Buyer Committee Sample Clauses

Buyer Committee. Buyer will appoint, at is sole discretion, a limited number of its board of managers to serve on an ABGCO Acquisition Committee to facilitate effective communication and execution of a purchase agreement with ABGCO.
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Buyer Committee. As of the date of this Agreement, Buyer has communicated the material terms of this Agreement, the Allowed Claim and the transactions contemplated hereby to the Committee of Unsecured Creditors (the “Buyer Committee”) in the Buyer Case and, to the actual knowledge of the Chief Financial Officer of Buyer and the Senior Vice President of Finance of Buyer, which are the Buyer’s primary officers involved in discussions with the Buyer Committee, neither Buyer nor its Representatives has received any indication from the Buyer Committee that it will object to this Agreement, the Allowed Claim or the transactions contemplated hereby.
Sample 1
Buyer Committee. At the Closing, the Board of Directors of Buyer shall appoint a committee (the “Buyer Committee”) consisting of (a) Pxxx Xxxxxx and another individual designated by Pxxx Xxxxxx, and (b) two “independent” directors of Buyer as of after the Closing, who shall be agreed to by each of Buyer and the Company before the Closing, to act on behalf of Buyer to take all necessary actions and make all decisions pursuant to (i) the matters set forth in Sections 1.04, 1.06, 1.07, 1.08, 7.05, 12.05, 12.06, 12.11, 12.13, and 12.18, and (ii) the Escrow Agreement (including with respect to Buyer’s right to indemnification pursuant to Article X). In the event of a vacancy in such committee, the Board of Directors of Buyer shall appoint as a successor a Person who would qualify as an “independent” director of Buyer and who has not had any relationship with the Company, Sponsor, or Buyer before the Closing. For the avoidance of doubt, such committee shall have the power and authority to act on behalf of Buyer, without any further approval or consent required from any director, officer, or stockholder of Buyer, to take any necessary action and make any necessary decision on behalf of Buyer as contemplated by this Section.
Sample 1
Buyer Committee. Prior to the Closing, the board of directors of Buyer shall appoint a committee (“Buyer Committee”) consisting of one or more of its then members to act on behalf of Buyer to take all necessary actions and make all decisions after the Closing pursuant to this Agreement, the Escrow Agreement regarding Buyer’s right to indemnification pursuant to Article IX hereof, and such other matters related to the Contemplated Transactions as may be required after the Closing Date. In the event of a vacancy in the Buyer Committee, the board of directors of Buyer, or after the consummation of the Sale and Purchase, a majority of those Persons who served on Buyer’s board of directors immediately prior to the Closing Date, shall appoint as a successor some other Person who would qualify as an “independent” director of Buyer and who has not had any relationship with the Company prior to the Closing.
Sample 1
Buyer Committee. Prior to the Closing, the Board of Directors of Buyer shall appoint a committee consisting of one of its then members to act on behalf of Buyer to take all necessary actions and make all decisions pursuant to the Escrow Agreement regarding Buyer’s right to indemnification pursuant to Article VII hereof. In the event of a vacancy in such committee, the Board of Directors of Buyer shall appoint as a successor a Person who was a director of Buyer prior to the Closing Date or some other Person who would qualify as an “independent” director of Buyer and who has not had any relationship with the Company prior to the Closing. Such committee is intended to be the “Committee” referred to in Article VII hereof and the Escrow Agreement.
Sample 1

Related to Buyer Committee

  • Calendar Committee The calendar committee is charged with the task of collaborating with site base teams in developing the academic calendar. The committee should complete its recommendations by consensus and report these to the Board no later than January 31.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Scheduling Committee (a) The parties agree to the formation of a Scheduling Committee to discuss and assist in resolving scheduling issues. (b) The committee will be comprised of equal representation from the Union and management. One Union Representative shall be the Bargaining Unit President and one Management Representative shall be the Chief Nursing Officer or designate. (c) Terms of Reference will be developed and mutually agreed to by the Committee.

  • Oversight Committee The Company and Union shall each appoint three members to be part of an Oversight Committee. The Oversight Committee will attempt to resolve any issues that may arise regarding this Letter of Agreement within forty-five (45) days. Issues that the Oversight Committee cannot resolve will be subject to the party’s grievance procedure Subsection 102.3(a)(2) timelines will be waived for the forty-five (45) day period.

  • Training Committee The parties to this Agreement may form a Training Committee. The Training Committee will be constituted by equal numbers of Employer nominees and ETU employee representatives and have a charter which clearly states its role and responsibilities. It shall monitor the clauses of this Agreement which relate to training and ensure all employees have equal access to training.

  • Joint Consultative Committee 46.1 The parties recognise the need for effective communication to improve the business/operational performance and working environment in agencies. 46.2 The parties acknowledge that decisions will continue to be made by the employer who is responsible and accountable to Government for the effective and efficient operation of the agency. 46.3 The parties agree that: (a) where the employer proposes to make changes likely to affect existing practices, working conditions or employment prospects of employees, the union and employees affected shall be notified by the employer as early as possible; (b) for the purposes of discussion the employer shall provide to the employees concerned relevant information about the changes, including the effect of the changes on employees, provided the employer shall not be required to disclose any information that is confidential; (c) in the context of discussions the union and employees are able to contribute to the decision making process; and (d) the Joint Consultative Committee (JCC) parties are to provide all reasonable and relevant information except confidential commercial, business or personal information, the release of which may seriously harm a party or individual. 46.4 Each agency will have a JCC comprising of the employer or their nominee, employer nominated representatives and union nominated representatives. 46.5 The JCC will convene within 28 days of a written request being received from either party. 46.6 The JCC will determine its own operating procedures. 46.7 JCCs will be a forum for consultation on issues such as: (a) development of workload management tools within the agency; (b) industrial issues; (c) fixed term and casual employment usage; (d) changes to work organisation and/or work practices occurring in the workplace; (e) agency implementation of recommendations from the ‘Functional Review of Government’; and (f) agency implementation of other aspects of this General Agreement. 46.8 Matters not resolved through the JCC can be referred to the provisions of clause 49 - Dispute Settlement Procedure.

  • Selection Committee A. Each building site will appoint a selection committee for the TLS. The committee shall be comprised of equal numbers of teachers and administrators and at least one teacher will be appointed by the Des Moines Education Association. B. The committee will accept and review application for a TLS position and will make recommendations to the hiring administrator. In developing recommendations, the committee will utilize measures of teacher effectiveness and professional growth, consider the needs of the school district and review the performance and professional development of the applicants. Teachers who are selected must meet all of the qualification contained in the TLS grant and contained in the law.

  • Advisory Committee The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “Advisory Committee”) to provide input and recommendations regarding remediation spending from that Settling State’s Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State-Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements: (i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details; (ii) Composition that includes at least an equal number of local representatives as state representatives; (iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their communities, their abatement needs, and proposals for abatement strategies and responses; and (iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.

  • Consultative Committee (a) To assist in creating a stable and co-operative environment for the project, a consultative committee has been established which shall operate in accordance with its charter. It is not the objective of parties to this clause that the committee would over-ride the function and responsibilities of management or unions.

  • Evaluation Committee 16.2.1 The Association and the Board agree to establish a standing joint Evaluation Development Committee for the purpose of regularly reviewing the effectiveness of the policy, procedure and process, including the evaluation instrument, for the evaluation of teachers in the District and to provide recommendations to the Superintendent and Board by April 30.

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