Governance and Control Sample Clauses

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Governance and Control. The Parties and Escrow Agent hereby agree that this Agreement sets forth all the duties, obligations and liabilities of Escrow Agent (collectively, “Escrow Agent’s Duties”) and all the rights, privileges and immunities of Escrow Agent (collectively, “Escrow Agent’s Rights”). This Agreement (including Schedule A), and only this Agreement, shall govern and control Escrow Agent’s Duties and Rights. Escrow Agent shall not be responsible for knowledge of or performance under the terms and conditions of any other agreement, instrument or document.
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Governance and Control. A. Sage is governed by the User Council, as specified by the Sage Bylaws. B. The User Council shall: i. Develop and maintain bylaws governing Sage activities and services. ii. Determine strategic priorities. iii. Approve Sage budgets and expenditure plans. iv. Set policies for the Sage and its relationship with member institutions. v. Establish committees, advisory groups, and task forces as needed. vi. Recommend individuals for hire to Sage positions and provide evaluation comments annually to the fiscal agent. vii. Compensate the Sage fiscal agent for all authorized expenditures and administrative costs related to Sage fiscal agency duties.
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Governance and Control. The following provisions shall be implemented as soon as practicable after the Closing, and the governance arrangements and the agreements of ▇▇▇▇ and AML which are set forth in this Section 2.4 shall be continuing obligations of the parties throughout the continuance of the Joint Venture, except as otherwise expressly provided in this Agreement: (a) The board of directors of Holding Company shall be comprised of eight members, four of whom shall be selected by ▇▇▇▇ and four of whom shall be selected by AML. Of the four directors selected by each party, two shall be Inside Directors and two shall be Outside Directors. (b) As soon as possible after the Closing, the parties shall take all action necessary to cause ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to be elected as the Chief Executive Officer of Holding Company and of AVLIC. The Chief Executive Officer's term of office at both Holding Company and AVLIC shall continue for five years from the Closing Date or until a successor is duly elected by a majority of the board of directors of Holding Company at an earlier date. (c) ▇▇▇▇ and AML shall cause the boards of directors of AVLIC and of AIC to be comprised of six members, three of whom shall be selected by ▇▇▇▇ and three of whom shall be selected by AML. All such directors shall be Inside Directors. (d) ▇▇▇▇ and AML shall cause the board of directors of each of AVLIC and of AIC to form an executive committee consisting of two directors, one of whom shall be selected by ▇▇▇▇ and one of whom shall be selected by AML; PROVIDED that such selections must be mutually acceptable to both parties in their reasonable discretion. As soon as possible after the Closing, ▇▇▇▇ shall take all action necessary to select ▇▇▇▇▇▇▇ ▇. Louis as its initial appointee to each such executive committee, and AML shall take all action necessary to select ▇ ▇ ▇▇▇▇ as its initial appointee to each such executive committee, and the parties agree that those selections are mutually acceptable. Any action of either executive committee shall require the unanimous vote of both of its members, and if one member is not present or is unable to vote on such matter, or in the event of a vacancy, then the executive committee shall not take any action until two members selected in accordance with this subsection (d) are able to vote. The executive committees of AVLIC and AIC shall have such duties as the respective board of directors may direct, but it is understood that the Chief Executive Officer of each of AVLIC and ...
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Governance and Control. 26. Section 2.4(a) is amended by deleting the current text in its entirety and replacing it with the following: The board of directors of Holding Company shall be comprised of ten members, five of whom shall be selected by ALIC and five of whom shall be selected by AML. Of ▇▇▇ five directors selected by each party, three shall be Inside Directors and two shall be Outside Directors. After a President of AVLIC is selected as provided in Section 2.4(e) hereof, that individual may be added as an additional member of the board of directors of Holding Company; provided, however, that the vote of this individual shall not be taken into account in determining whether any majority vote as described in Section 2.4(g) hereof has been obtained.
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Governance and Control. The BCF Executive Group
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Governance and Control a) At least one Director of the Company shall be on the Board of the Material non-listed Indian Subsidiary. b) Audit Committee of the Company shall review the financial statements, in particular, the investments made by Material Subsidiary on an annual basis. c) Board Meetings minutes of Material Subsidiary shall be placed before the Board. d) Statement of all Significant Transactions & Arrangements entered into by Material subsidiary shall be placed before the Board on quarterly basis. e) Management shall present to the Audit Committee annually, list of such Material subsidiaries together with the details of materiality defined herein. The Audit Committee shall review the same and make suitable recommendations to the Board.
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Governance and Control. 1. The Board of Directors shall have general supervision over all of the affairs of the organization, subject to the will of the organization expressed any duly called meeting. The Board of Directors shall possess all powers necessary to carry out the provisions of this agreement and the specific purposes and functions set forth in Section I, ACTIVITIES, including but not limited to the power on behalf of the League of Oregon Cities, directly or through other entities, to rent, lease, purchase, receive and hold property, both real and personal, and to rent, lease, mortgage, hypothecate, sell or otherwise dispose of the same. 2. The Board of Directors shall consist of the officers and Directors of the League. 3. The officers of the League shall be a President, Vice President, Treasurer, Past-President, eleven members at large, and an Executive Director, each of whom, with the exception of the Executive Director, shall hold an elective or appointment position in a city who is a participant in this agreement. The officers shall exercise the usual powers and duties incident to their offices and as provided herein. 4. All officers, except the Executive Director, shall be elected at the annual conference of the League and shall hold office until their successors are elected and qualified. The Executive Director shall be appointed by the Board of Directors and shall hold office at the pleasure of said committee. 5. Any vacancy in office shall be filled by appointment by the President, subject to the approval of the Board of Directors. 6. Meetings of the Board of Directors may be held at any time upon call of the President or of any three members. A majority of incumbent members shall constitute a quorum. The members of the Board of Directors may vote either in person or by mail upon any issue submitted to the Committee.
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Governance and Control 
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Related to Governance and Control

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures: that set out a code of conduct for, and that identify the ethical responsibilities for all persons at all levels of the HSP’s organization; to ensure the ongoing effective functioning of the HSP; for effective and appropriate decision-making; for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest; for the prudent and effective management of the Funding; to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Enabling Legislation; to enable the preparation, approval and delivery of all Reports; to address complaints about the provision of Services, the management or governance of the HSP; and to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement. (b) The HSP represents and warrants that: it has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO that ties a reasonable portion of the CEO’s compensation plan to the CEO’s performance; it will take all reasonable care to ensure that its CEO complies with the Performance Agreement; it will enforce the HSP’s rights under the Performance Agreement; and a reasonable portion of any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO’s performance under the Performance Agreement and the CEO’s achievement of performance goals and performance improvement targets and in compliance with Applicable Law. “compensation award”, for the purposes of Section 9.3(b)(4) above, means all forms of payment, benefits and perquisites paid or provided, directly or indirectly, to or for the benefit of a CEO who performs duties and functions that entitle him or her to be paid.

  • Corporate Governance Matters The Parent Board shall take all necessary corporate action, to the extent within its power and authority, so that, as of the Effective Time, the directors constituting the Parent Board shall be as set forth in Schedule 2.15.

  • GOVERNANCE ARRANGEMENTS Enforceability of the Agreement

  • Corporate Governance The Organisation must ensure services are delivered in a manner consistent with the NSW Health Corporate Governance and Accountability Compendium.

  • Governance Matters (a) The Company shall cause the Investor Designated Director to be elected or appointed on the Closing Date to the Board of Directors as well as the board of directors of the Bank (the “Bank Board”), subject to satisfaction of all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board. The Company shall recommend to its shareholders the election of the Investor Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Investor no longer has the Qualifying Ownership Interest, it shall have no further rights under Sections 3.4(a), 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, the Investor shall use all reasonable best efforts to cause the Investor Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause the Investor Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by the Investor, so long as the Investor Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (b) For so long as the Investor owns, in the aggregate with its Affiliates, ten percent (10%) or more of the outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”), the Investor Designated Director shall, subject to applicable Law, be the nominee of the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) to serve on the Board of Directors and on the Bank Board. The Company shall use its reasonable best efforts to have the Investor Designated Director elected as director of the Company by the shareholders of the Company and the Company shall solicit proxies for the Investor Designated Director to the same extent as it does for any of its other nominees to the Board of Directors. (c) For so long as the Investor owns, in the aggregate with its Affiliates, the Qualifying Ownership Interest, the Investor Designated Director shall, subject to applicable Law (including the applicable rules of the NYSE), be appointed to the committees of the Board of Directors and the Bank Board (or any other committees performing similar functions of the foregoing committees) identified by the Investor. (d) Subject to Section 3.4(a), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Investor Director, the Investor shall have the right to designate the replacement for the Investor Designated Director, which replacement shall be reasonably acceptable to the Company and shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors shall use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of shareholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) For so long the Investor with its Affiliates owns, in the aggregate with its Affiliates, five percent (5%) or more of the aggregate number of outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company shall, subject to applicable Law, invite a person designated by the Investor and reasonably acceptable to the Board of Directors (the “Observer”) to attend all meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof which the Investor Designated Director is a member) in a nonvoting observer capacity. If the Investor no longer beneficially owns the minimum number of Common Shares as specified in the first sentence of this Section 3.4(e), the Investor shall have no further rights under this Section 3.4(e). The Investor shall cause the Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer and the Company, the Board of Directors, the Bank Board and any committees thereof shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (i) if doing so is, in the opinion of counsel to the Company, necessary to protect the attorney-client privilege between the Company and counsel or (ii) if the Board of Directors, the Bank Board or any committee thereof determines in good faith, after consultation with counsel, that fiduciary requirements under applicable Law would make attendance by the Observer inappropriate. The Observer shall have no right to vote on any matters presented to the Board of Directors, the Bank Board or any committee thereof. (f) The Investor Designated Director shall be entitled to the same compensation, including fees, and the same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and the Investor Designated Director shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify the Investor Designated Director of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board of which the Investor Designated Director is a member in accordance with the applicable bylaws. The Company and the Bank shall provide the Investor Designated Director with copies of all notices, minutes, consents and other material that they provide to all other members of their respective boards of directors concurrently as such materials are provided to the other members. (g) Each of the Company and the Bank acknowledges that the Designated Investor Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor and/or certain of its Affiliates (collectively, the “Investor Indemnitors”). Each of the Company and the Bank hereby agrees (1) that it is the indemnitor of first resort (i.e., its obligations to the Designated Investor Director are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Designated Investor Director are secondary), and (2) that it shall be required to advance the full amount of expenses incurred by the Designated Investor Director and shall be liable for the full amount of all expenses and liabilities incurred by the Designated Investor Director, in each case to the extent legally permitted and as required by the terms of this Agreement and the articles of incorporation and bylaws of the Company and the Bank (and any other agreement regarding indemnification between the Company and/or the Bank, on the one hand, and the Designated Investor Director, on the other hand), without regard to any rights the Designated Investor Director may have against any Investor Indemnitor. The Company further agrees that no advancement or payment by any Investor Indemnitor on behalf of the Designated Investor Director with respect to any claim for which the Designated Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Designated Investor Director against the Company. The Company agrees that the Investor Indemnitors are express third party beneficiaries of the terms of this Section 3.4(g). (h) For the purposes of the definition of “Change in Control” under the Benefit Plans, the Company acknowledges and agrees that the Investor Designated Director shall be deemed to be an “Incumbent Director” as defined in the applicable Benefit Plans.