Supply of Executives to Serve as Officers of Fording ULC Sample Clauses

Supply of Executives to Serve as Officers of Fording ULC. (a) It is acknowledged and agreed that, subject to the direction and overriding authority of the Board of Directors and the Chief Executive Officer over the management and affairs generally of Fording ULC, the EVC Partnership will make executive personnel of the EVC Partnership available to Fording ULC to serve as officers of Fording ULC (other than the office of Chief Executive Officer) as may reasonably be required by Fording ULC in order to permit Fording ULC to operate effectively and to permit the Trust to fully comply with its obligations as a public reporting issuer listed on the Toronto Stock Exchange and the New York Stock Exchange, or such other stock exchanges on which the Units may, from time to time, be listed. (b) The EVC Partnership will provide its executive personnel to serve as the President, Chief Financial Officer, Senior Vice-President, Treasurer, Controller and Secretary of Fording ULC and such other positions as may be agreed. Such individuals, in their capacity as officers of Fording ULC, shall report to the Board of Directors through the Chief Executive Officer. The Parties expect that such individuals will fulfil their roles as both employees of the EVC Partnership and as officers of Fording ULC, and the EVC Partnership agrees to permit such individuals to allocate sufficient time to fulfil their offices with Fording ULC provided that it does not interfere with their primary role with the EVC Partnership. (c) The provision of each of the individuals to serve in the offices set forth in Section 2.1(b) shall be subject to the approval of a majority of the members of the Board of Directors who are ULC Independent Directors as defined in the Declaration of Trust. (d) The Parties agree that this is a non-exclusive arrangement and nothing in this Agreement: (i) precludes the Board of Directors from hiring other Persons as officers or otherwise, as it deems advisable in its sole discretion, to administer and manage the administrative affairs of Fording ULC and to provide other services to Fording ULC; or (ii) requires the EVC Partnership to hire or retain the services of any particular individual. (e) In the event that the employment of any employee of the EVC Partnership provided to serve as an officer of Fording ULC is terminated by the EVC Partnership, the EVC Partnership shall notify Fording ULC of such termination on the date of termination or as far in advance of termination as is reasonably practicable in the circumstances, and of...
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Related to Supply of Executives to Serve as Officers of Fording ULC

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.