Common use of Conduct of Directors Clause in Contracts

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.

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 carded out any act whereby such Director will be removed from office, office other than for reasons of fraud, wilful misconduct or gross negligence. For the avoidance of doubt, each the corresponding Shareholder may appoint and remove their Directors at their own discretion. Each The corresponding Shareholder shall, so far as such Shareholder is lawfully able, ensure that Directors nominated by such Shareholder:Shareholder (if applicable): (i) is 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.