Common use of Committees of Directors Clause in Contracts

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (b) adopt, amend or repeal any bylaw of the Company.

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Board, may designate one or more committees, each committee to consist of one or more of the directors of the CompanyCorporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (b) adopt, amend or repeal any bylaw of the CompanyCorporation.

Committees of Directors. The Board board of Directors may, by resolution passed by a majority of the Whole Board, directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Companycorporation. The Board board of Directors directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directors directors, or in these bylawsby-laws, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Companycorporation, and may authorize the seal of the Company corporation to be affixed to all papers that which may require it; but no such committee shall have the power or authority in reference to the following matters: (ai) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL General Corporation Law of Delaware to be submitted to stockholders for approval, approval or (bii) adoptadopting, amend amending or repeal repealing any bylaw by-law of the Companycorporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Board, may designate one or more committees, each committee to consist of one or more of the directors of the CompanyCorporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsBylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (ai) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (bii) adopt, amend or repeal any bylaw of the CompanyCorporation.

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Board, may designate one or more committees, each such committee to consist of one or more of the directors of the Companycorporation. Each committee (including the members thereof) shall serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Companycorporation, and may authorize the seal of the Company corporation to be affixed to all papers that which may require it; but no such committee shall have the power or authority in reference to (a) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by Chapter 1 of the DGCL Delaware General Corporation Law to be submitted to stockholders for approvalapproval or adopting, amending or (b) adopt, amend or repeal any bylaw repealing the By-Laws of the Companycorporation.

Committees of Directors. The Board of Directors may, by resolution passed by a majority may designate one (1) or more committees in accordance with Section 141(c) of the Whole Board, designate one or more committeesDGCL, each committee to consist consist, of one (1) or more of the directors of the CompanyCorporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (ai) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (bii) adopt, amend or repeal any bylaw of the CompanyCorporation.

Committees of Directors. The Board board of Directors may, by resolution passed by a majority of the Whole Board, directors may designate one or more committees, each committee to consist of one or more of the directors of the Companycorporation. The Board board of Directors directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directors directors or in these bylaws, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Companycorporation, and may authorize the seal of the Company corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (ai) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (bii) adopt, amend or repeal any bylaw of the Companycorporation.

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Boardwhole Board of Directors, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Companycorporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Companycorporation, and may authorize the seal of the Company corporation to be affixed to all papers that which may require it; but no such committee shall have the power or authority in reference to (aauthorizing dividends on stock, issuing stock other than as provided in Section 2-411(b) approve or adoptof the Maryland General Corporation Law, or recommend recommending to the stockholders, stockholders any action which requires stockholder approval, amending the bylaws, and approving any merger or matter (other than the election share exchange which does not require stockholder approval. Such committee or removal of directors) expressly required committees shall have such name or names as may be determined from time to time by resolution adopted by the DGCL to be submitted to stockholders for approval, or (b) adopt, amend or repeal any bylaw Board of the CompanyDirectors.

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Board, may designate one or more committees, each committee to consist consist, of one or more of the directors of the CompanyCorporation. The Unless otherwise required by the Stockholders Agreement, the Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In Unless otherwise required by the Stockholders Agreement, in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law or provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (ai) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (bii) adopt, amend or repeal any bylaw of the CompanyCorporation.

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Board, may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committeeCorporation which, to the extent provided in the by resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require itCorporation; but no such committee shall have the power or authority in reference to the following matters: (a) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, approval or (b) adoptadopting, amend amending or repeal repealing any bylaw bylaws of the CompanyCorporation. Such committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors and, when required by the Board of Directors, shall keep regular minutes of their proceedings and report the same to the Board of Directors. In the absence or disqualification of a member of a committee, the member or members of such committee who are present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law or the Certificate of Incorporation.

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Board, may designate one (1) or more committees, each committee to consist consist, of one (1) or more of the directors of the CompanyCorporation. Subject to any applicable provisions in the Stockholders Agreement, all members of any committee of the Board shall serve at the pleasure of the Board. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsBylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (ai) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (bii) adopt, amend or repeal any bylaw of the CompanyCorporation or (iii) take any action or assume any authority otherwise prohibited by applicable law (including the rules and regulations of any stock exchange applicable to the Corporation).

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (b) adopt, amend or repeal any bylaw of the Company. Each committee and subcommittee shall keep regular minutes of its meetings.

Committees of Directors. The Board of Directors may, by resolution passed by a majority of the Whole Boardauthorized number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Companycorporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Companycorporation, and may authorize the seal of the Company corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (ai) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, approval or (bii) adopt, amend or repeal any bylaw of the Companycorporation.