Committee Resolution Sample Clauses

Committee Resolution. The Committee shall have the right and discretion to resolve all questions which may arise in connection with the Option and with its exercise.
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Committee Resolution. If the Committee is unable to reach a consensus on any issue within thirty (30) days after such issue being presented to the Committee by a Party, notwithstanding the exercise of its best efforts, then such issue shall be referred to the chief executive officers of INDEVUS and AVENTIS (the “CEOs”). Any final decision of the CEOs shall be conclusive and binding on the Parties hereto, and must be reached, if practicable under the circumstances, within thirty (30) days after being referred to the CEOs. In the event that the Committee and/or the CEOs are unable to reach a consensus, issues shall be determined finally and conclusively by INDEVUS. *CONFIDENTIAL TREATMENT REQUESTED
Sample 1
Committee Resolution. Not later than five (5) days from the Dispute Notification Date, the respective chief executive officers (or designated representative) of the Parties, convening as an Executive Committee, shall meet and discuss to resolve the dispute. Failure to resolve the dispute within 10 calendar days from commencement of discussions entitles the Party who raised the dispute to refer the matter in writing to arbitration in accordance with Section below.
Sample 1
Committee Resolution. Two representatives or other even number of --------------------- representatives, one half of whom shall be representative(s) of Interneuron and the remaining shall be representative(s) of Takeda, shall constitute a quorum of any meeting of the Committee. Each representative of each Party shall have one vote. If the Committee is unable to unanimously agree with respect to any issue, notwithstanding the exercise of its reasonable efforts in accordance with Section 4.3(a), (i) prior to the filing of the first NDA, such issue shall be referred to the Chief Executive Officer of Interneuron and the General Manager of the Pharmaceutical International Division of Takeda for resolution, and (ii) on or after the filing of the first NDA, such issue shall be referred to such General Manager of Takeda for resolution. Any final decision so made shall be conclusive and binding on the Parties. All issues not relating to the first NDA, including, without limitation, interpretation of this Agreement, shall be determined in accordance with the provisions of Section 11.7.
Sample 1
Committee Resolution. If a majority of the Committee is unable to -------------------- reach an agreement on any issue relating to the development of Licensed Product in the Territory, notwithstanding the exercise of its reasonable efforts as provided in SECTION 3.3, then such issue shall be referred to the chief executive officer of Interneuron (the "CEO"). Any final decision of the CEO shall be conclusive and binding on the Parties hereto. All other issues, including interpretation of this Agreement shall be determined in accordance with the provisions of SECTION 8.6
Sample 1

Related to Committee Resolution

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • Corporate Resolution As of the date hereof, Seller shall have received from Purchaser a certified copy of its corporate resolution approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency and other evidences of corporate authority as Seller or its counsel may reasonably request.

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