee currently holding a seat on the Company's board of directors that such designee be appointed to a board of directors of a subsidiary of the Company, the Company shall promptly appoint or elect such designee to such subsidiary's board of directors unless contrary to applicable law.
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Related to Boards of Subsidiaries

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Share Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Share Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of the NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4 and the treatment of Company Share Plan Awards as described in Section 2.4, as of the Effective Time will be binding on the holders of Company Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of, or other securities of, the Company or any RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (f) All dividends or distributions on any securities of the Company or any Company Subsidiary that have been declared or authorized have been paid in full.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted or presently proposed to be conducted. To the Company's Knowledge, the Company is duly qualified and licensed as a foreign corporation to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) The Company owns, either directly or indirectly through one or more of its Subsidiaries, all of the capital stock or other equity interests of its Subsidiaries free and clear of all Liens, except those Liens pursuant to the credit and other loan agreements existing as of the date hereof. There are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary, or any commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary or pursuant to which any Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. (c) Each Subsidiary is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the Laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. To the Company's Knowledge, each Subsidiary of the Company is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure of one or more Subsidiaries to be so qualified or licensed, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.