Governance Principles Clause Samples

Governance Principles. (a) The Shareholders agree that, subject to applicable laws, the Articles of Association and this Agreement, the Company will be managed by the Managing Board under the supervision of the Supervisory Board. The Shareholders further agree that the Company and the Wireless Business of the Company shall be managed in the spirit of a 50 - 50 (fifty - fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group’s Interest in the total issued and outstanding share capital of the Company. The Shareholders agree that the management of the Company and its Subsidiaries shall be professional, oriented to obtaining results and excellence in the performance of the Company’s activities and in compliance with the Company Growth Principles. (i) Each Shareholder agrees not to (nominate to) appoint any individual or entity which may directly or indirectly be related to, employed or retained by another telecommunications operator or any Person who directly or indirectly competes with the Company and the Subsidiaries in Brazil (a “Conflicted Person”) as its representatives for the Shareholders Meeting, the Supervisory Board, the Managing Board or as its representatives for the corporate bodies of any of the Subsidiaries, or to any managerial or official position in the Company or in any of the Subsidiaries, or to any other business relationship with the Company or any of the Subsidiaries. (ii) The restriction as set forth in Section 2.1(b)(i), above, agreed upon for the benefit of the other Group, will not apply if the other Group has consented in writing to the Person that would qualify as Conflicted Person being involved in the management of, or having access to information concerning, the Company or the Subsidiaries. (iii) Prior to the (nomination for) appointment of each individual or entity to a position referred to in Section 2.1(b)(i), above, the relevant Group shall provide the other Group with such details of the individual or entity as are reasonably necessary to enable the latter Group to determine whether the individual or entity is, in its reasonable judgement, a Conflicted Person. Unless, within 15 (fifteen) days of receipt by the latter Group of such details, said Group objects to the appointment of the individual or entity on the grounds that same is a Conflicted Person, the relevant Group may proceed with the (nomination for) appointment of such individual or entity to the aforemen...

Governance Principles. Notwithstanding anything to the contrary in this Agreement, the Company and the Investors shall take all Necessary Actions to, implement and effect the governance principles below within the time period referenced therein: (a) by the date that is two (2) years following the Closing Date, all committees of the Board will have a majority of Independent Directors; (b) by the date that is five (5) years following the Closing Date, all committees of the Board will consist only of Independent Directors, except for one (1) representative of the Group where necessary and permitted by applicable Law; and (c) by the date that is two (2) years following the Closing Date, a lead Independent Director will be appointed.

Governance Principles. The governance of the Company and the Business shall be guided by the following principles:

Governance Principles. The Parties shall participate in the governance and management of the Company and the Local Operating Entities in accordance with the following principles but in any event subject to, and in accordance with, the terms and conditions of this Agreement: (i) the Company’s and Local Operating Entities’ independence from each of the Parties (except as set forth herein, the other Transaction Documents and the Local Operating Agreements), (ii) efficiency, and (iii) observance of high ethical standards.

Governance Principles. Notwithstanding anything to the contrary in this Agreement, the Company and the Investors shall take all Necessary Actions to, implement and effect the governance principles below within the time period referenced therein: (a) from and after the date that is two (2) years following the Closing Date, the Board and all committees of the Board will have a majority of Independent Directors; provided, that the Major Investor, if any, will have the right to appoint one (1) Nominee Director to each committee of the Board (except on the Audit committee); provided, further, that the Founder will have the right to appoint the Founder Director to the Nomination Committee and the Finance and Operations Committee; (b) by the date that is five (5) years following the Closing Date, the Company and each Investor shall consult with each other in good faith concerning the member independence requirement for the committees of the Board; provided, however, that in case the Company and the Investors are not able to agree upon member independence requirements for the committees of the Board by such time, then from and after the date that is five (5) years following the Closing Date, all committees of the Board will consist only of Independent Directors, except for one (1) representative of the Group where necessary and permitted by applicable Law; and (c) by the date that is two (2) years following the Closing Date, a lead Independent Director will be appointed.”

Governance Principles. The business and affairs of Hydro One shall be managed and operated in accordance with the following principles (collectively, the “Governance Principles”): 2.1.1 Hydro One shall maintain, and act in accordance with, corporate governance policies, procedures and practices that are consistent with the best practices of leading Canadian publicly listed companies, having regard to Hydro One’s ownership structure and this Agreement. 2.1.2 The Board shall be responsible for the management of or supervising the management of the business and affairs of Hydro One, including for those matters described in Section 2.3. 2.1.3 The Province shall, with respect to its ownership interest in Hydro One, engage in the business and affairs of Hydro One and the Hydro One Entities as an investor and not as a manager.

Governance Principles. Buyer acknowledges that Seller will have sole control over the manner in which the Transition Services are performed, except for the specific obligations expressly set forth in this Agreement. Such Transition Services performed by Seller for the benefit of Buyer are provided for the sole benefit of the Radiopharmacy Business purchased by Buyer from Seller under the Purchase Agreement. Seller will also be responsible for the proper management of, and control over, the provisions of the Transition Services (including, without limitation, the determination or designation, at any time, of the equipment, employees and other resources of Seller or Buyer to be used in connection with the provisions of the Transition Services). In providing the Transition Services, Seller, as it deems appropriate and acting reasonably, may, subject to Section 4.2, (i) use its own personnel, equipment, facilities, systems and other resources or, so long as it does not unreasonably interfere (taking into account that Buyer and the Radiopharmacy Business are undergoing a transition and integration) with the operations of the Radiopharmacy Business or the Buyer or its Affiliates, the Purchased Assets or equipment, facilities, systems and other resources of Buyer; (ii) employ the services of a subcontractor (subject to the approval of the Buyer (not to be unreasonably withheld, conditioned or delayed) and provided that Seller shall be responsible for the performance of any such subcontractor, and any subcontractor must agree in writing to be bound by confidentiality obligation at least as protective as the terms of this Agreement regarding confidentiality); and/or (iii) provide substitutes for said personnel, equipment and subcontractors, as well any other resources employed for the provision of the Transition Services.

Governance Principles. Account Governance set forth in this Exhibit is designed to oversee the delivery of Services by Provider to Customer in accordance with the Master Agreement.

Governance Principles. (a) Account Governance set forth in this Exhibit is designed to oversee the delivery of Services by Provider to Customer in accordance with the Master Agreement. (b) Both Customer and Provider shall ensure that all Provider and Customer representatives participating in Account Governance are empowered and authorized to execute the roles they assume. (c) The effectiveness of Account Governance will be evaluated by the Parties from time to time (at least annually), and modified as necessary to meet Customer’s business requirements. (d) Provider shall record and distribute minutes of all meetings held under Account Governance, no later than two Business Days after each meeting, for Customer’s approval. (e) Provider shall be responsible for supporting the development and implementation of Account Governance by (i) using industry leading practices and (ii) leveraging its expertise, templates, tools and personnel resources.