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. 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. 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 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

  • Transition Committee Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members designated by Baxter and Baxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Baxter and Baxalta (in a total number determined from time to time by the Parties). The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of an equal number of members representing each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such committee any of the powers of the Transition Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.14, and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by Baxter and at least one member of the Transition Committee designated by Baxalta. The Parties shall utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

  • Advisory Committee (a) The Partnership shall have a committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Investment Committee The board of directors of the insurance company shall appoint an investment committee of the investment manager as the investment committee of the insurance company. The investment committee shall meet at least once each quarter to review the investments and loans of the insurance company.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • Joint Steering Committee [***] following the Effective Date [***], a joint steering committee (the “JSC”) will be established by the Parties to provide oversight and to facilitate information sharing between the Parties with respect to the activities under this Agreement.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

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