Conduct of Directors Sample Clauses

The Conduct of Directors clause sets out the expected standards of behavior and responsibilities for company directors. It typically outlines requirements such as acting in good faith, avoiding conflicts of interest, and adhering to the company’s code of ethics or governance policies. By clearly defining these expectations, the clause helps ensure directors act in the best interests of the company and its stakeholders, thereby promoting accountability and reducing the risk of misconduct or mismanagement.
Conduct of Directors. A Director will at all times conduct himself or herself in a manner that: a) supports the objectives of the Corporation; b) serves the overall best interests of the Corporation; c) subordinates personal interests, and those of any particular constituency, to the best interests of the Corporation; d) brings credibility and goodwill to the Corporation; e) respects principles of fairness, transparency and due process; f) demonstrates respect for individuals and human rights; g) respects and gives fair consideration to diverse and opposing viewpoints; h) demonstrates due diligence and dedication in preparation for, and attendance at, meetings, special events and in all other activities on behalf of the Corporation; i) demonstrates good faith, prudent judgment, honesty, transparency and openness in his or her activities performed on behalf of the Corporation; j) ensures that the financial affairs of the Corporation are conducted in a responsible and transparent manner with due regard for his or her fiduciary responsibilities and public trusteeship; k) avoids real or perceived conflicts of interest; and l) conforms with the By-laws and policies approved by the Board, including this Code and the Oath of Office and Confidentiality Agreement.
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Conduct of Directors. Each Shareholder covenants that, unless so requested by the Shareholder nominating a Director, it will not carry out or cause to be carried out any act whereby such Director will be removed from office, other than for reasons of fraud, wilful misconduct or gross negligence. For the avoidance of doubt, each Shareholder may appoint and remove their Directors at their own discretion. Each Shareholder shall, so far as such Shareholder is lawfully able, ensure that Directors nominated by such Shareholder: (i) is not wilfully or unreasonably fail to attend a Board meeting in order to prevent any resolution to be adopted; and (ii) carry out such Director's duties in accordance with the principles, terms, conditions and obligations set out in this Agreement, the Bylaws and the Spanish Companies Acts.
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Conduct of Directors. Each Investor shall procure that the Directors nominated by it shall act in accordance and in a manner consistent with the terms of this Agreement (subject only to them not being in breach of their fiduciary duties as a result), including but not limited to exercising their voting rights in meetings of the Board or otherwise.
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Conduct of Directors. Each Director shall read and become familiar with the Articles, these Board Rules and the Company Group policies and procedures, as well as applicable statutory, regulatory and Exchange provisions, setting forth obligations that pertain to his or her position as Director. Each Director must at all times comply with the Articles, these Board Rules and such Company Group policies and procedures, as well as all applicable statutory, regulatory and Exchange provisions, including with respect to transactions involving the Company’s Shares and confidential and privileged information.
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Conduct of Directors. Each Party shall, so far as such Party is lawfully able, ensure that its nominee Director or its nominee (in the case of General Meetings of shareholders): (i) does not willfully or unreasonably fail to attend a Board meeting or General Meeting of the Shareholders, as the case may be, in order to prevent the transaction of business at such meeting; (ii) will fully comply with the applicable laws in general and provisions of company law in particular (iii) Directors of the Board shall not be required to hold any qualification shares.
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Conduct of Directors. Subject to Section 3(c), upon and after the Acceptance Time, each Stockholder, in such Stockholder’s capacity as a member of the Board of Directors of the Company, shall not take any action with respect to the Company, any of the Company’s subsidiaries or any of their respective, assets, properties, securities or cash or cash equivalents without the prior written consent of Acquisition Sub, with such consent to be given in Acquisition Sub’s sole discretion. Acquisition Sub hereby agrees to indemnify and hold harmless each Stockholder from and against any and all costs, fees and expenses (including without limitation reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts incurred in connection with any claim, legal proceeding, Judgment, arbitration, investigation or inquiry, whether civil, criminal, administrative or investigative, as incurred, arising in connection with or relating to any actual or alleged action or omission taken at the request, pursuant to the instruction or with the consent of Acquisition Sub after the Acceptance Time.
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Conduct of Directors. A Director will at all times conduct himself or herself in a manner that: supports the objectives of the Corporation; serves the overall best interests of the Corporation; subordinates personal interests, and those of any particular constituency, to the best interests of the Corporation; brings credibility and goodwill to the Corporation; respects principles of transparency and due process; demonstrates respect for individuals and human rights; respects and gives fair consideration to diverse and opposing viewpoints; demonstrates due diligence and dedication in preparation for, and attendance at, meetings, special events and in all other activities on behalf of the Corporation; demonstrates good faith, prudent judgment, honesty, transparency and openness in his or her activities performed on behalf of the Corporation; ensures that the financial affairs of the Corporation are conducted in a responsible and transparent manner with due regard for his or her fiduciary responsibilities and public trusteeship; avoids real or perceived conflicts of interest; and conforms with the By-laws and policies approved by the Board, including this Code and the Oath of Office and Confidentiality Agreement.
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Related to Conduct of Directors

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Appointment of Directors The Company hereby covenants and agrees to take such action, promptly following the Closing Date, as is necessary to (i) increase the number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being ▇▇▇▇▇▇▇▇ ▇▇▇▇, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of ▇▇. ▇▇▇▇’▇ election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.

  • Indemnification of Directors OFFICERS, EMPLOYEES AND AGENTS

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.