MANAGEMENT OF CBI AND CENTENNIAL Clause Samples

The 'Management of CBI and Centennial' clause defines how the management and operational control of the entities CBI and Centennial will be structured and exercised. Typically, this clause outlines who has authority to make decisions, how those decisions are made, and may specify the roles and responsibilities of managers or managing members. For example, it might state whether management is vested in a board, a single manager, or shared among members, and detail the process for approving major actions. The core function of this clause is to establish clear governance procedures, thereby preventing disputes and ensuring efficient operation of the entities.
MANAGEMENT OF CBI AND CENTENNIAL. (A) From the Effective Date, through and including December 31, 2008 (the “Carry-Over Control Period”), the directors and officers of CBI and Centennial as of the Effective Date (and any replacements thereof elected by such directors, or recommended by such directors to HBI to be elected by HBI as the sole shareholder of the Surviving Corporation) shall continue to manage the business and affairs of the Surviving Corporation and Centennial prudently (as if such directors and officers were the owners of the Surviving Corporation and Centennial), in a safe and sound manner, in accordance with all applicable laws and regulations (including, without limitation, those of any Regulatory Authorities) and in compliance with any policies HBI has adopted or may adopt that are generally applicable to all of its bank Subsidiaries. In managing the business and affairs of the Surviving Corporation and Centennial, such directors and officers shall consult with HBI and its officers, and to the fullest extent possible coordinate the business operations of the Surviving Corporation and Centennial with HBI’s operations and those of HBI’s Subsidiaries. (B) During the Carry-Over Control Period, HBI shall not take any action the consequence of which shall be to: (1) Amend the Governing Documents of the Surviving Corporation or Centennial; (2) Remove, or fail to re-elect, any director of the Surviving Corporation or Centennial serving in such capacity on the Effective Date, or fail to elect any replacements thereof recommended by such directors to HBI to be elected by HBI as the sole shareholder of the Surviving Corporation; or (3) Otherwise direct the management of the business and affairs of the Surviving Corporation or Centennial; provided, however, that, notwithstanding the foregoing, HBI may: (i) elect, or require to be elected, one (1) director to the board of each of the Surviving Corporation and Centennial, which director shall serve ex officio on each board committee (and, as may be necessary in connection with the elections or committee membership of such directors, amend or require to be amended the Governing Documents of the Surviving Corporation or Centennial); (ii) remove any director, officer or employee of the Surviving Corporation or Centennial for Cause (as defined below), in the event that such removal shall not have been timely effected by action of the board or an officer of the Surviving Corporation or Centennial after a written request for removal shall be...
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Related to MANAGEMENT OF CBI AND CENTENNIAL

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • MANAGEMENT OF THE BUSINESS Pursuant to Section ▇▇-▇▇-▇▇▇ of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Staffing There shall be a clinician employed by the outside contractor for EAP Services who will be on-site a minimum of 20 hours a week. The clinician shall report directly to the outside contractor, Peer Assistance Oversight Committee and the MIF liaison. There shall be three full-time Peer Assistants reporting to the outside contractor.

  • Management Company The UCITS and its Sub-Funds are managed by the Management Company, in accordance with this Unit Trust Agreement for the account, and in the sole interest, of the Unitholders. In accordance with the applicable laws and regulations and this Unit Trust Agreement, the Management Company is entitled to dispose of the assets of the UCITS / Sub-Funds and to exercise any and all rights thereunder.