Inactive Management Members Clause Samples

The 'Inactive Management Members' clause defines the status and rights of individuals who are part of a company's management but are no longer actively participating in its day-to-day operations. Typically, this clause outlines what constitutes inactivity, such as prolonged absence or failure to fulfill management duties, and may specify the consequences, like loss of voting rights or reduced access to company information. Its core function is to ensure that only actively engaged management members influence key decisions, thereby maintaining effective governance and preventing inactive members from impeding company operations.
Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company or one of its Subsidiaries in connection with the termination of employment of such Member for any reason, the Common Units held by such Member shall cease to have voting rights and such Member shall be thereafter referred to herein as a “Inactive Management Member” with only the rights of an Inactive Management Member specified herein. Notwithstanding the foregoing, such Inactive Management Member shall continue to be treated as a Member (including, for the avoidance of doubt, for purposes of Article IX hereof).
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Inactive Management Members. If a Management Member’s employment with the Company terminates for any reason, such Member shall be thereafter be referred to herein as an “Inactive Management Member” with only the rights (and applicable restrictions) of an Inactive Management Member specified herein. Notwithstanding anything to the contrary, such Inactive Management Member shall continue to be treated as a Member for purposes of any applicable allocations or distributions, which shall be deemed for tax purposes to be made to such Inactive Management Member in its capacity as a Member, until such time as all Units retained by such Inactive Management Member are Transferred or repurchased in accordance with this Agreement.
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Inactive Management Members. Notwithstanding anything to the contrary, the provisions of this Section 4.6 shall apply to both Management Members and Inactive Management Members (as defined in Section 8.2).
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Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company or one of its Affiliates in connection with the termination of employment of such Member for any reason, the Common Units held by such
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Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company in connection with the termination of employment of such Member for any reason, the Units held by such Member shall cease to have voting rights and such Members shall be thereafter referred to herein as an "Inactive Management Member" with only the rights of an Inactive Management Member specified herein. Notwithstanding the foregoing, except as otherwise expressly provided herein the economic rights of an Inactive Member shall be unchanged and such Inactive Management Member shall continue to be treated, for U.S. federal, state and local income tax purposes, as a Member to the extent such Inactive Management Member retains any Units following such termination, and any allocations or distributions made to such Inactive Management Member shall be deemed for tax purposes to be made to such Inactive Management Member in its capacity as a Member.
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Inactive Management Members. If a Management Member ceases to be employed by the Company or any of its Subsidiaries for any reason (it being understood that if the Management Member remains employed by MRM, he or she will not be treated as an Inactive Member), such Management Member shall thereafter be referred to herein as an “Inactive Management Member” with only the rights of an Inactive Management Member specified herein with respect to such Restricted Common Units and Profits Units.
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Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company or one of its Subsidiaries in connection with the termination of employment of such Member for any reason, the Common Units held by such Member shall cease to have voting rights and such Member shall be thereafter referred to herein as an “Inactive Management Member” with only the rights of an Inactive Management Member specified herein. Notwithstanding the foregoing, such Inactive Management Member shall continue to be treated as a Member (including, for the avoidance of doubt, for purposes of Article IX hereof). If an Inactive Management Member violates any material provision of this Agreement or materially breaches any written covenant or agreement with the Company or any of its Subsidiaries not to disclose any information pertaining to the Company or such Subsidiary or not to compete or interfere with the Company or such Subsidiary, and the Majority Sponsors determine that in light of such material breach and the circumstances relating thereto that it would be appropriate to do so, such Majority Sponsors (acting through the Override Unit Committee) may determine that all or any portion of the Override Units issued to such Inactive Management Member shall be forfeited.
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Related to Inactive Management Members

  • Management Members and Shares 8 2.1 Rights and Duties of the Manager. 8 2.2 Officers 9 2.3 Members. 9

  • Labour Management Meetings The committee meeting shall normally be held every second month however, either party may call a meeting of the Joint Labour Management Committee. The meeting shall be held at a time and place fixed by mutual agreement but no later than fourteen (14) calendar days after the initial request, unless mutually agreed.

  • Union/Management Meetings ‌ The Union Committee and the Senior Union Official of the Union, or her/his representative, shall, as occasion warrants, meet with the Committee on Labour Relations for the purpose of discussing and negotiating a speedy settlement of any grievance or dispute arising between the Employer and the employee concerned, including possible re-negotiations relative to this Agreement and the Schedules which are a part hereof. However, except for renegotiations of Agreements, these matters shall be introduced to such meetings only after the established grievance procedure has been followed. Grievances of a general nature may be initiated by a member of the Union Committee in step two of the grievance procedure outlined in Article 9.04.

  • Executive Management The Contractor agrees to have an executive management function with clear authority over all the administrative functions noted herein.

  • EMPLOYEE-MANAGEMENT ADVISORY COMMITTEE 10.01 The Parties to this Collective Agreement agree to establish Employee-Management Advisory Committee(s) (EMAC) within the sites. Each Committee will consist of a maximum of six (6) persons with equal representation from the Parties. 10.02 In a site that has an established mechanism(s) that performs the functions of the EMAC as described in Clause 10.08 and where the mechanism(s) provides for the representation from this bargaining unit then the Employer and the Union Representative may mutually agree to waive Clause 10.01. 10.03 The representatives of the Employer on EMAC shall be those persons or alternates employed and designated by the Employer from time-to-time. 10.04 The representatives of the Union on EMAC shall be those Employees or Employee alternates designated by the Local from time-to-time. 10.05 The Parties mutually agree that the representatives of the Employer and the Union on EMAC should be the persons in authority whose membership should be as constant as reasonably possible with a minimum of alteration or substitution. 10.06 The Chair on EMAC shall be the senior representative of the Employer, and the Vice-Chair shall be the senior representative of the Union. 10.07 EMAC shall meet at a mutually acceptable hour and date. Either the Chair or the Vice-Chair may mutually call a special meeting to deal with urgent matters. 10.08 It is the function of EMAC to consider matters of mutual concern affecting the relationship of the Employer to its Employees and to advise and make recommendations to the Employer and the Union with a view to resolving difficulties and promoting harmonious relations between the Employer and its Employees. Zone matters of mutual concern may be referred to the Joint Task Force. 10.09 Either the Employer or the Union may have experts or advisors present at meetings of EMAC to make submissions to or to assist EMAC in the consideration of any specific problem. Each Party shall give the other reasonable advance notice of the anticipated presence of such experts or advisors. 10.10 Where an EMAC has not been established within a site, the Union may request a meeting with the designated Human Resources Department to discuss the formation of EMAC(s). 10.11 Within thirty (30) days of the request, the Parties will meet to discuss membership and subsequent development of Terms of Reference in accordance with Article 10: Employee Management Advisory Committee. (a) Every effort will be made by the Parties to schedule this Committee meeting during an appointed Employee’s regular working hours; and (b) In continuous operations, when (i) an Employee is not scheduled to work; and (ii) it is not possible to schedule the meetings during a time when the Employee is scheduled to work; and (iii) no alternate attendee is available or appropriate to attend, an Employee who attends a EMAC meeting shall be paid at the basic hourly rate of pay. 10.13 Time spent in meetings of this Committee (inclusive of travel time) during an Employee’s scheduled working hours shall be considered time worked and the Basic Rate of Pay will be paid to such Employees. 10.14 Where applicable, an Employee shall be entitled to claim travel time expenses in accordance with Article 38: Transportation and Subsistence.