Management Appointments Sample Clauses
The MANAGEMENT APPOINTMENTS clause defines how key management positions within an organization or project are selected and appointed. Typically, it outlines the process for nominating, approving, or removing individuals from these roles, and may specify which party or governing body holds the authority to make such decisions. For example, it might require board approval for appointing a new CEO or set out procedures for replacing a project manager. This clause ensures clarity and consistency in leadership transitions, helping to prevent disputes and maintain effective oversight of management functions.
Management Appointments. The authorized size of the Board of Directors (the “Board”) shall not exceed five (5) members. Effective as of the Closing, the Board shall fill two (2) vacancies on the Board by appointing the individuals designated by HoD, it being acknowledged that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are the initial individuals so designated and agreed to by the Board and HoD (each, together with any successor designated in accordance with this Section 4.11, an “HoD Director”). For so long as HoD continues to hold any shares of the Company’s Common Stock, in the event that an HoD Director resigns, is removed, dies, or becomes disabled, HoD shall have the right to designate one or more replacement directors reasonably acceptable to the Board (each, a “Replacement HoD Director”). Upon receipt of written notice from HoD identifying (i) the HoD Director who has resigned, died, or become disabled, and (ii) the individual nominated to serve as the Replacement HoD Director, the Board shall promptly evaluate the Replacement HoD Director and confirm whether the Replacement HoD Director is reasonably satisfactory to the Board and upon such determination shall promptly (and in any event within five (5) Business Days) deliver the written request contemplated by the applicable Director Agreement, accept the tendered resignation (if applicable), and take all corporate action necessary to appoint the Replacement HoD Director to the resulting vacancy. Concurrently with the Closing, the Company shall appoint (a) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Company’s management team and (b) a finance executive reasonably acceptable to the Board and designated by HoD (the “Finance Executive”). For so long as HoD continues to hold any shares of the Company’s Common Stock, in the event that either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or the Finance Executive resigns, dies, or becomes disabled, HoD may, subject to the Board’s reasonable approval, nominate one or more replacement individuals reasonably acceptable to the Board, and the Company shall take all corporate action necessary to effect any such replacement.
Management Appointments. BrasilSat shall appoint the President and ▇▇▇▇ shall appoint the Chief Financial Officer and the independent auditors.
Management Appointments. The Chairman of the Board and the Chief Financial Officer shall be appointed by Party A; the Chief Executive Officer shall be nominated by Party B and approved by the Board of Directors; other senior management personnel shall be decided through consultation between the Parties. The following matters require approval by shareholders representing more than two-thirds of the voting rights:
(1) Election and replacement of directors and supervisors, and determination of matters concerning their remuneration;
(2) Review and approval of reports of the Board of Directors;
(3) Review and approval of the company’s profit distribution plans and plans for covering losses;
(4) Resolutions on increases or decreases in the company’s registered capital;
(5) Resolutions on the issuance of corporate bonds;
(6) Resolutions on the merger, division, dissolution, liquidation, or change of corporate form of the company;
(7) Amendments to the company’s articles of association;
(8) Decisions on plans for handling company credits and debts;
(9) Other powers and functions stipulated in the company’s articles of association. The following matters require approval by more than four-fifths of all directors:
(1) Reviewing operating and investment plans, financial budgets, and supervising their execution;
(2) Deciding on the appointment, removal, rewards, and punishments of other senior management personnel not appointed by the shareholders’ meeting, as well as employee compensation, benefits, and incentives;
(3) Determining the company’s organizational management structure and appointing the company’s manager and deputy managers;
(4) Formulating the company’s basic management systems;
(5) Other powers and functions granted by the company’s articles of association or the shareholders’ meeting.
Management Appointments. (a) Employees who accept Management Roles shall receive a management allowance to be determined by the Company in addition to salary and allowances set out in this Part 5.
(b) In this clause, Management Roles means Business Development Manager or Base Manager.
Management Appointments. The Founding Shareholders shall have the right to appoint and remove the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology Officer and officers at similar levels of the Company or any Subsidiary after consultation with the Board of Directors and approval by the director appointed by Temasek, provided that the Founding Shareholders have not transferred more than 50% of the Shares owned by them (in the aggregate) as of the Closing Date.
Management Appointments. The Board of Directors of Z3 shall approve the appointment of the new Board of Directors and principal officers of Z3 (“Management Appointments”). The Management Appointments shall include the following:
(a) Z3 shall designate [five] new directors and HPEV shall designate [four] directors which may be existing directors of Z3. [Three] of Z3’s designated directors shall be independent as defined by NASDAQ “(Independent”) and [two] of HPEV’s designated directors shall be Independent so that a majority of Z3’s directors shall be Independent. Z3 shall appoint two of the three members of the Audit Committee and HPEV shall appoint one such member, all of whom shall be Independent and one of whom will be a “financial expert” as defined by NASDAQ.
(b) Z3 shall appoint the Chairman of the Board, Chief Executive Officer and Chief Financial Officer of Z3. HPEV shall appoint the, the President, and the chief technology officer of Z3. In addition, HPEV shall appoint all officers of HPEV. The Board of Directors of HPEV shall consist of three individuals and Z3 shall appoint one of the board members of HPEV.
(c) The current management team of HPEV shall remain in place as will certain individuals management and otherwise for Z3. R▇▇▇ ▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇, Zig Z▇▇▇▇▇▇, B▇▇▇▇ ▇▇▇▇▇, T▇▇ ▇▇▇▇▇▇▇, B. M▇▇▇ ▇▇▇▇▇▇▇▇▇, and C. Q▇▇▇▇▇▇ ▇▇▇▇▇▇ shall each receive new five (5) year employment agreements or independent contractor agreements on terms mutually agreed upon by Z3 and HPEV and the parties; any or each may or may not be officers of either Z3 or HPEV, as Z3 shall approve.
Management Appointments