Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (New Fortress Energy LLC), Limited Liability Company Agreement (New Fortress Energy LLC), Limited Liability Company Agreement (New Fortress Energy LLC)
Committees. The Subject to the then-applicable terms of the Stockholders’ Agreement, the Board of Directors maymay designate one or more committees, by resolution each committee to consist of one or resolutions passed by a majority more of the then total number directors of the Corporation. 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 he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, designate one (1) Directors to act at the meeting in the place of any such absent or more other committees consisting of one (1) or more Directors of the Company, whichdisqualified member. Any such committee, to the extent provided by law and in the resolution of the Board of Directors establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin 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 fill vacancies in amending the Board Certificate of Directors Incorporation, adopting an agreement of merger or any committee or in their respective membershipconsolidation, to approve or adopt, or recommend recommending to the Membersstockholders the sale, any action lease or matterexchange of all or substantially all of the Corporation’s property and assets, other than recommending to the election stockholders a dissolution of the Corporation or removal a revocation of Directorsa dissolution or amending the Bylaws of the Corporation; and, unless the resolution expressly required by this Agreement so provides, no such committee shall have the power or authority to be submitted to Members for their approval, declare a dividend or to authorize the issuance of Shares, except that such stock or to adopt a certificate of ownership and merger. Each committee may, shall keep regular minutes of its meetings and report the same to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeewhen required.
Appears in 4 contracts
Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (HighPeak Energy, Inc.)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number whole Board of Directors, establish one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin 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 fill vacancies in the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these By-laws. Except as the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Membersmay otherwise determine, any action or mattersuch committee may make rules for the conduct of its business, other than but in the election or removal absence of Directors, expressly required by this Agreement to such rules its business shall be submitted to Members for their approval, or to authorize conducted so far as possible in the issuance of Shares, except that such a committee may, to the extent same manner as is provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by these By-laws for the Board of Directors. Such committee or All members of such committees shall have such name or names as may be determined from time to time by resolution adopted by hold their committee offices at the pleasure of the Board of Directors. A majority of all the members of any such committee may determine its action , and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of may abolish any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 3 contracts
Samples: Loan and Security Agreement (908 Devices Inc.), Loan and Security Agreement (908 Devices Inc.), Merger Agreement (Anesiva, Inc.)
Committees. The Board of Directors maymay designate one or more committees, by resolution each committee to consist of one or resolutions passed by a majority more of the then total number directors of members the corporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors, . The Board of Directors may designate one (1) or more other committees consisting directors as alternate members of one (1) any committee, who may replace any absent or more Directors disqualified member at any meeting of the Companycommittee. In the absence or disqualification of a member of a committee, whichthe member or members of the committee 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 such the resolution or resolutionsof the Board of Directors and subject to the provisions of law, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunder; but no 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. Each such committee shall have the power to fill vacancies in keep minutes and make such reports as the Board of Directors or any committee or in their respective membership, may from time to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Amended and (b) function as the pricing committee with respect to any offering of Shares authorized by Restated Bylaws for the Board of Directors. Such committee Except as otherwise provided in the Certificate of Incorporation, these Amended and Restated Bylaws, or committees shall have such name or names as may be determined from time to time by the resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors shall have power to change the one or more members of any such committee at any time to fill vacanciesthe committee, and delegate to discharge a subcommittee any such committee, either with or without cause, at any time. The Secretary all of the Company shall act as Secretary powers and authority of any the committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 3 contracts
Samples: Merger Agreement (Infinity Pharmaceuticals, Inc.), Merger Agreement (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (MEI Pharma, Inc.)
Committees. Subject to the provisions of the Stockholders Agreement, the Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of Directors mayany committee, by resolution who may replace any absent or resolutions passed by a majority disqualified member at any meeting of the then total number committee. Subject to the provisions of the Stockholders Agreement, in the absence or disqualification of a member of a committee, the member or members of the Board of Directorscommittee present at any meeting and not disqualified from voting, designate one (1) whether or more other committees consisting of one (1) not such member or more Directors members constitute a quorum, may unanimously appoint another member of the Company, whichBoard who meets the requirements for membership on the committee to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by the DGCL and provided in such the resolution or resolutionsof the Board, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunder; but no 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. Each such committee shall have the power to fill vacancies in keep minutes and make such reports as the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by request. Except as the Board of Directors. A majority of all the members of may otherwise determine, any such committee may determine its action and fix make rules for the time and place, if any, conduct of its meetings and specify what notice thereofbusiness, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, but unless otherwise provided by the Board committee or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided in the Certificate of Directors Incorporation, the Stockholders Agreement, these Bylaws or the Committeeresolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
Appears in 3 contracts
Samples: Transaction Agreement and Plan of Merger (Baker Hughes Inc), Transaction Agreement and Plan of Merger (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Committees. (a) The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, may designate one (1) or more other committees consisting of one (1) or more Directors of the Companyor other persons, which, to the extent provided in such resolution designation or resolutionsotherwise delegated by the Board of Directors, shall have and may exercise, subject to the provisions of the Act and this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the total number of members of any such committee (assuming no vacancies) may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, given unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time time, to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the committee.
(b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” as defined in Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Apollo Asset Backed Credit Co LLC), Limited Liability Company Agreement (Apollo Asset Backed Credit Co LLC), Limited Liability Company Agreement (Apollo Infrastructure Co LLC)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorsfrom time to time, designate one (1) or more other committees consisting (each, a “Committee”), each of which shall, unless otherwise provided in this Agreement and subject to applicable exchange rules and law, be comprised of at least three (3) Directors (including at least one (1) Non-Walgreens Director and one (1) Independent Walgreens Director). Prior to an Initial Public Offering, in the event and for so long as: (y) any Committee is contemplated hereunder or otherwise by the Board to include more Walgreens Directors who are not required to be Independent Walgreens Directors than then current Walgreens Directors on the Board, any one then current Walgreens Director on the Board who is a member of such Committee shall also be entitled to represent and be deemed a member with respect to such other seat that would otherwise be vacant in all respects (including with all corresponding voting and other rights of such membership, in addition to those with respect to its own membership); or (z) any Committee is contemplated hereunder or otherwise by the CompanyBoard to include more Independent Walgreens Directors than then current Independent Walgreens Directors on the Board, whichany one then current Independent Walgreens Director on the Board who is a member of such Committee shall also be entitled to represent and be deemed a member with respect to such other seat that would otherwise be vacant in all respects (including with all corresponding voting and other rights of such membership, in addition to those with respect to its own membership). Any such Committee, to the extent provided in such the enabling resolution or resolutionsand until dissolved by the Board, shall have and may exerciseexercise any or all of the authority of the Board. At every meeting of any such Committee, subject to the provisions presence of a majority of the votes of all the representatives thereof shall constitute a quorum, and the affirmative vote of a majority of the representatives present shall be necessary for the adoption of any resolution. Unless otherwise provided in this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or may dissolve any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, Committee at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Walgreens Boots Alliance, Inc.), Limited Liability Company Agreement (Walgreens Boots Alliance, Inc.), Limited Liability Company Agreement (Walgreens Boots Alliance, Inc.)
Committees. The Board of Directors mayBoard, by resolution or resolutions passed by a majority of the then total number of directors constituting the whole Board, may designate members of the Board of Directors, designate to constitute one (1) or more other committees consisting which shall in each case consist of one (1) or more Directors such number of the Companydirectors, whichnot fewer than two, and, to the extent permitted by law and provided in the resolution establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunder; but no the business and affairs of the Corporation. In the event the Board establishes an executive committee, such committee shall have shall, at all times during the power to fill vacancies first three years after the Effective Time, consist of the President and CEO, the Co-Chairmen and an equal number of IVAX Continuing Directors and Bergen Continuing Directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified members at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the Board absence of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved designation by the Board of Directors an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and (b) function as the pricing committee with respect to any offering not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of Shares authorized by the Board to act at the meeting in the place of Directors. Such committee any absent or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directorsdisqualified member. A majority of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place, if anywhether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide. The Board Board, upon approval of Directors a majority of the number of directors constituting the Whole Board, shall have power to change the members of any such committee at any time time, to fill vacancies, vacancies therein and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company Each committee shall act as Secretary of any committee, unless otherwise provided by keep regular minutes and report to the Board of Directors or the Committeewhen required.
Appears in 2 contracts
Samples: Merger Agreement (Bergen Brunswig Corp), Merger Agreement (Bergen Brunswig Corp)
Committees. 5.12.1 The Governing Board may designate from among its members an Executive Committee and other committees, each consisting of Directors maytwo or more members of the Governing Board, and may also designate one or more of its members to serve as alternates on these committees; provided, that the Member holding a Majority in Interest of the Members shall have the right (but not the obligation) to designate a member of each of the committees of the Governing Board, which right may be exercised by resolution the Member holding a Majority in Interest of the Members providing a notice to such effect (with respect to any one or more or all of such committees) to the Governing Board. To the extent permitted by law, the Executive Committee shall have all the authority of the Governing Board, except as the Governing Board otherwise provides, and the other committees shall have such authority as the Governing Board grants them. The minutes of the meetings of the Executive Committee shall be distributed to the members of the Governing Board upon their request. The Governing Board shall have power at any time to change the membership of any committees, to fill vacancies in their membership and to discharge any committees. All resolutions passed establishing or discharging committees, designating or changing members of committees, or granting or limiting authority of committees, may be adopted only by the affirmative vote of a majority of the then total number Governing Board.
5.12.2 Each committee shall keep regular minutes of its proceedings and report to the Governing Board as and when the Governing Board requires. Unless the Governing Board otherwise provides, a majority of the members of any committee may determine its actions and the Board procedures to be followed at its meetings (which may include a procedure for participating in meetings by conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other), and may fix the time and place of Directors, designate one (1) or more other committees consisting its meetings.
5.12.3 Any action of one (1) or more Directors of the Company, which, a committee shall be taken without a meeting if written consent to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required signed by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such the committee may determine its action and fix is filed with the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary minutes of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Colt Finance Corp.), Limited Liability Company Agreement (Colt Defense Technical Services LLC)
Committees. The Board of Directors mayBoard, by resolution or resolutions passed by a majority of the then total number of whole Board, may designate members of the Board of Directors, designate to constitute one (1) or more other committees consisting which shall in each case consist of one (1) or more Directors such number of the Companydirectors, whichnot fewer than two, and, to the extent permitted by law and provided in the resolution establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the management of the business and affairs of the Corporation. The Board may designate one or more directors as alternate members of Directors any committee, who may replace any absent or disqualified members at any committee meeting of any such committee. In the absence or in their respective membershipdisqualification of a member of a committee, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved the absence of a designation by the Board of Directors an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and (b) function as the pricing committee with respect to any offering not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of Shares authorized by the Board to act at the meeting in the place of Directors. Such committee any absent or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directorsdisqualified member. A majority of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place, if anywhether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide. The Board of Directors shall have power to change the members of any such committee at any time time, to fill vacancies, vacancies therein and to discharge any such committee, either with or without cause, at any time. The Secretary Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Company Board in the management of the business and affairs of the Corporation. Each committee shall act as Secretary of any committee, unless otherwise provided by keep regular minutes and report to the Board of Directors or the Committeewhen required.
Appears in 2 contracts
Samples: By Laws (Arm Financial Group Inc), By Laws (Arm Financial Group Inc)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one (1) or more other committees consisting committees, each committee to consist of one (1) or more Directors directors of the CompanyCorporation, which, to the extent provided in such the resolution or resolutionsin these Bylaws, shall have and may exercise, subject to the provisions of this Agreement, the exercise such powers and authority of the Board of Directors granted hereunder; but no such committee shall have in the power to fill vacancies in management of the business and affairs of the Corporation, as the Board of Directors may by resolution determine and specify in the respective resolutions appointing them, subject to such restrictions as may be contained in the Certificate of Incorporation or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than laws of the election or removal State of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of DirectorsDelaware. Such committee or committees shall have such name or names as may be determined from time to time by resolution resolutions adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required. A majority of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place, if anywhether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide. The Board of Directors shall have the power to change the members membership of any such committee at any time time, to fill vacancies, vacancies thereon and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary Each member of any committeesuch committee shall be paid such fee, unless otherwise provided if any, as shall be fixed by the Board of Directors for each meeting of such committee which he or she shall attend and for his or her expenses, if any, of attendance at each regular or special meeting of such committee as shall be determined by the CommitteeBoard of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Outerwall Inc), Agreement and Plan of Merger (ADT Corp)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directorswhole Board, designate one (1) or more other committees consisting committees, each committee to consist of one (1) or more of the Directors of the CompanyCorporation. The Board of Directors may designate one (1) or more Directors as alternate members of any committee, whichwho 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 such by resolution or resolutionspassed by a majority of the whole Board of Directors, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but except that no such committee shall have the power or authority in reference to fill vacancies in amending the Board Certificate of Directors Incorporation, adopting an agreement of merger or any committee consolidation, recommending to the stockholders the sale, lease or in their respective membershipexchange of all or substantially all of the Corporation's property and assets, recommending to approve the stockholders a dissolution of the Corporation or adopta revocation of a dissolution, or recommend an amendment to these By-Laws; and unless such resolution, these By-Laws or the MembersCertificate of Incorporation expressly so provides, any action no such committee shall have the power or matter, other than the election or removal of Directors, expressly required by this Agreement authority to be submitted to Members for their approval, declare a dividend or to authorize the issuance of Shares, except that stock. Each committee shall keep written minutes of its proceedings and shall report such a committee may, minutes to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeewhen required.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Infonautics Inc), Agreement and Plan of Reorganization (Ibs Interactive Inc)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeecommittee.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Och-Ziff Capital Management Group LLC), Limited Liability Company Agreement (Och Daniel)
Committees. The Board may designate one or more committees, each committee to consist of Directors may, by resolution one or resolutions passed by a majority more of the then total number directors of the Corporation with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the Board of Directorscommittee present at any meeting and not disqualified from voting, designate one (1) whether or more other committees consisting of one (1) not such member or more Directors members constitute a quorum, may unanimously appoint another member of the Company, whichBoard to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in such the resolution or resolutionsof the Board and subject to the provisions of law, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunderthe 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 to fill vacancies in the Board of Directors or any committee or in their respective membership, to (i) approve or adopt, or recommend to the Membersstockholders, any action or matter, matter (other than the election or removal of Directors, directors) expressly required by this Agreement the DGCL to be submitted to Members stockholders for their approval, or to authorize (ii) adopt, amend or repeal any bylaw of the issuance of Shares, except that Corporation. Each such a committee may, to the extent provided in shall keep minutes and make such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by reports as the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by request. Except as the Board of Directors. A majority of all the members of may otherwise determine, any such committee may determine its action and fix make rules for the time and place, if any, conduct of its meetings and specify what notice thereofbusiness, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, but unless otherwise provided by the Board directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided in the Certificate of Directors Incorporation, these Bylaws, or the Committeeresolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
Appears in 2 contracts
Samples: Business Combination Agreement (Novus Capital Corp II), Merger Agreement (Oaktree Acquisition Corp.)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors directors of the CompanyPartnership, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the MembersPartners, any action or matter, other than the election or removal of Directorsdirectors, expressly required by this Agreement to be submitted to Members Partners for their approval, or to authorize the issuance of SharesCommon Units, including Special Units, except that such a committee may, to the extent provided in such resolutions, (ai) grant and authorize options and other rights with respect to the Shares Common Units or Special Units pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (bii) function as the pricing committee with respect to any offering of Shares Common Units authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company Partnership shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Highland Financial Partners, L.P.), Limited Partnership Agreement (Tiptree Financial Partners, L.P.)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the whole Board of Directors, designate one (1) or more other committees consisting committees, including but not limited to an audit committee, a compensation committee, and a nominating and governance committee, each such committee to consist of one (1) or more Directors of the Companydirectors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, whichthe member or members present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin 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 fill vacancies in the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. All committees of the Board of Directors or any committee or in shall keep minutes of their respective membership, meetings and shall report their proceedings to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized when requested or required by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 2 contracts
Samples: Merger Agreement (Alpha Natural Resources, Inc.), Merger Agreement (Foundation Coal Holdings, Inc.)
Committees. (a) The Board of Directors mayManagers, by resolution or resolutions passed adopted by a majority Supermajority of the then total number full Managers, may designate one or more committees, each of which shall be comprised of one or more Managers, and may designate one or more Managers as alternate members of the Board of Directorsany committee, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercisewho may, subject to any limitations imposed by the provisions Managers, replace absent or disqualified members at any meeting of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no that committee. Any such committee shall have the authority delegated to it in such resolution or in this Agreement, to the extent permitted by the Delaware Act.
(b) The Managers shall have the power at any time to change the membership of any such committee and to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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 Directorsit. A majority of all the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Managers. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of the committee, unless the act of a greater number is required by a resolution adopted by the Managers. Each such committee may determine its action elect a chairman and fix appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the time Managers, meetings of any committee shall be conducted in accordance with Sections 6.7, 6.8, 6.9, 6.10, 6.11, 6.12 and place12.3 hereof. Any member of any such committee elected or appointed by the Managers may be removed by the Managers whenever in their judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of its meetings and specify what notice thereofthe person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.
(c) Notwithstanding the foregoing, if any, no committee of or established by the Managers shall be given, unless entitled to act on behalf of the Board Company on any matter that otherwise requires a Supermajority vote of Directors the Managers.
(d) Any action taken by any committee of the Managers shall otherwise provide. The Board of Directors shall have power to change promptly be recorded in the members of any such committee at any time to fill vacancies, minutes and to discharge any such committee, either filed with or without cause, at any time. The the Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the CommitteeCompany.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Market Hub Partners Storage Lp), Limited Liability Company Agreement (Market Hub Partners Storage Lp)
Committees. The Except as otherwise provided in and subject to Article VII of these By-laws, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, may designate one (1) or more other committees consisting committees, each committee to consist of one (1) or more Directors directors elected by the Board of the CompanyDirectors, which, which to the extent provided in such resolution, as initially adopted, and as thereafter supplemented or amended by further resolution or resolutionsadopted by a like vote, shall have and may exercise, subject to when the provisions Board of this AgreementDirectors is not in session, the powers and authority of the Board of Directors granted hereunder; but no in the management of the business and affairs of the corporation, except action with respect to amendment of the Certificate of Incorporation or By-Laws, adoption of an agreement of merger or consolidation (other than the adoption of a Certificate of Ownership and Merger in accordance with Section 253 of the General Corporation Law of the State of Delaware, as such committee shall have law may be amended or supplemented), recommendation to the power stockholders of the sale, lease or exchange of all or substantially all of the corporation’s property or assets, recommendation to fill the stockholders of the dissolution or the revocation of a dissolution of the corporation, election of officers or the filling of vacancies in on the Board of Directors or any committee on committees created pursuant to this Section or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal declaration of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent dividends. Except as otherwise provided in such resolutionsand subject to Article VII of these By-laws, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and may elect one (b1) function or more of its members as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the alternate members of any such committee who may determine take the place of any absent or disqualified member or members at any meeting of such committee, upon request by the Chairman of the Board or the Chief Executive Officer or upon request by the chairman of such meeting. Each such committee may fix its action and fix own rules governing the time and place, if any, conduct of its meetings activities and specify what notice thereof, if any, shall be given, unless make such reports to the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act its activities as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeemay request.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Merger Agreement (Sirona Dental Systems, Inc.)
Committees. The Board of Directors maymay designate one or more committees, by resolution each committee to consist of one or resolutions passed by a majority more of the then total number directors of members the Corporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors, . The Board may designate one (1) or more other committees consisting directors as alternate members of one (1) any committee, who may replace any absent or more Directors disqualified member at any meeting of the Companycommittee. In the absence or disqualification of a member at any meeting of a committee, whichthe 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 such the resolution or resolutionsof the Board of Directors and to the extent permitted by law, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunder; 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 fill vacancies in the Board of Directors following matters: (i) approving or any committee or in their respective membership, to approve or adoptadopting, or recommend recommending to the Membersstockholders, any action or matter, matter (other than the election or removal of Directors, directors) expressly required by this Agreement law to be submitted to Members stockholders for their approvalapproval or (ii) adopting, amending or to authorize repealing any bylaw of the issuance of Shares, except that Corporation. Each such a committee may, to the extent provided in shall keep minutes and make such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by reports as the Board of Directors and (b) function may from time to time request. Except as the pricing Board of Directors may otherwise determine, any committee with respect to any offering may make rules for the conduct of Shares authorized its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors. Such committee Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or committees shall have such name or names as may be determined from time to time by the resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors shall have power to change the one or more members of any such committee at any time to fill vacanciesthe committee, and delegate to discharge a subcommittee any such committee, either with or without cause, at any time. The Secretary all of the Company shall act as Secretary powers and authority of any the committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 2 contracts
Samples: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)
Committees. (i) The Board may designate one or more committees, each committee to consist of one or more of the Directors mayor other Persons. The By-Laws may establish the initial committees, which may be altered, eliminated or restructured by an amendment to the By- Laws. The Board may designate one or more Directors or other Persons as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
(ii) Except as otherwise provided by the By-Laws, members of a committee shall hold office for such period as may be fixed by a resolution adopted by the Board. Any member of a committee may be removed from such committee only by the Board. Vacancies in the membership of any committee shall be filled by the Board.
(iii) Each committee may adopt its own rules of procedure and may meet at stated times or resolutions passed on such notice as such committee may determine. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
(iv) Unless otherwise required by the By-Laws, a majority of a committee shall constitute a quorum for the transaction of business, and the vote of a majority of the then total number of members of the Board such committee present at a meeting at which a quorum is present shall be an act of Directors, designate one such committee.
(1v) or more other committees consisting of one (1) or more Directors of the Company, which, to To the extent provided in such the resolution of the Board, any committee that consists solely of one or resolutions, more Directors shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board management of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than business and affairs of the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of SharesCompany, except that such a committee may, to shall not have the extent provided in such resolutions, (a) grant and authorize options and other rights powers of the Board with respect to approving any matters pertaining to the Shares pursuant self-regulatory function of the Exchange or relating to and in accordance with any plan or authorizing resolutions approved by the Board structure of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by market which the Board of DirectorsExchange regulates. 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. In the absence or disqualification of a member of a committee composed solely of Directors. A majority , the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of all the members Board to act at the meeting in the place of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with absent or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeedisqualified member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the whole Board of Directors, designate one (1) or more other committees consisting committees, each committee to consist of one (1) or more Directors of the directors of the Company. The Board of Directors may designate one or more of the directors of the Company to sit on any such committee. The Board of Directors may designate one or more directors as alternate members of any committee, whichwho may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunder; but no such 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 have the power keep regular minutes and report to fill vacancies in the Board of Directors or when required. The designation of any such committee or in their respective membership, and the delegation thereto of authority shall not operate to approve or adopt, or recommend to relieve the Members, any action or matter, other than the election or removal Board of Directors, expressly required or any member thereof, of any responsibility imposed upon it or him by this Agreement to be submitted to Members for their approvallaw, or to authorize the issuance nor shall such committee function where action of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provideis required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee at any time to fill vacancies, shall constitute a quorum. Each such committee may elect a chairman and to discharge any appoint such committee, either with or without cause, at any timesubcommittees and assistants as it may deem necessary. The Secretary of the Company shall act Except as Secretary of any committee, unless otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Article III as the same shall from time to time be amended. Any member of any such committee elected or appointed by the CommitteeBoard of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanover Compressor Co /), Agreement and Plan of Merger (Exterran Holdings Inc.)
Committees. 5.12.1 The Governing Board may designate from among its members an Executive Committee and other committees, each consisting of Directors maytwo or more members of the Governing Board, and may also designate one or more of its members to serve as alternates on these committees; provided, that during the Sciens Ownership Period one of the Colt Designees shall have the right (but not the obligation) to be a member of each of the committees of the Governing Board, which right may be exercised by resolution C-Defense Holding providing a notice to such effect (with respect to any one or more or all of such committees) to the Governing Board. To the extent permitted by law, the Executive Committee shall have all the authority of the Governing Board, except as the Governing Board otherwise provides, and the other committees shall have such authority as the Governing Board grants them. The minutes of the meetings of the Executive Committee shall be distributed to the members of the Governing Board upon their request. The Governing Board shall have power at any time to change the membership of any committees, to fill vacancies in their membership and to discharge any committees. All resolutions passed establishing or discharging committees, designating or changing members of committees, or granting or Limiting authority of committees, may be adopted only by the affirmative vote of a majority of the then total number Governing Board.
5.12.2 Each committee shall keep regular minutes of its proceedings and report to the Governing Board as and when the Governing Board requires. Unless the Governing Board otherwise provides, a majority of the members of any committee may determine its actions and the Board procedures to be followed at its meetings (which may include a procedure for participating in meetings by conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other), and may fix the time and place of Directors, designate one (1) or more other committees consisting its meetings.
5.12.3 Any action of one (1) or more Directors of the Company, which, a committee shall be taken without a meeting if written consent to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required signed by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such the committee may determine its action and fix is filed with the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary minutes of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colt Defense LLC)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. If provision shall be made for any such committee or committees, the members thereof shall be appointed by the Board of Directors and shall serve during the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such 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 he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin 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 fill vacancies in the Board of Directors following matters: (i) approving or any committee or in their respective membership, to approve or adoptadopting, or recommend recommending to the Membersstockholders, any action or matter, other than the election or removal of Directors, matter expressly required by this Agreement the Delaware General Corporation Law to be submitted to Members stockholders for their approvalapproval or (ii) adopting, amending or to authorize the issuance repealing any provision of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directorsthese Bylaws. 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. A majority The Board of all the members of Directors may at its pleasure discontinue any such committee may determine its action and fix the time and place, if any, or committees. Each committee shall keep regular minutes of its meetings and specify what notice thereof, if any, shall be given, unless report the same to the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeewhen required.
Appears in 1 contract
Samples: Merger Agreement (Commscope Inc)
Committees. The Board of Directors may, by resolution may from time to time establish one or resolutions passed by a majority more committees of the then total number Board to serve at the pleasure of the Board (including, but not limited to, an Audit Committee and a Compensation Committee), which shall be comprised of such members of the Board, and have such duties and be vested with such powers as the Board shall from time to time determine. Any director may belong to any number of Directorscommittees of the Board. Subject to the Certificate of Incorporation, the Board may designate one (1) or more other committees consisting 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 to act at the meeting in the place of any such absent or disqualified member. Unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one (1) or more Directors members of the Companycommittee, whichand may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunderthe 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 fill vacancies in the Board of Directors following matters: (a) approving or any committee or in their respective membership, to approve or adoptadopting, or recommend recommending to the Membersstockholders, any action or matter, matter (other than the election or removal of Directors, directors) expressly required by this Agreement the DGCL to be submitted to Members stockholders for their approvalapproval or (b) adopting, amending or to authorize repealing any Bylaw of the issuance Corporation. Each committee of Sharesthe Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except that as may otherwise be provided by a resolution of the Board designating such a committee may, to the extent committee. Unless otherwise provided in such resolutionsa resolution, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board presence of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A at least a majority of all the members of any the committee shall be necessary to constitute a quorum; and all matters shall be determined by a majority affirmative vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, 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 determine its action and fix the time and place, if any, unanimously appoint another member of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change act at the members meeting in place of any such committee at any time to fill vacancies, and to discharge any such committee, either with absent or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeedisqualified member.
Appears in 1 contract
Samples: Business Combination Agreement (CF Acquisition Corp. VI)
Committees. The Board of Directors mayDirectors, by resolution or resolutions passed adopted by a majority of the then total number full Board of Directors, may designate from among its members an Executive Committee and one or more other committees each of which may include, by way of example and not as a limitation, a Compensation Committee (for the purpose of establishing and implementing an executive compensation policy) and an Audit Committee (for the purpose of examining and considering matters relating to the financial affairs of the corporation). Each committee shall have two or more members, who serve at the pleasure of the Board of Directors. To the extent provided in the resolution of the Board of Directors establishing and constituting such committees, such committees shall have and may exercise all the authority of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but except that no such committee shall have the power authority to:
(a) approve or recommend to shareholders actions or proposals required by the Act to be approved by shareholders;
(b) fill vacancies in on the Board of Directors or any committee or in their respective membership, to approve or thereof;
(c) adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approvalamend, or to repeal these bylaws;
(d) authorize or approve the issuance reacquisition of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares shares unless pursuant to and in accordance with any plan a general formula or authorizing resolutions approved method specified by the Board of Directors; or
(e) authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the Board of Directors and may authorize a committee (bor a senior executive officer of the corporation) function as the pricing committee with respect to any offering of Shares authorized do so within limits specifically prescribed by the Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time The Board of Directors, by resolution adopted by the Board of Directors. A majority of all the in accordance with this Section, may designate one or more directors as alternate members of any such committee committee, who may determine its action act in the place and fix the time stead of any absent member or members at any meeting of such committee. The provisions of these bylaws which govern meetings, notice and placewaiver of notice, if any, and quorum and voting requirements of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power apply to change the committees and their members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeewell.
Appears in 1 contract
Samples: Merger Agreement (Imc Mortgage Co)
Committees. The Board of Directors maymay designate one or more committees, by resolution each committee to consist of one or resolutions passed by a majority more of the then total number directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee 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, designate one (1) Directors to act at the meeting in the place of any such absent or more other committees consisting of one (1) or more Directors of the Company, whichdisqualified member. Any such committee, to the extent provided in such the resolution or resolutionsof the Board of Directors and subject to the provisions of law, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunder; but no 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. Each such committee shall have the power to fill vacancies in keep minutes and make such reports as the Board of Directors or any committee or in their respective membership, may from time to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by time request. Except as the Board of Directors and (b) function may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the pricing committee with respect to any offering of Shares authorized by same manner as is provided in these Bylaws for the Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by Notwithstanding the Board of Directors. A majority of all foregoing, while the members of any such committee may determine its action and fix the time and placeGovernance Agreement is in effect, if any, of its meetings and specify what notice thereof, if any, shall be given, unless (i) the Board of Directors shall otherwise provide. The Board of Directors designate a Nominating Committee, an Audit Committee and a Compensation Committee and (ii) all matters related to executive compensation shall have power to change require the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary approval of the Company shall act as Secretary Compensation Committee and the ratification of any committee, unless otherwise provided by the Board of Directors or the CommitteeDirectors.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cornerstone Therapeutics Inc)
Committees. (a) The Board of Directors mayDirectors, by resolution or resolutions passed adopted by a majority of the Directors then total number in office, may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin 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 fill vacancies in (a) adopting, amending or repealing any bylaw of the Board of Directors Corporation or any committee (b) approving or in their respective membership, to approve or adoptadopting, or recommend recommending to the Members, stockholders any action or matter, other than the election or removal of Directors, matter expressly required by this Agreement law to be submitted to Members stockholders for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. Each committee shall keep regular minutes of its meetings and make such reports to the Board of Directors as the Board of Directors may request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the conduct of its business by the Board of Directors.
(b) Any resolutions adopted or other action taken by any such committee within the scope of the authority delegated to it by the Board of Directors shall be deemed for all purposes to be adopted or taken by the Board of Directors. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.
(c) If a committee member is absent or disqualified, the qualified members present at a meeting, even if not a quorum, may unanimously appoint another Board of Directors member to act in the absent or disqualified member’s place.
(d) Regular meetings of any such committee may be held without notice at such time and place as such committee may fix from time to time by resolution. Special meetings of any such committee may be called by any member thereof upon not less than two day’s notice stating the place, date and hour of such meeting, which notice may be given by any usual means of communication. Any member of a committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a committee meeting need not state the business proposed to be transacted at the meeting.
(e) A majority of all the members of any such committee shall constitute a quorum for the transaction of business at any meeting thereof, and actions of such committee must be authorized by the affirmative vote of a majority of the members of such committee.
(f) Any member of any such committee may determine be removed at any time with or without cause by resolution adopted by a majority of the Board of Directors.
(g) Any such committee shall elect a presiding officer from among its action members and may fix the time and place, if any, its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its meetings proceedings and specify what notice thereof, if any, shall be given, unless report the same to the Board of Directors shall otherwise provide. The Board of Directors for its information at the meeting thereof held next after the proceedings shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeebeen taken.
Appears in 1 contract
Committees. (a) The Board of Directors mayDirectors, by resolution or resolutions passed adopted by a majority of the then total number of Directors then in office, may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin 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 fill vacancies in (a) adopting, amending or repealing any bylaw of the Board of Directors Corporation or any committee (b) approving or in their respective membership, to approve or adoptadopting, or recommend recommending to the Members, stockholders any action or matter, other than the election or removal of Directors, matter expressly required by this Agreement law to be submitted to Members stockholders for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. Each committee shall keep regular minutes of its meetings and make such reports to the Board of Directors as the Board of Directors may request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the conduct of its business by the Board of Directors.
(b) Any resolutions adopted or other action taken by any such committee within the scope of the authority delegated to it by the Board of Directors shall be deemed for all purposes to be adopted or taken by the Board of Directors. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.
(c) If a committee member is absent or disqualified, the qualified members present at a meeting, even if not a quorum, may unanimously appoint another Board of Directors member to act in the absent or disqualified member’s place.
(d) Regular meetings of any such committee may be held without notice at such time and place as such committee may fix from time to time by resolution. Special meetings of any such committee may be called by any member thereof upon not less than two day’s notice stating the place, date and hour of such meeting, which notice may be given by any usual means of communication. Any member of a committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a committee meeting need not state the business proposed to be transacted at the meeting.
(e) A majority of all the members of any such committee shall constitute a quorum for the transaction of business at any meeting thereof, and actions of such committee must be authorized by the affirmative vote of a majority of the members of such committee.
(f) Any member of any such committee may determine be removed at any time with or without cause by resolution adopted by a majority of the Board of Directors.
(g) Any such committee shall elect a presiding officer from among its action members and may fix the time and place, if any, its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its meetings proceedings and specify what notice thereof, if any, shall be given, unless report the same to the Board of Directors shall otherwise provide. The Board of Directors for its information at the meeting thereof held next after the proceedings shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeebeen taken.
Appears in 1 contract
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant The Association will at all times maintain two standing committees, referred to for the purposes of these Articles as the “Finance Committee” and authorize options the “Governance and other rights with respect Human Resources Committee”, the name of such committees to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved be determined by the Board from time to time, which shall be comprised of Directors those persons and shall have those duties and powers as set out in these Articles and in any separate terms of reference adopted by the Board.
(b) function as In addition to the pricing committee with respect to any offering of Shares authorized Finance Committee and the Governance and Human Resources Committee established by these Articles, the Board of Directors. Such committee or may create such other standing and special committees shall have such name or names as may be determined from time to time by resolution adopted be required. Any such committee will limit its activities to the purpose or purposes for which it is created and will have no powers except those specifically conferred on it by the Board of Directorsor these Articles. A majority of all the members of any such committee The Board may determine its action and fix the time and placedelegate any, if anybut not all, of its meetings powers to such committees which may be in whole or in part composed of directors as it thinks fit.
(c) Unless specifically designated as a standing committee, a committee is deemed to be a special committee and specify what notice thereofany special committee so created must be created for a specified time period.
(d) Any standing or special committee will, if anyin the exercise of the powers delegated to it, shall conform to any rules that may from time to time be given, unless imposed by the Board in the terms of Directors shall reference applicable to it or otherwise, and will report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board may determine.
(e) Unless otherwise provide. The Board of Directors determined by the Board, each committee shall have power to change fix its quorum at not less than a majority of its members, to elect its chair based on such recommendations received by the members of any such committee at any time to fill vacancies, Governance and Human Resources Committee and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeeregulate its procedure.
Appears in 1 contract
Samples: Amalgamation Agreement
Committees. The Board may appoint one or more committees, each consisting of Directors maytwo or more directors, and delegate to such committees any of the authority of the Board except with respect to:
a) The approval of any action for which the General Corporation Law also requires shareholders’ approval or approval of the outstanding shares;
b) The filling of vacancies in the Board or on any committee;
c) The fixing of compensation of the directors for serving on the Board or on any committee;
d) The amendment or repeal of bylaws or the adoption of new bylaws;
e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
f) A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board; or
g) The appointment of other committee of the Board or the members thereof. Any such committee must be designated, and the members or alternate members thereof appointed, by resolution or resolutions passed adopted by a majority of the then total authorized number of directors and any such committee may be designated an Executive Committee or by such other name as the Board shall specify. Alternate members of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors a committee may replace any absent member at any meeting of the Company, which, to the extent provided in such resolution or resolutions, committee. The Board shall have and may exercisethe power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies prescribe the manner in which its proceedings shall be conducted. Unless the Board of Directors or any such committee or in their respective membershipshall otherwise provide, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant regular and authorize options special meetings and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members actions of any such committee may determine its action and fix shall be governed by the time and place, if any, provisions of its this Article applicable to meetings and specify what notice thereof, if any, actions of the Board. Minutes shall be given, unless the Board kept of Directors shall otherwise provide. The Board each meeting of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such each committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 1 contract
Committees. The Board board of Directors directors may, by resolution or resolutions passed adopted by a majority of the then total authorized number of members of the Board of Directorsdirectors, designate one (1) or more other committees committees, each consisting of one (1) two or more Directors directors, to serve at the pleasure of the Companyboard of directors. The board of directors may designate one or more directors as alternate members of any committee, whichwho may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in such the resolution or resolutionsof the board of directors, shall have the authority of the board of directors, except with respect to:
(i) the approval of any action which, under the CCC, also requires shareholders' approval or the approval of the outstanding shares;
(ii) the filling of vacancies on the board of directors or on any committee;
(iii) the fixing of compensation of the directors for serving on the board or on any committee;
(iv) the amendment or repeal of these Bylaws or the adoption of new Bylaws;
(v) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;
(vi) a distribution, except at a rate, in a periodic amount or within a price range set forth in the articles of incorporation or determined by the board of directors; and
(vii) the appointment of other committees of the board of directors or the members thereof. Meetings and may exerciseactions of committees shall be governed by, subject to and held and taken in accordance with, the provisions of this AgreementArticle III of these Bylaws, with such changes in the powers context of these Bylaws as is necessary to substitute the committee and authority its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board board of Directors granted hereunder; but no such committee directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the power right to fill vacancies in attend all meetings of the Board committee. The board of Directors or directors may adopt rules for the government of any committee or in their respective membership, to approve or adopt, or recommend to not inconsistent with the Members, any action or matter, other than the election or removal provisions of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeethese Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Phone Com Inc)
Committees. The Board of Directors maymay establish, by resolution from time to time, such committees as it may deem necessary or beneficial to assist it in its work. The resolutions passed by a majority establishing such committees shall state the purpose, time line and authority of each committee. No committee shall have the authority to: (a) amend or repeal these by-laws; (b) elect, appoint or remove any member of any other committee or any director, elected officer or employee of the then total number agency; (c) amend the Intergovernmental Agreement; (d) adopt a plan of members merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the Authority; (f) authorize the voluntary dissolution of the corporation or revoke proceedings therefore; (g) adopt a plan for the distribution of the assets of the Authority; or (h) amend, alter or repeal any resolution of the Board of Directors, designate one (1) or more other committees consisting . The designation and appointment of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no any such committee and the delegation of authority thereto shall have the power to fill vacancies in not relieve the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the its members of any such committee may determine its action and fix responsibility imposed upon it, him or her by law. Committees of the time and placeBoard shall be classified as standing or special and, if any, of its meetings and specify what notice thereof, if anyunless explicitly authorized to carry out a specific charge, shall be given, unless advisory to the Board. In order to broaden input to the Board and encourage community involvement, the Board may appoint individuals who are not members of Directors shall otherwise providethe Board to serve on any standing or special committee of the Board. The Board CEO shall serve as an ex officio member of Directors shall have power to change each committee appointed by the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committeeBoard, unless otherwise provided designated in these Bylaws or by the Board of Directors or the CommitteeBoard.
Appears in 1 contract
Samples: Bylaws
Committees. The Board of Directors may, by resolution may from time to time establish one or resolutions passed by a majority more committees of the then total number Board to serve at the pleasure of the Board, which shall be comprised of such members of the Board, subject to the Investor Rights Agreement, and have such duties as the Board shall from time to time determine. Any director may belong to any number of Directorscommittees of the Board. Subject to the Certificate of Incorporation and the Investor Rights Agreement, the Board may designate one (1) or more other committees consisting 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 to act at the meeting in the place of any such absent or disqualified member, subject to the Investor Rights Agreement. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise provided in the Certificate of Incorporation, these By-Laws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one (1) or more Directors members of the Companycommittee, whichand may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunderthe 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 fill vacancies in the Board of Directors following matters:
(a) approving or any committee or in their respective membership, to approve or adoptadopting, or recommend recommending to the Membersstockholders, any action or matter, matter (other than the election or removal of Directors, directors) expressly required by this Agreement the DGCL to be submitted to Members stockholders for their approvalapproval or (b) adopting, amending or to authorize repealing any By-Law of the issuance Corporation. Each committee of Sharesthe Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except that as may otherwise be provided by a resolution of the Board designating such a committee may, to the extent committee. Unless otherwise provided in such resolutionsa resolution, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board presence of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A at least a majority of all the members of any the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member's alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, 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 determine its action and fix the time and place, if any, unanimously appoint another member of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change act at the members meeting in place of any such committee at any time to fill vacancies, and to discharge any such committee, either with absent or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeedisqualified member.
Appears in 1 contract
Samples: Business Combination Agreement (dMY Technology Group, Inc.)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by Table of Contents the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeecommittee.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Och-Ziff Capital Management Group LLC)
Committees. The Board may appoint one or more committees, each consisting of Directors maytwo or more directors, and delegate to such committees any of the authority of the Board except with respect to:
(i) The approval of any action for which the California General Corporation Law also requires shareholders' approval of the outstanding shares.
(ii) The filling of vacancies on the Board or in any committee;
(iii) The fixing of compensation of the directors for serving on the Board or on any committee;
(iv) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(v) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(vi) A distribution to the shareholders of the Corporation except at a rate or in a periodic amount or within a price range determined by the Board; or
(vii) The appointment of other committees of the Board or the members thereof. Any such committee must be appointed by resolution or resolutions passed adopted by a majority of the then total authorized number of members of directors and may be designated an Executive Committee or by such other name as the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall specify. The Board shall have and may exercisethe power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, subject to the provisions of this Agreement, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies prescribe the manner in which its proceedings shall be conducted. Unless the Board of Directors or any such committee or in their respective membershipshall otherwise provide, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant regular and authorize options special meetings and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members actions of any such committee may determine its action and fix shall be governed by the time and place, if any, provisions of its this Article applicable to meetings and specify what notice thereof, if any, actions of the Board. Minutes shall be given, unless the Board kept of Directors shall otherwise provide. The Board each meeting of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such each committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Steven Myers & Associates Inc)
Committees. The Board may designate one or more committees, each committee to consist of Directors may, by resolution one or resolutions passed by a majority more of the then total number directors of the Corporation, with such lawfully delegated powers and duties as it therefor confers; provided that, the committee membership of each committee designated by the Board will comply with the applicable rules of the exchange on which any securities of the Corporation are listed. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the Board of Directorscommittee present at any meeting and not disqualified from voting, designate one (1) whether or more other committees consisting of one (1) not such member or more Directors members constitute a quorum, may unanimously appoint another member of the Company, whichBoard to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in such the resolution or resolutionsof the Board and subject to the provisions of the DGCL, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunder; but no 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. Each such committee shall have the power to fill vacancies in keep minutes and make such reports as the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by request. Except as the Board of Directors. A majority of all the members of may otherwise determine, any such committee may determine its action and fix make rules for the time and place, if any, conduct of its meetings and specify what notice thereofbusiness, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, but unless otherwise provided by such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board. Unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee consists of Directors one or more members of the Committeecommittee, and delegate to a subcommittee any or all of the powers and authority of the committee.
Appears in 1 contract
Samples: Business Combination Agreement (FTAC Athena Acquisition Corp.)
Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number Whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors, designate one (1) Directors to act at the meeting in place of any such absent or more other committees consisting of one (1) or more Directors of the Company, whichdisqualified member. Any such committee, to the extent provided in such the resolution or resolutionsof the Board, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunderthe 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 fill vacancies in the Board of Directors following: (i) approving or any committee or in their respective membership, to approve or adoptadopting, or recommend recommending to the Membersstockholders, any action or matter, other than the election or removal of Directors, matter expressly required by this Agreement the law of the state of incorporation of the Corporation to be submitted to Members stockholders for their approval, or to authorize (ii) adopting, amending or repealing any By-Law of the issuance of SharesCorporation. Unless the Board otherwise provides, except that such a each committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved designated by the Board may make, alter and repeal rules for conduct of Directors and (b) function its business. In the absence of such rules each committee shall conduct its business in the same manner as the pricing committee with respect Board conducts its business pursuant to any offering of Shares authorized by the Board of Directorsthese By-Laws. 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. A majority of all the members of any Any such committee may determine its action and fix the time and place, if any, shall keep written minutes of its meetings and specify what notice thereof, if any, shall be given, unless report the same to the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeewhen required.
Appears in 1 contract
Samples: Merger Agreement (Dole Food Co Inc)
Committees. (a) The Board of Directors may, by resolution or resolutions passed adopted by a majority of the then total number Whole Board, designate one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In addition, in the absence or disqualification of the member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such 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, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers over business and authority affairs of the Board Corporation, and may authorize the seal of Directors granted hereunderthe Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to fill vacancies in amending the Certificate of Incorporation, adopting an agreement of merger or consolidation under Sections 251 and 252 of the General Corporation Law of the State of Delaware, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders the dissolution of the Corporation or revocation of a dissolution or amending these By-Laws. Unless a resolution of the Board of Directors so provides, no such committee shall have the power or any committee or in their respective membershipauthority to declare a dividend, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such stock or to adopt a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares certificate of ownership or merger pursuant to and in accordance with any plan or authorizing resolutions approved by Section 253 of the Board General Corporation Law of Directors and (b) function as the pricing committee with respect to any offering State of Shares authorized by the Board of DirectorsDelaware. Such committee or committees shall have such name or names as may be determined from time to time by a resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
(b) A majority of all the members of any such committee may determine its action and fix the time and place, if any, place of its meetings and specify what notice thereof, if any, shall be givenmeetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of these By-Laws. The Board of Directors shall have power to change the members of any such committee at any time to fill vacanciesvacancies in, and to discharge change the membership of, or to dissolve any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.
Appears in 1 contract
Samples: By Laws (Tumbleweed Inc)
Committees. The Board of Directors may, by resolution resolution, designate one or resolutions passed by a majority more committees, each committee to consist of one or more of the then total number directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not the member or members present 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, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to exercise all of the provisions of this Agreement, the lawfully delegated powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board management of Directors or any committee or in their respective membershipthe business and affairs of the corporation, to approve or adopt, or recommend to and may authorize the Members, any action or matter, other than seal of the election or removal of Directors, expressly required by this Agreement corporation to be submitted affixed to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directorsall papers which may require it. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless Except as the Board of Directors shall may otherwise provide. The Board determine, any committee may make rules for the conduct of Directors shall have power to change the members of any such committee at any time to fill vacanciesits business, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these bylaws for the conduct of its business by the Board of Directors. Except as otherwise provided in the certificate of incorporation of the corporation, these bylaws, or the resolution of the Board of Directors designating the committee, any committee may create one or more subcommittees, each subcommittee to consist of one or more members of the Committeecommittee, and may delegate to any such subcommittee any or all of the powers and authority of the committee.
Appears in 1 contract
Samples: Business Combination Agreement (Pathfinder Acquisition Corp)
Committees. Except as otherwise provided in and subject to Article X of these Bylaws, the Board may designate such committees as it shall determine. Each committee shall consist of two or more of the members of the Board and shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of Directors mayany committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, by the member or members 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 to act at the meeting in the place of any such absent or disqualified member. To the extent provided in any applicable resolution or resolutions passed charter approved by a majority of the then total number of members of the Board and subject to any restrictions or limitations on the delegation of Directorspower and authority imposed by applicable law, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in any such resolution or resolutions, committee shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunder; but no 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. Any such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, keep written minutes of its meetings and specify what notice thereof, if any, shall be given, unless report the same to the Board. Unless the Board of Directors or these Bylaws shall otherwise provide. The Board prescribe the manner of Directors shall have power to change the members proceedings of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, meetings of such committee may be regularly scheduled in advance and may be called at any time. The Secretary time by the chairman of the Company shall act as Secretary committee or by any two members thereof; otherwise, the provisions of any committee, unless otherwise provided by these Bylaws with respect to notice and conduct of meetings of the Board shall govern committees of Directors or the CommitteeBoard and actions by such committees.
Appears in 1 contract
Committees. (i) The Board may designate one or more committees, each committee to consist of one or more of the Directors mayor other Persons. The By-Laws may establish the initial committees, which may be altered, eliminated or restructured by an amendment to the By-Laws. The Board may designate one or more Directors or other Persons as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
(ii) Except as otherwise provided by the By-Laws, members of a committee shall hold office for such period as may be fixed by a resolution adopted by the Board. Any member of a committee may be removed from such committee only by the Board. Vacancies in the membership of any committee shall be filled by the Board.
(iii) Each committee may adopt its own rules of procedure and may meet at stated times or resolutions passed on such notice as such committee may determine. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
(iv) Unless otherwise required by the By-Laws, a majority of a committee shall constitute a quorum for the transaction of business, and the vote of a majority of the then total number of members of the Board such committee present at a meeting at which a quorum is present shall be an act of Directors, designate one such committee.
(1v) or more other committees consisting of one (1) or more Directors of the Company, which, to To the extent provided in such the resolution of the Board, any committee that consists solely of one or resolutions, more Directors shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board management of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than business and affairs of the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of SharesCompany, except that such a committee may, to shall not have the extent provided in such resolutions, (a) grant and authorize options and other rights powers of the Board with respect to approving any matters pertaining to the Shares pursuant self-regulatory function of the Exchange or relating to and in accordance with any plan or authorizing resolutions approved by the Board structure of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by market which the Board of DirectorsExchange regulates. 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. In the absence or disqualification of a member of a committee composed solely of Directors. A majority , the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of all the members Board to act at the meeting in the place of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with absent or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeedisqualified member.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Committees. The Board of Directors maymay designate one or more committees, by resolution each committee to consist of one or resolutions passed by a majority more of the then total Directors of the Corporation. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of the committee, the member or members present at any meeting and not disqualified from voting, whether or not the number or numbers present constitute a quorum, may unanimously appoint another member of members the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin 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 fill vacancies in (a) adopting, amending or repealing the Board By-Laws of Directors the Corporation or any committee of them or in their respective membership, to approve (b) approving or adoptadopting, or recommend recommending to the Members, stockholders any action or matter, matter expressly required by law to be submitted to stockholders for approval (other than the election or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directorsdirectors). 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. A majority of all the members of any such Each committee may determine its action and fix the time and place, if any, shall keep regular minutes of its meetings and specify what notice thereof, if any, shall be given, unless make such reports to the Board of Directors shall otherwise provide. The as the Board of Directors shall have power to change may request. Except as the members Board of Directors may otherwise determine, any such committee at any time to fill vacanciesmay make rules for the conduct of its business, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-Laws for the conduct of its business by the Board of Directors or the CommitteeDirectors.
Appears in 1 contract
Committees. The Board of Directors may, by resolution or resolutions passed by of a majority of the then total number of members of the Board of Directorsfull Board, designate one (1) or more other committees consisting committees, each committee to consist of one (1) or more of the Directors. The Board may designate one or more Directors as alternate members of the Companyany committee, whichwho may replace any absent or disqualified Director at any meeting of such committee. Any such committee, to the extent provided in such the resolution of the Board or resolutionsin this Agreement, shall have and may exercise, subject to the provisions of this Agreement, the exercise all powers and authority of the Board in the management of Directors granted hereunderthe business and affairs of the Company; but no such committee shall have the power to fill vacancies or authority in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend reference to the Members, following matters:
1.1.1 approving or adopting any action or matter, other than the election or removal of Directors, matter expressly required by this Agreement or the Delaware Act to be submitted to Members the Organizational Member for their approvalapproval or adoption; or
1.1.2 amending or repealing any provision of this Agreement. In connection with the appointment of any committee, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as shall adopt a charter for the pricing committee with respect to any offering of Shares authorized by the Board of Directors. Such committee or committees which shall have such name or names as may be determined revised from time to time in accordance with its terms. Unless otherwise specified by resolution adopted by of the Board, any committee designated pursuant to this subsection shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board when requested and shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules. At every meeting of Directors. A any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present at a meeting of which a quorum is present shall be necessary for the adoption by the committee of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provideresolution. The Board of Directors shall have power to change the members of any such committee at any time to fill vacanciesvacancies in, and or to discharge change the membership of, any committee, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors; provided, either with however, that no such committee shall have or without cause, at may exercise any time. The Secretary authority of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the CommitteeBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (EXCO Resources (XA), LLC)
Committees. The Board board of Directors directors may, by resolution or resolutions passed adopted by a majority of the then total authorized number of members of the Board of Directorsdirectors, designate one (1) or more other committees committees, each consisting of one (1) two or more Directors directors, to serve at the pleasure of the Companyboard of directors. The board of directors may designate one or more directors as alternate members of any committee, whichwho may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in such the resolution or resolutionsof the board of directors, shall have the authority of the board of directors, except with respect to: (i) the approval of any action which, under the CCC, also requires shareholders' approval or the approval of the outstanding shares; (ii) the filling of vacancies on the board of directors or on any committee; (iii) the fixing of compensation of the directors for serving on the board or on any committee; (iv) the amendment or repeal of these Bylaws or the adoption of new Bylaws; (v) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable; (vi) a distribution, except at a rate, in a periodic amount or within a price range set forth in the articles of incorporation or determined by the board of directors; and may exercise(vii) the appointment of other committees of the board of directors or the members thereof. Meetings and actions of committees shall be governed by, subject to and held and taken in accordance with, the provisions of this AgreementArticle III of these Bylaws, with such changes in the powers context of these Bylaws as is necessary to substitute the committee and authority its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board board of Directors granted hereunder; but no such committee directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the power right to fill vacancies in attend all meetings of the Board committee. The board of Directors or directors may adopt rules for the government of any committee or in their respective membership, to approve or adopt, or recommend to not inconsistent with the Members, any action or matter, other than the election or removal provisions of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeethese Bylaws.
Appears in 1 contract
Committees. The Board of Directors maymay designate one or more committees, by resolution each committee to consist of one or resolutions passed by a majority more of the then total number directors of the Corporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, 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 qualified member of the Board of Directors, designate one (1) Directors to act at the meeting in the place of any absent or more other committees consisting of one (1) or more Directors of the Company, whichdisqualified member. Any such committee, to the extent permitted by law and provided in the resolution establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board of Directors granted hereunderin 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 provided, however, that no such committee shall have the power or authority to fill vacancies in the Board of Directors or any committee or in their respective membership(i) approve, to approve or adopt, or recommend to the Members, stockholders any action or matter, matter (other than the election or removal of Directors, directors) expressly required by this Agreement the DGCL to be submitted to Members stockholders for their approval, or (ii) adopt, amend, or repeal any of these Bylaws. Each committee shall keep regular minutes and report to authorize the issuance of Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as when required. Notwithstanding anything to the pricing committee with respect to any offering contrary contained in this Article III, the resolution of Shares authorized by the Board of Directors. Such Directors establishing any committee or committees shall have such name or names as may be determined from time to time by resolution adopted by of the Board of Directors. A majority of all Directors and/or the members charter of any such committee may determine its action establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and fix any such resolution or charter, the time and place, if any, terms of its meetings and specify what notice thereof, if any, such resolution or charter shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeecontrolling.
Appears in 1 contract
Samples: Merger Agreement (Kellanova)
Committees. The Subject to the Investor Rights Agreement, the Board of Directors may, by resolution may from time to time establish one or resolutions passed by a majority more committees of the then total number Board to serve at the pleasure of the Board (including, but not limited to, an Executive Committee, an Audit Committee and a Compensation Committee), which shall be comprised of such members of the Board, and have such duties and be vested with such powers as the Board shall from time to time determine. Any director may belong to any number of Directorscommittees of the Board. Subject to the Certificate of Incorporation and the Investor Rights Agreement, the Board may designate one (1) or more other committees consisting 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 to act at the meeting in the place of any such absent or disqualified member, subject to the Investor Rights Agreement. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one (1) or more Directors members of the Companycommittee, whichand may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such resolution or resolutionscommittee, subject to the Investor Rights Agreement, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunderthe 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 fill vacancies in the Board of Directors following matters: (a) approving or any committee or in their respective membership, to approve or adoptadopting, or recommend recommending to the Membersstockholders, any action or matter, matter (other than the election or removal of Directors, directors) expressly required by this Agreement the DGCL to be submitted to Members stockholders for their approvalapproval or (b) adopting, amending or to authorize repealing any Bylaw of the issuance Corporation. Each committee of Sharesthe Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except that as may otherwise be provided by a resolution of the Board designating such a committee may, to or the extent Investor Rights Agreement. Unless otherwise provided in such resolutionsa resolution or the Investor Rights Agreement, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board presence of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A at least a majority of all the members of any the committee shall be necessary to constitute a quorum; and all matters shall be determined by a majority affirmative vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution or the Investor Rights Agreement, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, 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 determine its action and fix the time and place, if any, unanimously appoint another member of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change act at the members meeting in place of any such committee at any time to fill vacancies, and to discharge any such committee, either with absent or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeedisqualified member.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
Committees. The Board of Directors may, by resolution may from time to time establish one or resolutions passed by a majority more committees of the then total number Board to serve at the pleasure of the Board, which shall be comprised of such members of the Board, subject to the Investor Rights Agreement, and have such duties as the Board shall from time to time determine. Any director may belong to any number of Directorscommittees of the Board. Subject to the Certificate of Incorporation and the Investor Rights Agreement, the Board may designate one (1) or more other committees consisting 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 to act at the meeting in the place of any such absent or disqualified member, subject to the Investor Rights Agreement. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise provided in the Certificate of Incorporation, these By-Laws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one (1) or more Directors members of the Companycommittee, whichand may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such resolution or resolutionscommittee, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board in the management of Directors granted hereunderthe 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 fill vacancies in the Board of Directors following matters: (a) approving or any committee or in their respective membership, to approve or adoptadopting, or recommend recommending to the Membersstockholders, any action or matter, matter (other than the election or removal of Directors, directors) expressly required by this Agreement the DGCL to be submitted to Members stockholders for their approvalapproval or (b) adopting, amending or to authorize repealing any By-Law of the issuance Corporation. Each committee of Sharesthe Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except that as may otherwise be provided by a resolution of the Board designating such a committee may, to the extent committee. Unless otherwise provided in such resolutionsa resolution, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board presence of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A at least a majority of all the members of any the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, 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 determine its action and fix the time and place, if any, unanimously appoint another member of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change act at the members meeting in place of any such committee at any time to fill vacancies, and to discharge any such committee, either with absent or without cause, at any time. The Secretary of the Company shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the Committeedisqualified member.
Appears in 1 contract
Samples: Business Combination Agreement (dMY Technology Group, Inc.)
Committees. (a) The Board board of Directors maydirectors may designate one or more committees, by resolution each committee to consist of one or resolutions passed by a majority more of the then total number directors of the Corporation. The board of directors may designate one or more directors as alternate members of the Board of Directorsany committee, designate one (1) who may replace any absent or more other committees consisting of one (1) or more Directors disqualified member at any meeting of the Companycommittee. In the absence or disqualification of a member of a committee, whichthe 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 such the resolution or resolutionsof the board of directors, shall have and may exercise, subject to the provisions of this Agreement, exercise all the powers and authority of the Board board of Directors granted hereunderdirectors 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 fill vacancies in the Board of Directors following matters: (i) approving or any committee or in their respective membership, to approve or adoptadopting, or recommend recommending to the Membersstockholders, any action or matter, other than the election or removal of Directors, matter expressly required by this Agreement Delaware Law to be submitted to Members the stockholders for their approvalapproval or (ii) adopting, amending or to authorize repealing any bylaw of the issuance of Shares, except that such a Corporation. Each committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of Shares authorized by the Board of Directors. 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. A majority of all the members of any such committee may determine its action and fix the time and place, if any, keep regular minutes of its meetings and specify what notice thereofreport the same to the board of directors when required.
(b) Unless otherwise provided in the certificate of incorporation, if anythese bylaws or the resolution of the board of directors designating the committee, shall be given, unless the Board a committee may create one or more subcommittees consisting of Directors shall otherwise provide. The Board of Directors shall have power to change the one or more members of any such committee at and delegate to such subcommittee any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary all of the Company shall act as Secretary powers and authority of any the committee.
(c) Unless the board of directors otherwise provides, unless otherwise provided each committee designated by the Board board of Directors or directors may make, alter and repeal rules for the Committeeconduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the board of directors conducts its business pursuant to this Article 3.
Appears in 1 contract
Samples: Reorganization Agreement (Cobalt International Energy, Inc.)
