Directors’ Conflict Sample Clauses

Directors’ Conflict. Each of the Existing Shareholders hereby represents and warrants to each other that in the event that it and/or its Affiliates invest in other companies that are in similar business as and are in competition with the Group (“Competing Companies”), it shall (a) not appoint the Director of the Company as the director or other officer of the Competing Companies; (b) not appoint the director or other officer of the Competing Companies as the Director of the Company; and (c) put in place suitable safeguards and Chinese wall to ensure that the Directors appointed by it (if any) to the Board do not disclose and/or share the information concerning the Group with the Competing Companies and that it will procure the resignation of such Directors from the Board as soon as practicable, if there is any actual conflict of interest arising from its aforesaid investment. Upon the recommendation of the ACF Committee and subject to the approval of the Board (including approval from the Majority Preference Directors as provided in Clause 4.1.26), the Company shall formally adopt and implement the Pre-Listing ESOS prior to a Qualifying IPO. The ACF Committee shall administer the Pre-Listing ESOS and be responsible for recommending the grant of all options thereunder. The terms of the Pre-Listing ESOS shall provide that upon exercise of any option, the holder of such option shall execute a Joinder and become a party to this Agreement as if an original signatory hereto.
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Related to Directors’ Conflict

  • Independent Directors As long as any Trust Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in Bankruptcy for any Affiliate of the Company.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • 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.

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

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02