Committees; Subsidiaries. (a) Subject to applicable law and any rules or regulations of any stock exchange on which the Common Stock is listed, in the event the Board shall at any time create a committee of the Board, the Company shall use its best efforts to cause Warburg Pincus to have proportional representation on any such committee so created, measured by reference to the number of members of the Board that Warburg Pincus is entitled to designate thereto pursuant to Section 2.1 hereof; provided, however, the foregoing shall not apply to any committee formed for the purpose of considering a transaction between the Company and Warburg Pincus.
Committees; Subsidiaries. (a) The Board may designate one or more committees of the Board consisting of one or more directors. Notwithstanding the foregoing, the Board shall at all times maintain a compensation committee and an audit committee.
Committees; Subsidiaries. The Board of Managers may establish committees as it sees fit and delegate to such committees or to any officers such power, authority and responsibility as the Board of Managers determines is appropriate, subject to the limitations below and on the Board of Managers generally and neither the Board nor any Manager shall have the power or authority to form a committee without the consent of each of the Managers designated by the Principal Members. Each committee will contain combinations of Managers as determined by the Board of Managers; provided, that each committee other than the Gaming Compliance Committee (which, notwithstanding anything to the contrary set forth herein, will be composed as required by the Compliance Plan and may include members that are not Managers), shall consist of at least two (2) Managers designated by the Principal Members and one (1) Manager elected by the Non-Principal Members. In addition, the Members shall have the representation and rights on the boards (and committees thereof) of each Subsidiary of the Company in the same manner and in the same proportions as they have in respect of the Board of Managers as provided for herein.
Committees; Subsidiaries. (a) The Corporation shall ensure that the Board has at all times (i) a compensation committee and (ii) an audit committee. The audit committee shall consist of four (4) directors, which will include a designee of each of Vantage Point, Beechtree, the Fonds and First Gen., and the compensation committee shall consist of five (5) directors, which will include a designee of each of VantagePoint, RRE, Beechtree, the Fonds and First Gen. Additionally, Fonds shall have the right to appoint one (1) observer to each of the compensation committee and audit committee, and any other committee created by the Board, who shall have the right to receive notice of and attend the meetings and who shall have the right to address each such committee.
Committees; Subsidiaries. (a) The Board shall create a compensation committee and an audit committee and may create such other committees as it may determine in its discretion.
Committees; Subsidiaries. 2.2.1. Each Stockholder shall use all reasonable efforts to cause each director of the Company originally nominated by such Stockholder to take such corporate actions as may be reasonably required to ensure that (i) the Board has at all times a compensation committee and an audit committee, and (ii) at least one director designated pursuant to each of Sections 2.1.1(i) through 2.1.1(iii) of this Agreement shall be appointed to each such committee and to any committee of the Board existing on the date hereof or created in the future.
Committees; Subsidiaries. (a) The Company will take all actions necessary to cause at least one Beacon Director or Beacon Designee (and, prior to a Qualified IPO, at least one Stratford Director and one Hoak Xxxector) to be appointed to each committee of the Board and to each of the boards of directors or other similar managing bodies (and any committee thereof) of each of the Subsidiaries of the Company (in each case, subject to eligibility requirements under applicable law or stock exchange rules following a Qualified IPO).
Committees; Subsidiaries. (a) Each Stockholder shall use all reasonable efforts to cause each director of the Corporation originally nominated by such Stockholder to take such corporate actions as may be reasonably required to ensure that the Board has at all times an executive committee, a compensation committee and an audit committee; provided, however, that the Board shall not create any committee in the nature of an executive committee to which the Board delegates substantially all of its powers.
Committees; Subsidiaries. (a) So long as a Stockholder or its affiliated VCOC Fund has the right to designate at least one (1) Director pursuant to Section 2.1, the Company shall cause each executive committee, compensation committee, audit committee or other significant committee of the Board (including, without limitation, any committee performing the functions usually reserved for the committees described above) to include at least one (1) of each such Stockholder’s or affiliated VCOC Fund’s designees; provided that the composition of each such committee shall reflect the relative number of Stockholder Designees for each Stockholder and its affiliated VCOC Fund.
Committees; Subsidiaries. For so long as a GSCP ------------------------ Designee shall serve on the Board of Directors of the Corporation:
