Common use of Committees Clause in Contracts

Committees. The Board of Directors 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. 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 to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directors.

Appears in 6 contracts

Samples: Merger Agreement, Merger Agreement (Conceptus Inc), Merger Agreement (Schiff Nutrition International, Inc.)

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Committees. The Board of Directors 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the 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 any of the following matters: (ia) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by law Delaware Law to be submitted to the stockholders for approval, approval or (iib) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Appears in 4 contracts

Samples: Merger Agreement (PetIQ, Inc.), Merger Agreement (Forma Therapeutics Holdings, Inc.), Merger Agreement (Spark Therapeutics, Inc.)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (ia) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law Delaware Law to be submitted to the stockholders for approval, approval or (iib) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany Bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Appears in 4 contracts

Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III), Merger Agreement (D8 Holdings Corp.), Merger Agreement (Fusion Acquisition Corp.)

Committees. The Board of Directors may designate one or more committees including, without limitation, compensation and audit committees, each committee to consist of one or more of the directors Directors of the Corporation. The Board may designate one or more directors Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsBoard, shall have and may exercise all the powers and authority of the Board of Directors in 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 no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, (ii) or adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsBy-laws.

Appears in 4 contracts

Samples: Merger Agreement (Cable Systems Holding LLC), Merger Agreement (Analog Acquisition Corp), Agreement and Plan of Merger (Cable Systems Holding LLC)

Committees. The Board of Directors may designate one or more committees including, without limitation, compensation and audit committees, each committee to consist of one or more of the directors Directors of the Corporation. The Board may designate one or more directors Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the B-5 71 resolution of the Board of Directors or in these bylawsBoard, shall have and may exercise all the powers and authority of the Board of Directors in 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 no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, (ii) or adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsBy-laws.

Appears in 3 contracts

Samples: Merger Agreement (Green I Acquisition Corp), Merger Agreement (Born Dawn S), Merger Agreement (Gni Group Inc /De/)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the a resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (ia) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law Delaware Law to be submitted to the stockholders for approval, approval and (iib) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany Bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors from time to time.

Appears in 2 contracts

Samples: Bylaws (First Wind Holdings Inc.), Bylaws (First Wind Holdings Inc.)

Committees. The Board of Directors 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. In The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directors directors, or in these bylawsthe bylaws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following mattersmatter: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law these bylaws to be submitted to stockholders for approval, approval or (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany bylaw of the Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Ixia), Merger Agreement (Ixia)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a the committee, the member or members thereof present at any meeting and of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the a resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, Corporation and may authorize the seal of the Corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or approving, adopting, or recommending to the stockholders, stockholders any action or matter expressly required by law the DGCL to be submitted to stockholders for approval, approval or (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany bylaw of the Corporation.

Appears in 2 contracts

Samples: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a the committee, the member or members thereof present at any meeting and of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the a resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, Corporation and may authorize the seal of the Corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or approving, adopting, or recommending to the stockholders, stockholders any action or matter expressly required by law the Delaware General Corporation Law to be submitted to stockholders for approval, approval or (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany bylaw of the Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Splunk Inc), Merger Agreement (Broadsoft, Inc.)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the 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 any of the following matters: (ia) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by law the DGCL to be submitted to the stockholders for approval, approval or (iib) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Appears in 2 contracts

Samples: Merger Agreement (Shire PLC), Merger Agreement (Dyax Corp)

Committees. The Subject to the provisions of Article IX, the Board of Directors may may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such 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 committeeSubject to Section 9.3(a), who may replace any absent or disqualified member at any meeting of the committee. In in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in such resolution or resolutions and to the resolution of the Board of Directors or in these bylawsextent permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following mattersmatter: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law the General Corporation Law of the state of Delaware to be submitted to stockholders for approval, approval or (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsthe Bylaws of the Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Republic Services Inc), Merger Agreement (Allied Waste Industries Inc)

Committees. The Board of Directors may designate establish one or more committees, each committee to consist of one or more of the directors of the Corporationdirectors. 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 or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following mattersfollowing: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law the DGCL to be submitted to stockholders for approval, approval or (ii) adopting, amending or repealing any provision of these bylaws or (iii) removing or indemnifying directorsBy-laws. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these By-laws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee at any time.

Appears in 2 contracts

Samples: Merger Agreement (Edify Acquisition Corp.), Merger Agreement (Unique Logistics International, Inc.)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsBylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, approval or (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsBylaws.

Appears in 2 contracts

Samples: Merger Agreement (Stratex Networks Inc), Merger Agreement (Harris Corp /De/)

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Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporationcorporation. 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 the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers which may require it; but no . Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall have conduct its business in the power or authority in reference same manner as the Board of Directors conducts its business pursuant to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing this Article III of these bylaws or (iii) removing or indemnifying directorsBy-laws.

Appears in 1 contract

Samples: Merger Agreement (Dayton Superior Corp)

Committees. The Board of Directors 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. 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 to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsby-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these bylaws by-laws or (iii) removing or indemnifying directors.

Appears in 1 contract

Samples: Merger Agreement (United Rentals North America Inc)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the a resolution of the Board of Directors or in these bylawsBoard, shall have and may exercise all the powers and authority of the Board of Directors in 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 no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsBylaws.

Appears in 1 contract

Samples: Merger Agreement (Contango Oil & Gas Co)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (ia) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law the DGCL to be submitted to the stockholders for approval, approval or (iib) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany Bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Appears in 1 contract

Samples: Business Combination Agreement (GS Acquisition Holdings Corp II)

Committees. The Board of Directors 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. 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 to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsby-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these bylaws by-laws or (iii) removing or indemnifying directors.

Appears in 1 contract

Samples: Merger Agreement (NextWave Wireless Inc.)

Committees. The Board of Directors 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. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsBylaws, shall have have, and may exercise exercise, all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, Corporation and may authorize the seal of the Corporation to be affixed to all papers which that may require it; , but no such committee shall have the power or authority in reference to the following matters: (ia) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, (iib) adopting, amending or repealing these bylaws Bylaws or (iiic) removing or indemnifying directors.

Appears in 1 contract

Samples: Merger Agreement (Spectranetics Corp)

Committees. The Board of Directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the 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 any of the following matters: (ia) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by law the DGCL to be submitted to the stockholders for approval, approval or (iib) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Appears in 1 contract

Samples: Merger Agreement (Shire PLC)

Committees. The Board of Directors may may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporationcorporation. 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 the 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 or in these bylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation to be affixed to all papers which may require itcorporation; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter that must be expressly required by law to be submitted to the stockholders for approval, ; and (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directorsany bylaw.

Appears in 1 contract

Samples: Merger Agreement (Globix Corp)

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