Common use of Committees of Directors Clause in Contracts

Committees of Directors. Section 11. The board of directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. 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 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 by-laws, 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 corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. 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. Section 11. The board Board of directors Directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporationCorporation. 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 by-lawsBylaws, 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 corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving approve or adoptingadopt, or recommending recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law of Delaware DGCL to be submitted to stockholders for approval approval, or (ii) adoptingadopt, amending amend or repealing repeal any by-law bylaw of the corporation. 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 directorsCorporation.

Committees of Directors. Section 11. The board Board may, by resolution passed by a majority of directors may the authorized number of directors, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The board of directors Board 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 Board 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, Board or in these by-lawsbylaws, shall have and may exercise all the powers and authority of the board of directors Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving approve or adoptingadopt, or recommending recommend to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware DGCL to be submitted to stockholders for approval approval, or (ii) adoptingadopt, amending amend or repealing repeal any by-law bylaw of the corporation. 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. Section 11. The board of directors Board may designate one (1) or more committeescommittees of the Board, each committee of the Board to consist consist, of one (1) or more of the directors of the corporationCorporation. The board of directors Board may designate one (1) or more directors or members of the Board as alternate members of any committeecommittee of the Board, 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 Board 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, Board or in these by-lawsbylaws, shall have and may exercise all the powers and authority of the board of directors Board in the management of the business and affairs of the corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which that may require it; but no such committee or subcommittee shall have the power or authority in reference to the following matters: (i) approving approve or adoptingadopt, or recommending recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law of Delaware DGCL to be submitted to stockholders for approval approval, or (ii) adoptingadopt, amending amend or repealing repeal any by-law bylaw of the corporationCorporation. Such For so long as there are WWE Designees (as defined in the Governance Agreement), the Corporation shall, except as otherwise provided in the Governance Agreement, take all necessary action to cause each committee or committees shall have such name or names of the Board to be comprised of (x) at least three (3) directors and (y) one (1) more Endeavor Designee (as may be determined from time to time by resolution adopted by defined in the board of directorsGovernance Agreement) than WWE Designee(s).

Committees of Directors. Section 11. The board of directors Board may designate one (1) or more committees, each committee to consist consist, of one (1) or more of the directors of the corporationCorporation. The board of directors Board 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 Board 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, Board or in these by-lawsbylaws and except as otherwise prescribed by law, shall have and may exercise all the powers and authority of the board of directors Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require itCorporation; but no such committee shall have the power or authority in reference to the following matters: (i) approving approve or adoptingadopt, or recommending recommend to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware DGCL to be submitted to stockholders for approval approval, or (ii) adoptingadopt, amending amend or repealing repeal the Certificate of Incorporation or any by-law bylaw of the corporation. Such committee Corporation; adopt an agreement of merger or committees shall have such name consolidation; recommend to the stockholders the sale, lease or names as may be determined from time exchange of all or substantially all of the Corporation’s property and assets; recommend to time by resolution adopted by the board stockholders a dissolution of directorsthe Corporation or a revocation of a dissolution, or authorize the declaration of a dividend.

Committees of Directors. Section 11. The board of directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. 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 the 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 by-laws, 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 corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. 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. Section 11. The board Board of directors Directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. 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 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 Board of directors, or in these by-lawsDirectors, 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 corporation, and may authorize the seal of the corporation to be affixed to all papers which may require itCorporation; but no such committee shall have the power or authority in reference to the following matters: (ia) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law of Delaware DGCL to be submitted to stockholders for approval or (iib) adopting, amending or repealing any by-law bylaws of the corporationCorporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board Board of directorsDirectors 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. Section 11. The board of directors Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporationCorporation, subject to the Stockholders Agreement. The board of directors Board, subject to the Stockholders Agreement, 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 Board 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, Board or in these by-lawsbylaws, shall have and may exercise all the powers and authority of the board of directors Board in the management of the business and affairs of the corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving approve or adoptingadopt, or recommending recommend to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware DGCL to be submitted to stockholders for approval approval, or (ii) adoptingadopt, amending amend or repealing repeal any by-law bylaw of the corporation. 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 directorsCorporation.

Committees of Directors. Section 11. The board Board of directors may Directors may, by resolution passed by a majority of the whole board, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporationCorporation. The board of directors Board 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 the committee, the member or members 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, or in these by-lawsDirectors, 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 corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporationCorporation. Such Each committee or committees shall have such name or names as which may be determined from time to time by resolution adopted established by the board Board of directorsDirectors pursuant to these By-Laws may fix its own rules and procedures. Notice of meetings of committees, other than regular meetings provided for by the rules, shall be given to committee members.

Committees of Directors. Section 11. 3.11 The board Board of directors Directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors Directors of the corporationCorporation. The board Board of directors Directors may designate one (1) or more directors 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 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 by-lawsBylaws, 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 corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Revised Business Corporation Law Act of Delaware Nevada, as in effect from time to time, to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law provision of the corporation. 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 directorsthese bylaws.

Committees of Directors. Section 11. The board of directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. 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, directors or in these by-lawsbylaws, 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 corporation, and may authorize the seal of the corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving approve or adoptingadopt, or recommending recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law of Delaware DGCL to be submitted to stockholders for approval approval, or (ii) adoptingadopt, amending amend or repealing repeal any by-law bylaw of the corporation. 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. Section 11. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board of Directors, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The board of directors Board 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 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, or in these by-lawsDirectors, 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 corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to authorizing dividends on stock, issuing stock other than as provided in Section 2-411(b) of the following matters: (i) approving or adoptingMaryland General Corporation Law, or recommending to the stockholders, stockholders any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adoptingwhich requires stockholder approval, amending the bylaws, and approving any merger or repealing any by-law of the corporationshare exchange which does not require stockholder approval. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board Board of directorsDirectors.

Committees of Directors. Section 11. The board Board of directors Directors may designate one (1) or more committees, with each committee to consist of one (1) or more of the directors of the corporationCorporation. 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 by-lawsthe Bylaws of the Corporation, 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 corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following mattersmatter: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law bylaw of the corporationCorporation. Such Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or committees shall have such name more subcommittees, each subcommittee to consist of one or names as may be determined from time more members of the committee, and delegate to time by resolution adopted by a subcommittee any or all of the board powers and authority of directorsthe committee.

Committees of Directors. Section 11. The board Board may, by resolution passed by a majority of directors may the authorized number of directors, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The board of directors Board 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 Board 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, Board or in these by-lawsbylaws, shall have and may exercise all the powers and authority of the board of directors Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving approve or adoptingadopt, or recommending recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law of Delaware DGCL to be submitted to stockholders for approval or (ii) adoptingadopt, amending amend or repealing repeal any by-law bylaw of the corporation. 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.