Amendment to Section 2.7 – Audit and Compensation Committees Sample Clauses

Amendment to Section 2.7 – Audit and Compensation Committees. Section 2.7 of the Stockholders Agreement is hereby deleted in its entirety and replaced with the following: The Board’s audit committee (“Audit Committee”) shall be comprised of three members, one of whom shall be an OMERS Group Designee and two of whom shall be Onex Group Designees; provided, however, that upon the election or appointment of an Outside Director to the Board, such Outside Director shall replace one of the Onex Group Designees (as selected by Onex) on the Audit Committee. The Board shall cause its compensation committee (“Compensation Committee”) to be comprised of not fewer than two members nor more than three members, one of whom shall be an OMERS Group Designee and up to two of whom shall be ONEX Group Designees; provided, however, if the Compensation Committee is comprised of three members, an Outside Director shall replace one of the Onex Group Designees (as selected by Onex) on the Compensation Committee. Except for the Audit Committee and the Compensation Committee, no other committees of the Board shall be established unless the OMERS Group is entitled to designate at least one-third of the members of any such committee. If any director serving on any committee shall cease to serve as a director of the Corporation for any reason or otherwise is unable to fulfill his or her duties on any such committee, he or she shall be succeeded by another director designated in accordance with Section 2.2 by the party initially designating such director; provided, however, that (i) an OMERS Group Designee shall not be entitled to attend any committee meeting during discussions of a transaction or other action relating to : OMERS or an Affiliate thereof and (ii) an Onex Group Designee shall not be entitled to attend any committee meeting during discussions of a transaction or other action relating to Onex or an Affiliate thereof. This Section 2.7 shall terminate, and rights and obligations of the parties hereunder shall cease to have any force or effect, at such time as the OMERS Group ceases to own the OMERS Minimum Percentage.
Sample 1
AutoNDA by SimpleDocs

Related to Amendment to Section 2.7 – Audit and Compensation Committees

  • Amendment to Section 4 07. Section 4.07 of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendment to Section 7 02. Section 7.02(c) of the Credit Agreement is amended and restated to read in its entirety as follows:

  • Amendment to Section 13 Section 13 of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Merger Agreement, (ii) the execution and delivery of the Tender and Support Agreement, (iii) the consummation of the Offer, (iv) the consummation of the Merger, and (v) the consummation of the other transactions contemplated in the Merger Agreement shall not be deemed to be a Section 13 Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 13.”

  • Amendment to Section 12 19. Section 12.19 is hereby amended and restated in its entirety to read as follows:

  • Amendment to Section 10 1. Section 10.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

  • Amendment to Section 3 4. Section 3.4 of the Note is amended to read in its entirety as follows:

  • Amendment to Section 6 1. Section 6.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendment to Section 9 04(a). Section 9.04(a) is hereby amended and restated in its entirety to read as follows:

  • Amendment to Section 8 22. Section 8.22 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendment to Section 5 04. Section 5.04 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!