Certain Policies and Procedures Clause Samples
The "Certain Policies and Procedures" clause establishes that parties to the agreement must adhere to specific internal rules, guidelines, or operational standards set by one or more parties. In practice, this clause may require compliance with codes of conduct, security protocols, or other documented procedures relevant to the business relationship. Its core function is to ensure that all parties operate consistently and in accordance with established expectations, thereby reducing the risk of misunderstandings or non-compliance with important organizational standards.
Certain Policies and Procedures. (a) During any period in which ▇▇▇▇▇▇▇▇ S.p.A. is deemed to control the Company for U.S., European Commission or Italian regulatory purposes, and in any case at all times prior to the Threshold Date, the Company, subject to the Proxy Agreement:
(i) shall not adopt or implement any policies or procedures, and at ▇▇▇▇▇▇▇▇ S.p.A.’s reasonable request, shall refrain from taking any actions, that would cause ▇▇▇▇▇▇▇▇ S.p.A. to violate any Applicable Law to which ▇▇▇▇▇▇▇▇ S.p.A. is subject; and
(ii) shall maintain and observe the policies of ▇▇▇▇▇▇▇▇ S.p.A. to the extent necessary for ▇▇▇▇▇▇▇▇ S.p.A. to comply with its legal and regulatory obligations; provided that this Section 4.01(a) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company to violate Applicable Law.
(b) So long as ▇▇▇▇▇▇▇▇ S.p.A. is required under IFRS to consolidate the Company’s financial results in the consolidated financial statements of ▇▇▇▇▇▇▇▇ S.p.A., the Company and its Subsidiaries shall:
(i) to the extent not expressly prohibited or limited by the Current Proxy Agreement or inconsistent with listing rules or laws applicable to, or prudent business practices for, U.S. public companies (as determined by the Company’s legal counsel), adhere to relevant issued Leonardo Affiliated Group policies and principles applicable to Subsidiaries of Leonardo and provided to the Company in writing at or following the date of this Agreement and a reasonable period of time prior to their application in accordance with the Current Proxy Agreement.
(ii) subject to the Proxy Agreement, consult with US Holding prior to creating, amending or rescinding, or establishing annual or other periodic compensation scales and incentive and similar targets under, equity-based or other material executive compensation plans or programs for the Company’s executive officers.
Certain Policies and Procedures. (a) Until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of NAB, and take into account the interests of NAB therein.
(b) During any period in which NAB is deemed to control the Company for U.S. or Australian regulatory purposes, and in any case at all times prior to the Non-Control Date, the Company and its Subsidiaries:
(i) shall not adopt or implement any policies or procedures, and at NAB’s reasonable request, shall refrain from taking any actions, that would cause NAB to violate any Applicable Law;
(ii) shall, prior to implementing, amending or rescinding any Critical Policy, consult with NAB (through one or more NAB Directors, if any shall be in office at such time, or else through the Head of Corporate Advisory Legal of NAB), and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of NAB with respect thereto; and
(iii) shall maintain and observe the policies of NAB to the extent necessary for NAB to comply with its legal and regulatory obligations under Applicable Law; provided, that this Section 6.2(b) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company or any of its Subsidiaries to violate Applicable Law.
Certain Policies and Procedures. (a) Until the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of NAB, and take into account the interests of NAB therein.
(b) During any period in which NAB is deemed to control the Company for U.S. or Australian regulatory purposes, and in any case at all times prior to the Non-Control Date, the Company and its Subsidiaries:
(i) shall not adopt or implement any policies or procedures, and at NAB’s reasonable request, shall refrain from taking any actions, that would cause NAB to violate any Applicable Law;
(ii) shall, prior to implementing, amending or rescinding any Critical Policy, consult with NAB (through one or more NAB Directors, if any shall be in office at such time, or else through the Head of Corporate Advisory Legal of NAB), and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of NAB with respect thereto; and
(iii) shall maintain and observe the policies of NAB to the extent necessary for NAB to comply with its legal and regulatory obligations under Applicable Law; provided, that this Section 6.2(b) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company or any of its Subsidiaries to violate Applicable Law.
Certain Policies and Procedures. (a) Until the Majority Holder Date, the Corebridge Board shall, when determining to implement, amend or rescind any policy of Corebridge or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account Corebridge’s status as a consolidated Subsidiary of AIG, and take into account the interests of AIG therein;
(b) Until the Majority Holder Date, the Corebridge Board shall cause Corebridge to comply with the policies of AIG that apply to Corebridge in its capacity as a Subsidiary of AIG and that are or have been provided to Corebridge by AIG;
(c) During any period in which AIG is deemed to control Corebridge for federal, state or foreign regulatory purposes, and in any case at all times prior to the Third Threshold Date, Corebridge:
(i) shall not adopt or implement any policies or procedures, and at AIG’s reasonable request, shall refrain from taking any actions, that would cause AIG to violate any Applicable Law to which AIG is subject;
(ii) shall, prior to implementing, amending or rescinding any Critical Policy, consult with AIG (through one or more AIG Directors, if any shall be in office at such time, or else through the General Counsel of AIG); and, to the extent consistent with its fiduciary duties, the Corebridge Board shall take into account the reasonable interests of AIG with respect thereto; and
(iii) shall maintain and observe the policies of AIG to the extent necessary for AIG to comply with its legal and regulatory obligations; provided that this Section 8.2(c) shall not require Corebridge to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause Corebridge to violate Applicable Law.
Certain Policies and Procedures. (a) Until the Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of ING Group, and take into account the interests of ING Group therein;
Certain Policies and Procedures. Until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of NAB, and take into account the interests of NAB therein. SC1:3686837.8