Committees of the Board of Directors. (a) From and after the Effective Date, the Company shall, and each OEP Stockholder shall use its reasonable best efforts to, cause the Board of Directors to establish and maintain the following committees: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) an Integration Committee (it being understood that the Integration Committee will only be maintained for such period of time as may be determined by the Board of Directors). The Board of Directors may also establish and maintain any other committee as the Board of Directors shall determine in its discretion. (b) For as long as an Investor Designee meets the criteria of Section 2.1(c)(ii) as an Independent Director, such Investor Designee will be eligible to be appointed and remain on all committees established by the Board of Directors, including the Audit Committee, the Compensation Committee, the Integration Committee (if then in existence) and the Nominating and Corporate Governance Committee; provided that, for the avoidance of doubt, any Investor Designee on the Integration Committee need not be an Independent Director. (c) For as long as the OEP Stockholders (i) have the right to designate at least one (1) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent Director: (i) The Nominating and Corporate Governance Committee shall be comprised of three (3) Independent Directors (A) who are selected by a majority of the Independent Directors then serving on the Board of Directors, (B) at least two (2) of whom are not Investor Designees, and (C) one (1) of whom who is an Investor Designee. (ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, provided that such determination shall be subject in all cases to (A) the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case of the Nominating and Corporate Governance Committee, with such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) of the Internal Revenue Code to have a compensation committee comprised solely of two (2) or more outside directors; (B) in the case of any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, each member thereof being disinterested in the good faith determination of the Nominating and Corporate Governance Committee; and (C) to the extent consistent with the foregoing clause (A), for as long as the OEP Stockholders have the right to designate at least three (3) Directors under Section 2.1(a)(ii), at least one (1) member of each such committee shall be an Investor Designee. (d) No OEP Stockholder shall knowingly circumvent the director nominee process established by the Board of Directors’ Nominating and Corporate Governance committee in accordance with the terms of this Agreement through proxy solicitations or contests. (e) For so long as the Investor Designees that the OEP Stockholders are entitled to designate under Section 2.1(a)(ii) represent at least a majority of the Board of Directors, an Investor Designee designated by the OEP Majority Interest shall be the Chairman of each of the Compensation Committee, the Nominating and Corporate Governance Committee and the Integration Committee. The Investor Designee designated and appointed as the Chairman of the Integration Committee shall not be required to be an Independent Director. (f) Each provision of this Section 2.2 shall (unless such provision otherwise expires earlier in accordance with its terms) expire on such date as when the OEP Stockholders no longer have a right to designate any Investor Designees under Section 2.1(a)(ii).
Appears in 2 contracts
Samples: Principal Stockholders Agreement (Sonus Networks, Inc.), Merger Agreement (Sonus Networks Inc)
Committees of the Board of Directors. (a) From and after the Effective Date, the Company shall, and each OEP Stockholder shall use its reasonable best efforts to, cause the Board of Directors to establish and maintain the following committees: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) an Integration Committee (it being understood that the Integration Committee will only be maintained for such period of time as may be determined by the Board of Directors). The Board of Directors may also establish by resolution designate one or more committees, each of which shall be comprised of two or more Directors, and maintain may designate one or more of the Directors as alternate members of any other committee as the Board of Directors shall determine in its discretion.
(b) For as long as an Investor Designee meets the criteria of Section 2.1(c)(ii) as an Independent Directorcommittee, such Investor Designee will be eligible who may, subject to be appointed and remain on all committees established any limitations imposed by the Board of Directors, including the Audit Committee, the Compensation Committee, the Integration Committee (if then in existence) and the Nominating and Corporate Governance Committee; provided that, for the avoidance replace absent or disqualified Directors at any meeting of doubt, any Investor Designee on the Integration Committee need not that committee. Any decisions to be an Independent Director.
(c) For as long as the OEP Stockholders (i) have the right to designate at least one (1) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent Director:
(i) The Nominating and Corporate Governance Committee shall be comprised of three (3) Independent Directors (A) who are selected made by a majority of the Independent Directors then serving on the Board of Directors, (B) at least two (2) of whom are not Investor Designees, and (C) one (1) of whom who is an Investor Designee.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any shall require the approval of its Affiliates, on the one hand, and the Company, on the other hand, provided that such determination shall be subject in all cases to (A) the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case a majority of the Nominating and Corporate Governance Committee, with votes of such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) of the Internal Revenue Code to have a compensation committee comprised solely of two (2) or more outside directors; (B) in the case of any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, each member thereof being disinterested in the good faith determination of the Nominating and Corporate Governance Committee; and (C) to the extent consistent with the foregoing clause (A), for as long as the OEP Stockholders have the right to designate at least three (3) Directors under Section 2.1(a)(ii), at least one (1) member of each such committee shall be an Investor DesigneeDirectors.
(db) No OEP Stockholder shall knowingly circumvent the director nominee process established by Any committee of the Board of Directors’ Nominating , to the extent provided in any resolution of the Board of Directors, shall have and Corporate Governance may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the establishment of such committee. Any committee in accordance members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the Board of Directors subject to the limits on designation of replacement provided above and provided that any Fiat Director, or Independent Director designated by Fiat, that serves on a committee shall only be removed with the terms approval of a majority of the Fiat Directors. Each committee of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided in this Agreement through proxy solicitations Agreement, the charter for such committee, or contests.
(e) For so long as by a resolution of the Investor Designees that Board of Directors designating such committee. The charter for any such committee may be amended with the OEP Stockholders are entitled to designate under Section 2.1(a)(ii) represent at least consent of a majority of the Board of Directors, an Investor Designee .
(c) There is hereby established the audit committee of the Board of Directors (the “Audit Committee”). The composition of the Audit Committee shall be set forth in the Audit Committee Charter and shall include at least one Independent Director designated by Fiat. The Board of Directors shall appoint as Chairman of the OEP Majority Audit Committee an Independent Director. The Audit Committee shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Audit Committee Charter of the Company as in effect from time to time. The Audit Committee shall report its actions, findings and reports to the Board of Directors on a regular basis.
(d) There is hereby established the compensation committee of the Board of Directors (the “Compensation Committee”). The composition of the Compensation Committee shall be set forth in the Compensation Committee Charter and shall include at least one Independent Director designated by Fiat (or a Fiat Director, at any time during which the Fiat Group owns a Total Interest exceeding fifty percent (50%)). The Board of Directors shall appoint as Chairman of the Compensation Committee an Independent Director designated by Fiat (or a Fiat Director, at any time during which the Fiat Group owns a Total Interest exceeding fifty percent (50%)). The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company and shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Compensation Committee Charter of the Company as in effect from time to time.
(e) There is hereby established the executive committee of the Board of Directors (the “Executive Committee”). The composition of the Executive Committee shall be set forth in the Executive Committee Charter and shall include at least one Fiat Director. A Fiat Director shall be the Chairman of each of the Compensation Committee, the Nominating and Corporate Governance Committee and the Integration Executive Committee. The Investor Designee designated Executive Committee shall have and appointed may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Chairman Executive Committee Charter of the Integration Committee shall not be required Company as in effect from time to be an Independent Directortime.
(f) Each provision of this Section 2.2 shall (unless such provision otherwise expires earlier in accordance with its terms) expire on such date as when the OEP Stockholders no longer have a right to designate any Investor Designees under Section 2.1(a)(ii).
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Chrysler Group LLC)
Committees of the Board of Directors. (a) From and after the Effective Date, the Company shall, and each OEP Stockholder shall use its reasonable best efforts to, cause There may be an Executive Committee of the Board of Directors to establish be comprised of at least three (3) directors. Unless another member is designated, the Chairman of the Executive Committee or the Chairman of the Board of Directors shall be designated as Chairman of the Executive Committee. The Executive Committee shall include the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, and maintain the following committees: Chief Executive Officer (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance if different than the Chairman of the Board). The members of the Executive Committee and (iv) an Integration Committee (it being understood that shall be nominated by the Integration Committee will only be maintained for such period Chairman of time as may be determined the Board of Directors subject to ratification by the Board of Directors). The Board of Directors may also establish and maintain any other committee as the Board of Directors shall determine in its discretion.
(b) For During the intervals between the meetings of the Board of Directors, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and 99 affairs of the Corporation, subject to Article IV, Section 6 below, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that the Executive Committee shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by the Executive Committee, or any resolution of the Board of Directors concerning the establishment or membership of the Executive Committee, and the Executive Committee shall not have the authority of the Board of Directors in reference to matters required by law to be passed upon by the full Board.
(c) The Executive Committee shall meet from time to time on call of its Chairman. Meetings of the Executive Committee may be held at such place or places, within or without the State of Delaware, as long the Executive Committee shall determine or as an Investor Designee meets may be specified or fixed in the criteria respective notices or waivers of Section 2.1(c)(iisuch meetings. The Executive Committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a written record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken.
(d) The Executive Committee shall act by majority vote of its members.
(a) There is hereby created a Nominating Committee of the Board of Directors to be comprised of at least three (3) directors appointed by the Chairman of the Board of Directors, one of whom shall be designated as an Independent Director, such Investor Designee Chairman of the Nominating Committee. The Nominating Committee shall be appointed at the first meeting of the Board of Directors following the annual meeting of the stockholders.
(b) The Nominating Committee so appointed will be eligible authorized to field a slate of candidates for positions on the Board of Directors becoming vacant at the next annual meeting of the stockholders of the Corporation or becoming vacant as a result of a vacancy on the Board of Directors.
(c) The Nominating Committee shall meet from time to time on call of its Chairman. Meetings of the Nominating Committee may be held at such place or places, within or without the State of Delaware, as the Nominating Committee shall determine or as may be specified or fixed in the respective notices or waivers of such meetings. The Nominating Committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a written record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken.
(d) The Nominating Committee shall act by a majority vote of its members.
(a) There is hereby created a Audit Committee of the Board of Directors to be appointed comprised of at least three (3) directors, all of whom shall be non-employee directors and remain on all committees established one of whom shall be designated as Chairman of the Audit Committee. The members of the Audit Committee shall be nominated by the Chairman of the Board of Directors subject to ratification by the Board of Directors, including .
(b) The Audit Committee shall recommend a formal written charter for adoption by the Board of Directors. The Charter shall specify (i) the scope of the Audit Committee's responsibilities and how it carries out those responsibilities, including structure, processes and membership requirements; (ii) that the Compensation Committee, outside auditor is ultimately accountable to the Integration Committee (if then in existence) Board of Directors and the Nominating Audit Committee of the Corporation, that the Audit Committee and Corporate Governance CommitteeBoard of Directors have the ultimate authority and responsibility to select, evaluate, and where appropriate, replace the outside auditor (or to nominate the outside auditor to be proposed for shareholder approval in a proxy statement to the stockholder); provided that(iii) that the Audit Committee is responsible for ensuring that the outside auditor submits on a periodic basis to the Audit Committee a formal written statement delineating all relationships between the auditor and the Corporation, for actively engaging in a dialogue with the avoidance outside auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of doubtthe outside auditor and for recommending that the Board of Directors take appropriate action in response to the outside auditor's report to satisfy itself of the outside auditor's independence; and (iv) such other matters as may otherwise be required to be addressed by the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange or other applicable regulatory authorities and as may be desirable to the Audit Committee. The Audit Committee shall review the Charter annually, reassess the adequacy of the Charter, and recommend any Investor Designee on proposed changes to the Integration Committee need not be an Independent DirectorCharter for adoption by the Board of Directors.
(c) For as long The Audit Committee shall meet from time to time on call of its Chairman. Meetings of the Audit Committee may be held at such place or places, within or without the State of Delaware, as the OEP Stockholders (i) Audit Committee shall determine or as may be specified or fixed in the respective notices or waivers of such meetings. The Audit Committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a written record of its proceedings and shall report these proceedings to the 101 Board of Directors at the meeting thereof held next after they have the right to designate at least one (1) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent Director:been taken.
(id) The Nominating and Corporate Governance Audit Committee shall act by a majority vote of its members.
(a) There is hereby created a Compensation Committee of the Board of Directors to be comprised of at least three (3) Independent directors, one of whom shall be designated as Chairman of the Compensation Committee. The members of the Compensation Committee shall be nominated by the Chairman of the Board of Directors subject to ratification by the Board of Directors.
(Ab) who are selected The Compensation Committee so appointed will be authorized to recommend to the Board of Directors from time to time the compensation to be made to all officers, directors and committee members (hereinafter "Executive Compensation") of the Corporation. The compensation may include but is not limited to salary, bonus, stock options, stock appreciation rights, restricted stock awards, other annual compensation, deferred compensation, retirement benefits, and any mixture thereof as the Compensation Committee deems appropriate in light of the performance of the Corporation.
(c) The Compensation Committee shall meet from time to time on call of its Chairman. Meetings of the Compensation Committee may be held at such place or places, within or without the State of Delaware, as the Compensation Committee shall determine or as may be specified or fixed in the respective notices or waivers of such meetings. The Compensation Committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a written record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken.
(d) The Compensation Committee shall act by a majority vote of its members.
SECTION 5. The Board of Directors, by resolution adopted by a majority of the Independent entire Board, may create one or more additional committees, which shall have and may exercise such powers of the Board of Directors then serving on as may be determined from time to time by the Board of Directors, (B) . Each committee shall be comprised of at least two three (23) directors appointed by the Chairman of whom are not Investor Designees, and (C) one (1) the Board of whom who is an Investor DesigneeDirectors subject to ratification by the Board of Directors.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any SECTION 6. No committee of the Board of Directors established shall have the power or authority to consider approve or adopt, or recommend to stockholders, any transaction between action or matter expressly required by applicable law to be submitted to stockholders for approval or to adopt, amend or repeal any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, provided that such determination shall be subject in all cases to (A) the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case By-Law of the Nominating and Corporate Governance Committee, with such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) of the Internal Revenue Code to have a compensation committee comprised solely of two (2) or more outside directors; (B) in the case of any Corporation. No committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, each member thereof being disinterested in the good faith determination of the Nominating and Corporate Governance Committee; and (C) to the extent consistent with the foregoing clause (A), for as long as the OEP Stockholders shall have the right power or authority to designate at least three (3) Directors under Section 2.1(a)(ii)declare a distribution, at least one (1) member or dividend or to authorize the issuance of each such stock. Any committee shall be an Investor Designee.
(d) No OEP Stockholder shall knowingly circumvent the director nominee process established by the Board of Directors’ Nominating and Corporate Governance committee in accordance with the terms of this Agreement through proxy solicitations or contests.
(e) For so long as the Investor Designees that the OEP Stockholders are entitled to designate under Section 2.1(a)(ii) represent at least a majority of the Board of Directors, an Investor Designee designated by and each member thereof, shall serve at the OEP Majority Interest shall be the Chairman of each pleasure of the Compensation Committee, the Nominating and Corporate Governance Committee and the Integration Committee. The Investor Designee designated and appointed as the Chairman Board of the Integration Committee shall not be required to be an Independent DirectorDirectors.
(f) Each provision of this Section 2.2 shall (unless such provision otherwise expires earlier in accordance with its terms) expire on such date as when the OEP Stockholders no longer have a right to designate any Investor Designees under Section 2.1(a)(ii).
Appears in 1 contract
Committees of the Board of Directors. (a) From and after the Effective Date, the Company shall, and each OEP Stockholder shall use its reasonable best efforts to, cause the Board of Directors to establish and maintain the following committees: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) an Integration Committee (it being understood that the Integration Committee will only be maintained for such period of time as may be determined by the Board of Directors). The Board of Directors may also establish by resolution designate one or more committees, each of which shall be comprised of two or more Directors, and maintain may designate one or more of the Directors as altemnate members of any other committee as the Board of Directors shall determine in its discretion.
(b) For as long as an Investor Designee meets the criteria of Section 2.1(c)(ii) as an Independent Directorcommittee, such Investor Designee will be eligible who may, subject to be appointed and remain on all committees established any limitations imposed by the Board of Directors, including the Audit Committee, the Compensation Committee, the Integration Committee (if then in existence) and the Nominating and Corporate Governance Committee; provided that, for the avoidance replace absent or disqualified Directors at any meeting of doubt, any Investor Designee on the Integration Committee need not that committee. Any decisions to be an Independent Director.
(c) For as long as the OEP Stockholders (i) have the right to designate at least one (1) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent Director:
(i) The Nominating and Corporate Governance Committee shall be comprised of three (3) Independent Directors (A) who are selected made by a majority of the Independent Directors then serving on the Board of Directors, (B) at least two (2) of whom are not Investor Designees, and (C) one (1) of whom who is an Investor Designee.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any committee of the Board of Directors established shall require the approval of a majority of the votes of such committee of the Board of Directors.
(b) Any committee of the Board of Directors, to consider the extent provided in any transaction between any OEP Stockholder resolution of the Board of Directors, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of its Affiliates, the Board of Directors subject to the limits on the one hand, designation of replacement provided above and the Company, on the other hand, provided that such determination any Fiat Director, or Independent Director designated by Fiat, that serves on a committee shall only be subject in all cases to (A) removed with the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case approval of a majority of the Nominating Fiat Directors. Each committee of Directors may fix its own rules of procedure and Corporate Governance Committeeshall hold its meetings as provided by such rules, with except as may otherwise be provided in this Agreement, the charter for such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) committee, or by a resolution of the Internal Revenue Code to have a compensation committee comprised solely Board of two Directors designating such committee.
(2c) or more outside directors; (B) in There is hereby established the case of any audit committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any (the "Audit Committee"5). The composition of its Affiliates, on the one hand, and the Company, on the other hand, each member thereof being disinterested Audit Committee shall be set forth in the good faith determination Audit Committee Charter and shall include the Independent Director designated by Fiat. The Board of Directors shall appoint as Chairman of the Nominating Audit Committee an Independent Director. The Audit Committee shall have and Corporate Governance Committee; may exercise such powers, authority and (C) responsibilities as may be granted to it pursuant to the extent consistent with Audit Committee Charter of the foregoing clause (A)Company as in effect from time to time. The Audit Committee shall report its actions, for as long as findings and reports to the OEP Stockholders have the right to designate at least three (3) Board of Directors under Section 2.1(a)(ii), at least one (1) member of each such committee shall be an Investor Designeeon a regular basis.
(d) No OEP Stockholder shall knowingly circumvent There is hereby established the director nominee process established by compensation committee of the Board of Directors’ Nominating Directors (the "Compensation Committee"). The composition of the Compensation Committee shall be set forth in the Compensation Committee Charter and Corporate Governance committee shall include the Independent Director designated by Fiat. The Board of Directors shall appoint as Chairman of the Compensation Committee the Independent Director designated by Fiat. The Compensation Con-unittee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company and shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Compensation Committee Charter of the Company as in accordance with the terms of this Agreement through proxy solicitations or contestseffect from time to time.
(e) For so long as There is hereby established the Investor Designees that the OEP Stockholders are entitled to designate under Section 2.1(a)(ii) represent at least a majority executive committee of the Board of Directors, an Investor Designee designated by Directors (the OEP Majority Interest "Executive Committee"). The composition of the Executive Committee shall be set forth in the Executive Committee Charter and shall include at least one Fiat Director. A Fiat Director shall be the Chairman of each of the Compensation Committee, the Nominating and Corporate Governance Committee and the Integration Executive Committee. The Investor Designee designated Executive Committee shall have and appointed may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Chairman Executive Committee Charter of the Integration Committee shall not be required Company as in effect from time to be an Independent Directortime.
(f) Each provision of this Section 2.2 shall (unless such provision otherwise expires earlier in accordance with its terms) expire on such date as when the OEP Stockholders no longer have a right to designate any Investor Designees under Section 2.1(a)(ii).
Appears in 1 contract
Samples: Settlement Agreement
Committees of the Board of Directors. (a) From The Company and after the Effective Date, the Company shall, Principal Stockholders acknowledge and each OEP Stockholder shall use its reasonable best efforts to, cause agree that the Board of Directors may, by resolution, designate from among the directors one or more committees, each of which shall be comprised of one or more directors. Any such committee, to establish the extent provided in the resolution forming such committee, shall have and maintain may exercise the following committees: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) an Integration Committee (it being understood that the Integration Committee will only be maintained for such period authority of time as may be determined by the Board of Directors), subject to the limitations set forth in the charter, bylaws (as they may be amended from time to time, the “Bylaws”) and applicable law. The Board of Directors may also establish and maintain dissolve any other committee as the Board or remove any member of Directors shall determine in its discretiona committee at any time.
(b) For as long as an Investor Designee meets the criteria of Section 2.1(c)(ii) as an Independent Director, such Investor Designee will be eligible to be appointed and remain on all committees established by the The Board of Directors, including the Directors shall constitute and charter an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, comprised solely of independent directors and with an initial constitution as follows:
(i) the members of the Audit Committee shall initially be Xxxxxx XxXxxxxx (Chair), Xxxx Xxxxxxxxxx and Xxxx Xxxxxx;
(ii) the members of the Compensation CommitteeCommittee shall initially be Xxx Xxxx Lopdrup (Chair), Xxxx Xxxxxxxxxx and Xxxx Xxxxxx; and
(iii) the Integration Committee (if then in existence) and members of the Nominating and Corporate Governance Committee; provided thatCommittee shall initially be Xxxx Xxxxxxxxxx (Chair), for the avoidance of doubt, any Investor Designee on the Integration Committee need not be an Independent DirectorXxxxxxx Xxxxx and Xxxxxx XxXxxxxx.
(c) For as long as the OEP Stockholders (i) have the right to designate at least one (1) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent Director:
(i) The Nominating and Corporate Governance Committee members of each committee shall be comprised of three (3) Independent Directors (A) who are selected appointed by a majority of the Independent Directors then serving on the Board of Directors, (B) at least two (2) of whom are not Investor Designees, and (C) one (1) of whom who is an Investor Designee.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, provided that such determination shall be subject in all cases to (A) the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case of the Nominating and Corporate Governance Committee, with such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) of the Internal Revenue Code to have a compensation committee comprised solely of two (2) or more outside directors; (B) in the case of any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, each member thereof being disinterested in the good faith determination of the Nominating and Corporate Governance Committee; and (C) to the extent consistent with the foregoing clause (A), for as long as the OEP Stockholders have the right to designate at least three (3) Directors under Section 2.1(a)(ii), at least one (1) member of each such committee shall be an Investor Designee.
(d) No OEP Stockholder shall knowingly circumvent the director nominee process established by the Board of Directors’ Nominating and Corporate Governance committee in accordance with the terms of this Agreement through proxy solicitations or contests.
(e) For so long as Bylaws based on recommendations from the Investor Designees that the OEP Stockholders are entitled to designate under Section 2.1(a)(ii) represent at least a majority Nominating and Governance Committee of the Board of Directors, an Investor Designee designated and shall serve at the discretion of the Board of Directors. The Board of Directors may remove any member of any committee at any time with or without cause, and vacancies occurring on the committee shall be filled by the OEP Majority Interest Board of Directors. The Board of Directors shall be the Chairman appoint a Chairperson of each committee to preside at all meetings of such committee. If a Chairperson is not designated or present at a meeting of a committee, the members of the Compensation Committee, the Nominating and Corporate Governance Committee and the Integration Committee. The Investor Designee designated and appointed as the Chairman committee may designate a Chairperson by majority vote of the Integration Committee shall not be required to be an Independent Directorcommittee membership.
(f) Each provision of this Section 2.2 shall (unless such provision otherwise expires earlier in accordance with its terms) expire on such date as when the OEP Stockholders no longer have a right to designate any Investor Designees under Section 2.1(a)(ii).
Appears in 1 contract
Samples: Governance Agreement (Ventoux CCM Acquisition Corp.)
Committees of the Board of Directors. (a) From and after the Effective Date, the Company shall, and each OEP Stockholder shall use its reasonable best efforts to, cause the Board of Directors to establish and maintain the following committees: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) an Integration Committee (it being understood that the Integration Committee will only be maintained for such period of time as may be determined by the Board of Directors). The Board of Directors may also establish by resolution designate one or more committees, each of which shall be comprised of two or more Directors, and maintain may designate one or more of the Directors as alternate members of any other committee as the Board of Directors shall determine in its discretion.
(b) For as long as an Investor Designee meets the criteria of Section 2.1(c)(ii) as an Independent Directorcommittee, such Investor Designee will be eligible who may, subject to be appointed and remain on all committees established any limitations imposed by the Board of Directors, including the Audit Committee, the Compensation Committee, the Integration Committee (if then in existence) and the Nominating and Corporate Governance Committee; provided that, for the avoidance replace absent or disqualified Directors at any meeting of doubt, any Investor Designee on the Integration Committee need not that committee. Any decisions to be an Independent Director.
(c) For as long as the OEP Stockholders (i) have the right to designate at least one (1) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent Director:
(i) The Nominating and Corporate Governance Committee shall be comprised of three (3) Independent Directors (A) who are selected made by a majority of the Independent Directors then serving on the Board of Directors, (B) at least two (2) of whom are not Investor Designees, and (C) one (1) of whom who is an Investor Designee.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any committee of the Board of Directors established shall require the approval of a majority of the votes of such committee of the Board of Directors.
(b) Any committee of the Board of Directors, to consider the extent provided in any transaction between any OEP Stockholder resolution of the Board of Directors, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of its Affiliates, the Board of Directors subject to the limits on the one hand, designation of replacement provided above and the Company, on the other hand, provided that such determination any Fiat Director, or Independent Director designated by Fiat, that serves on a committee shall only be subject in all cases to (A) removed with the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case approval of a majority of the Nominating Fiat Directors. Each committee of Directors may fix its own rules of procedure and Corporate Governance Committeeshall hold its meetings as provided by such rules, with except as may otherwise be provided in this Agreement, the charter for such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) committee, or by a resolution of the Internal Revenue Code to have a compensation committee comprised solely Board of two Directors designating such committee.
(2c) or more outside directors; (B) in There is hereby established the case of any audit committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any (the “Audit Committee”). The composition of its Affiliates, on the one hand, and the Company, on the other hand, each member thereof being disinterested Audit Committee shall be set forth in the good faith determination Audit Committee Charter and shall include the Independent Director designated by Fiat. The Board of Directors shall appoint as Chairman of the Nominating Audit Committee an Independent Director. The Audit Committee shall have and Corporate Governance Committee; may exercise such powers, authority and (C) responsibilities as may be granted to it pursuant to the extent consistent with Audit Committee Charter of the foregoing clause (A)Company as in effect from time to time. The Audit Committee shall report its actions, for as long as findings and reports to the OEP Stockholders have the right to designate at least three (3) Board of Directors under Section 2.1(a)(ii), at least one (1) member of each such committee shall be an Investor Designeeon a regular basis.
(d) No OEP Stockholder shall knowingly circumvent There is hereby established the director nominee process established by compensation committee of the Board of Directors’ Nominating Directors (the “Compensation Committee”). The composition of the Compensation Committee shall be set forth in the Compensation Committee Charter and Corporate Governance committee shall include the Independent Director designated by Fiat. The Board of Directors shall appoint as Chairman of the Compensation Committee the Independent Director designated by Fiat. The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company and shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Compensation Committee Charter of the Company as in accordance with the terms of this Agreement through proxy solicitations or contestseffect from time to time.
(e) For so long as There is hereby established the Investor Designees that the OEP Stockholders are entitled to designate under Section 2.1(a)(ii) represent at least a majority executive committee of the Board of Directors, an Investor Designee designated by Directors (the OEP Majority Interest “Executive Committee”). The composition of the Executive Committee shall be set forth in the Executive Committee Charter and shall include at least one Fiat Director. A Fiat Director shall be the Chairman of each of the Compensation Committee, the Nominating and Corporate Governance Committee and the Integration Executive Committee. The Investor Designee designated Executive Committee shall have and appointed may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Chairman Executive Committee Charter of the Integration Committee shall not be required Company as in effect from time to be an Independent Directortime.
(f) Each provision of this Section 2.2 shall (unless such provision otherwise expires earlier in accordance with its terms) expire on such date as when the OEP Stockholders no longer have a right to designate any Investor Designees under Section 2.1(a)(ii).
Appears in 1 contract
Committees of the Board of Directors. (a) From and after the Effective Date, the Company shall, and each OEP Stockholder shall use its reasonable best efforts to, cause the Board of Directors to establish and maintain the following committees: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) an Integration Committee (it being understood that the Integration Committee will only be maintained for such period of time as may be determined by the Board of Directors). The Board of Directors may also establish designate one or more committees, with each committee to consist of two or more of the Directors of the Company, subject to the requirements set forth in this Section 5.6. Each Parent shall be entitled to appoint a number of Directors to such committee equal to the product of (i) such Parent’s Parent Aggregate Percentage Interest over the total Percentage Interest held by both Parents and maintain any other committee as (ii) the size of such committee, which product shall be rounded to the nearest whole number, provided that if CME Group is entitled to appoint one Director, CME Group shall be entitled to appoint one Director to such committee. To the extent permitted by Law and provided in the resolution of the Board of Directors establishing any committee, such committee shall, subject to Section 5.3(f), 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 which may require it. Each committee shall determine in its discretionkeep regular minutes and report to the Board of Directors when required.
(b) For as long as an Investor Designee meets The presence in person or by proxy of a number of Directors equal to a majority of the criteria total number of Section 2.1(c)(iiDirectors (including any vacant seats) as an Independent Director, comprising the applicable committee shall constitute a quorum for the conduct of business at any meeting of such Investor Designee will be eligible to be appointed and remain on all committees established by the Board of Directors, including the Audit Committee, the Compensation Committee, the Integration Committee (if then in existence) and the Nominating and Corporate Governance Committeecommittee; provided that, for the avoidance of doubt, any Investor Designee on the Integration Committee need not be an Independent Director.
(c) For as long as the OEP Stockholders in order to constitute a quorum (i) have the right to designate at least one (1) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent Director:
(i) The Nominating and Corporate Governance Committee shall be comprised of three (3) Independent Directors (A) who are selected by a majority of the Independent Directors then serving on the Board of Directors, (B) at least two (2) of whom are not Investor Designees, and (C) one (1) of whom who is an Investor Designee.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, provided that such determination shall be subject in all cases to (A) the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case of the Nominating and Corporate Governance Committee, with such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) of the Internal Revenue Code to have a compensation committee comprised solely of two (2) or more outside directors; (B) in the case of any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, each member thereof being disinterested in the good faith determination of the Nominating and Corporate Governance Committee; and (C) to the extent consistent with the foregoing clause (A), for as long as the OEP Stockholders have the right to designate at least three (3) Directors under Section 2.1(a)(ii), at least one (1) member of each such committee shall be an Investor Designee.
(d) No OEP Stockholder shall knowingly circumvent the director nominee process established by the Board of Directors’ Nominating and Corporate Governance committee in accordance with the terms of this Agreement through proxy solicitations or contests.
(e) For so long as the Investor Designees that the OEP Stockholders are entitled to designate under Section 2.1(a)(ii) represent at least a majority of the Board Directors on such committee present in person or by proxy must be Directors appointed by MH and (ii) if CME Group has the right to appoint any Directors to such committee, at least one Director present in person or by proxy must be a Director appointed by CME Group. The fixing of Directors, an Investor Designee designated by the OEP Majority Interest time and place of its meetings shall be the Chairman of each of the Compensation Committee, the Nominating made and Corporate Governance Committee and the Integration Committee. The Investor Designee designated and appointed as the Chairman of the Integration Committee shall not be required to be an Independent Director.
(f) Each provision of this Section 2.2 shall (unless such provision otherwise expires earlier determined in accordance with its termsclauses (a) expire on (other than the provisions requiring regular quarterly meetings), (b) and (c) of Section 5.3 and actions of any committee shall be made and determined in accordance with Section 5.3(e). Notice of such date as when meetings shall be given to each member of the OEP Stockholders no longer have a right to designate any Investor Designees under committee in the manner provided for in Section 2.1(a)(ii5.3(b).
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Committees of the Board of Directors. (a) From and after the Effective Date, the Company shall, and each OEP Stockholder shall use its reasonable best efforts to, cause the Board of Directors to establish and maintain the following committees: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) an Integration Committee (it being understood that the Integration Committee will only be maintained for such period of time as may be determined by the Board of Directors). The Board of Directors may also establish designate one or more committees, with each committee to consist of two or more of the Directors of the Company, subject to the requirements set forth in this Section 5.6. Each Parent shall be entitled to appoint a number of Directors to such committee equal to the product of (i) such Parent’s Parent Aggregate Percentage Interest over the total Percentage Interest held by both Parents and maintain any other committee as (ii) the size of such committee, which product shall be rounded to the nearest whole number, provided that if CME Group is entitled to appoint one Director, CME Group shall be entitled to appoint one Director to such committee. To the extent permitted by Law and provided in the resolution of the Board of Directors establishing any committee, such committee shall, subject to Section 5.3(f), 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 which may require it. Each committee shall determine in its discretionkeep regular minutes and report to the Board of Directors when required.
(b) For as long as an Investor Designee meets The presence in person or by proxy of a number of Directors equal to a majority of the criteria total number of Section 2.1(c)(iiDirectors (including any vacant seats) as an Independent Director, comprising the applicable committee shall constitute a quorum for the conduct of business at any meeting of such Investor Designee will be eligible to be appointed and remain on all committees established by the Board of Directors, including the Audit Committee, the Compensation Committee, the Integration Committee (if then in existence) and the Nominating and Corporate Governance Committeecommittee; provided that, for the avoidance of doubt, any Investor Designee on the Integration Committee need not be an Independent Director.
(c) For as long as the OEP Stockholders in order to constitute a quorum (i) have the right to designate at least one (1) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent Director:
(i) The Nominating and Corporate Governance Committee shall be comprised of three (3) Independent Directors (A) who are selected by a majority of the Independent Directors then serving on the Board of Directors, (B) at least two (2) of whom are not Investor Designees, and (C) one (1) of whom who is an Investor Designee.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, provided that such determination shall be subject in all cases to (A) the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case of the Nominating and Corporate Governance Committee, with such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) of the Internal Revenue Code to have a compensation committee comprised solely of two (2) or more outside directors; (B) in the case of any committee of the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other hand, each member thereof being disinterested in the good faith determination of the Nominating and Corporate Governance Committee; and (C) to the extent consistent with the foregoing clause (A), for as long as the OEP Stockholders have the right to designate at least three (3) Directors under Section 2.1(a)(ii), at least one (1) member of each such committee shall be an Investor Designee.
(d) No OEP Stockholder shall knowingly circumvent the director nominee process established by the Board of Directors’ Nominating and Corporate Governance committee in accordance with the terms of this Agreement through proxy solicitations or contests.
(e) For so long as the Investor Designees that the OEP Stockholders are entitled to designate under Section 2.1(a)(ii) represent at least a majority of the Board Directors on such committee present in person or by proxy must be Directors appointed by MH and (ii) if CME Group has the right to appoint any Directors to such committee, at least one Director present in person or by proxy must be a Director appointed by CME Group. The fixing of Directors, an Investor Designee designated by the OEP Majority Interest time and place of its meetings shall be the Chairman of each of the Compensation Committee, the Nominating made and Corporate Governance Committee and the Integration Committee. The Investor Designee designated and appointed as the Chairman of the Integration Committee shall not be required to be an Independent Director.
(f) Each provision of this Section 2.2 shall (unless such provision otherwise expires earlier determined in accordance with its termsclauses (a) expire on (other than the provisions requiring regular quarterly meetings), (b) and (c) of Section 5.3 and actions of any committee shall be made and determined in accordance with Section 5.3(e). Notice of such date as when meetings shall be given to each member of the OEP Stockholders no longer have a right to designate any Investor Designees under committee in the manner provided for in Section 2.1(a)(ii5.3(b).. 37
Appears in 1 contract
Samples: Limited Liability Company Agreement (McGraw-Hill Companies Inc)
Committees of the Board of Directors. (a) From and after the Effective DateTime, the Company shall, and each of the OEP Stockholder shall and the Swarth Stockholder shall, use its reasonable best efforts to, cause the Board of Directors to establish and maintain the following committees: (i) an Audit Committee, (ii) a Compensation Committee, Committee and (iii) a Nominating and Corporate Governance Committee and (iv) an Integration Committee (it being understood that the Integration Committee will only be maintained for such period of time as may be determined by the Board of Directors)Committee. The Board of Directors may also establish and maintain any other committee as the Board of Directors shall determine in its discretion.
(b) For as long as an Investor Designee meets the criteria of Section 2.1(c)(ii) as an Independent Director, such Investor Designee will be eligible to be appointed and remain on all committees established by the Board of Directors, including the Audit Committee, the Compensation Committee, the Integration Committee (if then in existence) and the Nominating and Corporate Governance Committee; provided that, for the avoidance of doubt, any Investor Designee on the Integration Committee need not be an Independent Director.
(c) For as long as the OEP Stockholders (i) have the right to designate at least one two (12) Director under Section 2.1(a)(ii), and (ii) designate at least one (1) Director who is an Independent DirectorDirectors:
(i) The Nominating and Corporate Governance Committee shall be comprised of three (3) Independent Directors (A) who are selected by a majority of the Independent Directors then serving on the Board of Directors, (B) at least two (2) of whom are not Investor Designees, and (C) one (1) of whom who is shall be an Investor OEP Designee.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and any committee of all other committees established by the Board of Directors established to consider any transaction between any OEP Stockholder or any of its Affiliates, on the one hand, and the Company, on the other handDirectors, provided that (a) such determination shall be subject in all cases to (A) the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case of the Nominating and Corporate Governance Committee, with such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) of the Internal Revenue Code to have a compensation committee comprised solely of two (2) or more outside directors; and (Bb) if consistent with the foregoing clause (a), for as long as the OEP Stockholders have the right to designate at least one (1) Director who is eligible to serve on such committee under the applicable requirements described in clause (a), at least one (1) member of each such committee shall be an OEP Designee.
(c) For as long as the Swarth Stockholder has the right to designate at least two (2) Directors:
(i) The Nominating and Corporate Governance Committee shall be comprised of three (3) Independent Directors, at least one (1) of whom shall be a Swarth Designee.
(ii) The Nominating and Corporate Governance Committee shall determine the size and membership of each of the Audit Committee, the Compensation Committee and all other committees established by the Board of Directors, provided that (a) such determination shall be subject in all cases to the Company’s obligation to comply with any applicable independence requirements under the Nasdaq Rules and SEC rules (and in the case of the Nominating and Corporate Governance Committee, with such Investor Designees otherwise being Independent Directors) and compliance with the requirements of Section 162(m) of the Internal Revenue Code to have a compensation committee comprised solely of two (2) or more outside directors; and (b) if consistent with the foregoing clause (a), for as long as the Swarth Stockholder has the right to designate at least one (1) Director who is eligible to serve on such committee under the applicable requirements described in clause (a), at least one (1) member of each such committee shall be a Swarth Designee.
(d) The Nominating and Corporate Governance Committee shall determine the size and membership of any committee of the Board of Directors established to consider any transaction between any OEP Stockholder, any Swarth Stockholder or any of its their respective Affiliates, on the one hand, and the Company, on the other hand, provided that such determination shall be subject in all cases to each member thereof being disinterested in the good faith determination of the Nominating and Corporate Governance Committee; and (C) to the extent consistent with the foregoing clause (A), for as long as the OEP Stockholders have the right to designate at least three (3) Directors under Section 2.1(a)(ii), at least one (1) member of each such committee shall be an Investor Designee.
(de) No OEP Stockholder or Swarth Stockholder shall knowingly circumvent the director nominee process established by the Board of Directors’ Nominating and Corporate Governance committee in accordance with the terms of this Agreement through proxy solicitations or contests.
(ef) For so as long as the Investor Designees that the OEP Stockholders are entitled have the right to designate under Section 2.1(a)(ii) represent at least a majority of the Board of Directorstwo (2) Directors under Section 2.01(a)(ii), (i) an Investor OEP Designee designated by the OEP Majority Interest shall be the Chairman of each of the Nominating and Corporate Governance Committee and the Compensation Committee and (ii) only in the case that the Swarth Stockholder does not have the right to designate at least two (2) Directors under Section 2.01(a)(iii), an OEP Designee shall be the Chairman of the Audit Committee.
(g) For as long as the Swarth Stockholder has the right to designate at least two (2) Directors under Section 2.01(a)(iii), (i) a Swarth Designee shall be the Chairman of the Audit Committee and (ii) only in the case that the OEP Stockholders do not have the right to designate at least two (2) Directors under Section 2.01(a)(ii), a Swarth Designee shall be the Chairman of each of the Nominating and Corporate Governance Committee and the Integration Compensation Committee. The Investor Designee designated and appointed as the Chairman of the Integration Committee shall not be required to be an Independent Director.
(fh) Each provision of this Section 2.2 Section 2.02 shall (unless such provision otherwise expires earlier in accordance with its terms) expire on such date as when neither the OEP Stockholders no longer nor the Swarth Stockholder have a right to designate any Investor OEP Designees under Section 2.1(a)(iiSection 2.01(a)(ii) or Swarth Designees under Section 2.01(a)(iii), respectively.
Appears in 1 contract
Samples: Stockholders Agreement (Ribbon Communications Inc.)
