Joint Appointee Sample Clauses

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Joint Appointee. (a) Both the Company (acting through the Board and the Governance and Nominating Committee of the Board) and the SailingStone Parties shall have the ability to recommend to the other party a director candidate(s) for appointment to the Board (subject to the criteria set forth in paragraph (c) below) and shall consider in good faith any director candidate(s) proposed by the other party for such directorship. Upon the recommendation of a director candidate by the Company or the SailingStone Parties, as applicable (a “Submitting Party”) to the other Party (the “Receiving Party”), the Receiving Party shall notify the Submitting Party as promptly as reasonably practicable whether or not such Receiving Party consents to the recommendation of such Submitting Party. If such Receiving Party does not consent to the recommendation of such Submitting Party (it being understood that a Receiving Party may withhold its consent in its sole discretion), each of the Company and the SailingStone Parties shall have the right to continue to recommend to the other Party additional director candidates, which the other Party shall consider in good faith and on an as promptly as reasonably practicable basis, and the Parties shall continue to follow the procedures of this Section 1.1(a) until the Company and the SailingStone Parties mutually agree on a director candidate to be appointed to the Board (such candidate, the “Joint Appointee”). The Joint Appointee shall be elected to the Board as promptly as reasonably practicable after such mutual agreement by the Company and the SailingStone Parties. (b) It is understood that as part of the consideration of director candidates by the Company (whether proposed by the Company or the SailingStone Parties), the Company’s Governance and Nominating Committee shall consider (on an as promptly as reasonably practicable basis) whether such candidates meet the applicable criteria for service as a director of the Company (including the criteria set forth in paragraph (c) below). (c) The Joint Appointee must: (i) be “independent” within the meaning of all applicable securities laws and the rules under the New York Stock Exchange, (ii) not be or have been affiliated with the SailingStone Parties or the Company, (iii) have a background in engineering and in the oil and gas sector, and (iv) have a track record of creating shareholder value, and have specific experience with respect to incentive compensation and other financial issues.
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Joint Appointee. (a) The Province and the Partnership shall, forthwith after the Effective Date, and annually thereafter, mutually appoint a Person, not in the employ of or contracted to the Province, BCLC or any other Agent of the Province, or of the Partnership, any Limited Partner or any of the Eligible First Nations, who shall be a certified general or chartered accountant or a firm of certified general or chartered accountants, unless otherwise mutually agreed, to act as the joint appointee of the Parties for the purposes of this Agreement (the “Joint Appointee”). (b) The appointment of the Joint Appointee shall be pursuant to and be upon the terms set out in a formal written retainer agreement (the “Joint Retainer Agreement”) agreed among the Province, the Partnership and such Joint Appointee and shall continue until a replacement is appointed by the Province and the Partnership and such replacement has accepted his or her appointment. The Joint Appointee will operate with the authority granted to it under and in accordance with the provisions of this Agreement and the formal written retainer agreement with the Joint Appointee shall provide that the Joint Appointee shall perform the duties and obligations of the Joint Appointee set out in this Agreement. (c) The reasonable costs and expenses of the Joint Appointee will be paid by the Province.
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Joint Appointee. (a) The Province and OFNLP 2008 shall, on or before the Effective Date, and annually thereafter, mutually appoint a person, not in the employ of the Province, OLG or any other Agent of the Province, or of OFNLP, OFNLP 2008, any OFNLP Limited Partner or OFNLP 2008 Limited Partner or any of the First Nations in Ontario, who shall be a certified general or chartered accountant, unless otherwise mutually agreed, to act as the joint appointee of the parties for the purposes of this Agreement (the "Joint Appointee"). The appointment of the Joint Appointee shall be pursuant to and be upon the terms set out in a formal written retainer agreement agreed among the Province, OFNLP 2008 and such Joint Appointee and shall continue until a replacement is appointed by the Province and OFNLP 2008 and such replacement has accepted his or her appointment. If the Province and OFNLP 2008 cannot agree on the appointment of the Joint Appointee or a replacement appointee, then such appointment shall be referred to the Arbitrators pursuant to section 9.2 and such Arbitrators shall have the authority to appoint the Joint Appointee or the replacement appointee. The Joint Appointee will operate with the authority granted to it under and in accordance with the provisions of this Agreement and the formal written retainer agreement with the Joint Appointee shall provide that the Joint Appointee shall perform the duties and obligations of the Joint Appointee set out in this Agreement. (b) The reasonable costs and expenses of the Joint Appointee will be paid by the Province in accordance with the budget agreed to pursuant to section 5.3(c). The Joint Appointee will submit detailed invoices setting out his or her costs and expenses which will be reviewed by the Province and, subject to dispute of such costs and expenses by the Province, the Province shall pay such costs and expenses. (c) The Province and OFNLP 2008 shall agree on a budget providing for the costs and expenses of the Joint Appointee for each Fiscal Year prior to the end of the Preceding Fiscal Year. (d) Failure by the Province and OFNLP 2008 to agree on a Joint Appointee or a budget in respect thereof prior to the end of each Fiscal Year are matters which shall be referred directly to and determined by the Arbitrators under section 9.2.
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Joint Appointee. 4.4.1 The Province and OFN Limited Partnership shall, within 120 days of the date of this Agreement, within 60 days after the second anniversary date hereof, and annually thereafter, mutually appoint a person, not in the employ of the Province or of the Ontario First Nations, who shall be a certified general or chartered accountant, unless otherwise mutually agreed, to act as the joint appointee of the parties for the purposes of this Agreement (the "Joint Appointee"). The appointment of the Joint Appointee shall continue until a replacement is appointed by the Province and OFN Limited Partnership or pursuant to an order of an arbitrator under Section 9.3 and the replacement has accepted his or her appointment. The Joint Appointee will operate with the authority granted to him or her under this Agreement, and will act in accordance with the provisions of Sections 3.3.3, 4.5, 4.6, 4.7 and 9.8 relating to compliance with the provisions of Articles 3 and 4 and Section 7.5 of this Agreement. OFN Limited Partnership will consult with MFN Limited Partnership with respect to any appointment under this Section 4.4.1. 4.4.2 The costs and expenses of the Joint Appointee will be paid in accordance with the budget agreed to pursuant to Section 4.4.3 from Ongoing Net Revenues as specified in Section 1.1(aaf)(3)(i). The Joint Appointee will submit detailed invoices setting out his or her costs and expenses which will be reviewed by the Province and, if approved, the Province shall direct OLGC to pay such costs and expenses out of Ongoing Net Revenues. 4.4.3 The Province and Limited Partnerships shall agree on a budget providing for the costs and expenses of the Joint Appointee for each fiscal year of OFN Limited Partnership and MFN Limited Partnership prior to the end of the previous fiscal year.
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Related to Joint Appointee

  • Initial Appointment Upon entering the classified service, an Employee shall receive compensation at the minimum of the salary range of the classified position for which hired. When economic conditions, unusual employment conditions or exceptional qualifications of a candidate for employment indicate that a higher rate would be in the City's best interest, the Department Head with the approval of the Human Resources Manager may authorize hiring at a rate above the minimum for the classified position for which the Employee is being hired, but in all cases, the rate is not to exceed the maximum for the job classification.

  • SUPPLIER'S APPOINTMENT The Authority hereby appoints the Supplier as a potential provider of the Services and the Supplier shall be eligible to be considered for the award of Orders for such Services by the Authority and Other Contracting Bodies during the Term and in consideration of the Supplier agreeing to enter into this Framework Agreement and to perform its obligations under it the Authority agrees to pay and the Supplier agrees to accept on the signing of this Framework Agreement the sum of one (£1.00) pound sterling (receipt of which is hereby acknowledged by the Supplier).

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

  • Continuing Appointment A continuing appointment shall continue until retirement or until otherwise terminated pursuant to this Agreement.

  • Excluded Appointments With respect to the Excluded Appointments, (a) nothing in this Agreement shall give the Purchasers the right to control or defend any Proceeding to which any Seller or any of its Affiliates is a party to the extent such Proceedings have resulted in such Appointment being classified as an Excluded Appointment, and, except as may otherwise be agreed between the parties hereto, the Sellers or their Affiliates shall be responsible for the control, defense and/or settlement any such Proceeding and (b) the Sellers or their Affiliates shall be responsible for the control, defense and/or settlement of any matters that have resulted in such Appointment being treated as an Excluded Appointment because the Seller Representative reasonably determines that such appointment is required to be excluded pursuant to applicable Law. Subject to Section 8.2, the Purchasers shall use reasonable best efforts to take any Specified Actions reasonably requested by the Sellers in connection with the Sellers’ defense of such Proceedings or the settlement thereof; provided that the Sellers shall promptly reimburse the Purchasers for any reasonable, documented out-of-pocket costs and expenses incurred by the Purchasers in connection with taking any such actions.