Coordination Committee. (a) To facilitate cooperation and coordination of operations between the Parties, there is hereby established a coordination committee composed of representatives of the Parties (the “Coordination Committee”). Coal Party shall be entitled to appoint one operational representative to the Coordination Committee (the “Coal Party Representative”), and Gas Party shall be entitled to appoint one operational representative to the Coordination Committee (the “Gas Party Representative”). Each Party shall have the right to change its representative serving on the Coordination Committee at any time by giving notice of such change to the other Parties.
(b) The Coordination Committee shall have only the powers and duties expressly ascribed to it in this Agreement.
(c) The representative of a Party shall be authorized to represent and bind such Party with respect to any matter that is within the powers of the Coordination Committee hereunder and is properly brought before the Coordination Committee. On all matters coming before the Coordination Committee, the Coal Party Representative and the Gas Party Representative shall each have an equal vote.
(d) Unless otherwise agreed by the members of the Coordination Committee, the Coordination Committee shall meet at least once per calendar quarter to review and discuss (i) the then-current Gas Development Plan, the then-current Life of Mine Plan, the Annual Gas Development Plan, and the Annual Coal Development Plan, (ii) any updates to such plans provided by the Parties since the previous Coordination Committee meeting, (iii) any suggestions of the Operating Committee with respect to the operations of Coal Party and Gas Party and (iv) such other matters as may be reasonably proposed by Coal Party or Gas Party. All meetings shall be held during normal business hours, with the time and place of each meeting to be mutually agreed upon by the Parties, or if not mutually agreed to, then the selection of the time and place of each such meeting shall alternate between representatives. Members of the Coordination Committee shall be allowed to participate telephonically (or, to the extent available, by video conference) in any such meeting. Each Party may call a special meeting of the Coordination Committee on reasonable prior written notice.
(e) To the fullest extent permitted by Law and notwithstanding any provision of this Agreement to the contrary, no member of the Coordination Committee, in his or her capacity as a member of the ...
Coordination Committee. On the Original Agreement Date, there shall be established a coordination committee (the “Committee”) consisting of (i) one representative designated by each Investor Group and (ii) Xxxxxx Xxxxxxxx, in his individual capacity and as representative of the Management Stockholders (together, the “Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Investor Group that designated him or her ceases to beneficially own in the aggregate a number of Shares that is equal to at least 10% of the Original Shares owned in the aggregate by the members of such Investor Group as set forth on Exhibit A to the Stockholders Agreement. The Committee shall include Xxxxxx Xxxxxxxx for so long as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5% or more of the outstanding Shares on a Fully Diluted Basis and, in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager (in addition to representatives from each of the Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written r...
Coordination Committee.
9.1 Within ten (10) days after the Effective Date, a Coordination Committee composed of four (4) members, two
Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement.
18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent.
18.3 The Coordination Committee shall have the following functions and responsibilities:
18.3.1 Provide liaison between and among the Participants.
18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee.
18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee.
18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of ...
Coordination Committee. (a) The Sponsors shall create a coordination committee (the Coordination Committee) (which shall not be a committee of the Board) and shall maintain such committee until the earliest of the following (the Coordination Committee Period): (i) the termination or expiration of this Agreement; (ii) the agreement in writing of the Sponsors to disband such committee; or (iii) such time as no more than one Sponsor beneficially owns any Shares. During the Coordination Committee Period, the Coordination Committee shall, to the extent provided by the Applicable Coordination Requirements, facilitate the coordination of any Sales of Shares by the Sponsors (including but not limited to any Sale of Shares pursuant to the provisions of Article 3 and Article 4), and the Sponsors shall cooperate with each other, as reasonably necessary, with respect to any such Sales. Each of the Sponsors shall be entitled to designate one member of the Coordination Committee. The procedures governing the conduct of the Coordination Committee and the cooperative conduct required by the Sponsors (the Applicable Coordination Requirements) shall be established from time to time by the unanimous consent of each of the Sponsors who is entitled to designate a member of the Coordination Committee. Notwithstanding anything herein to the contrary (but without limiting or otherwise modifying the provisions of Article 3 or Article 4 of this Agreement or any Applicable Coordination Requirements that may apply from time to time), the Coordination Committee shall not be permitted to block or otherwise prohibit or limit Sales of Shares by the Sponsors.
(b) A Sponsor shall not be entitled to designate a member of the Coordination Committee if it ceases to hold at least 5% of the Shares. To the extent any Sponsor ceases to be entitled to designate a member of the Coordination Committee, the size of the Coordination Committee shall be deemed to automatically decrease accordingly and such designated member shall immediately cease to be a member of the Coordination Committee.
Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement.
18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent.
18.3 The Coordination Committee shall have the following functions and responsibilities:
18.3.1 Provide liaison between and among the Participants.
18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee.
18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee.
18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of ...
Coordination Committee. The Principal Investor Groups will create a coordination committee (the “Coordination Committee”) prior to the closing of the Initial Public Offering and will thereafter maintain such committee for so long as this Agreement remains in effect or until there are no Principal Investors remaining, if earlier. Each Principal Investor Group shall be permitted to designate one representative to participate on the Coordination Committee, and shall be permitted to remove and replace such designee from time to time, provided that a Principal Investor Group’s designee shall be automatically removed (and not replaced) at such time as such Principal Investor Group ceases to be a Principal Investor Group in accordance with the definition thereof. Except to the extent specified in this Section 3.7, the Majority Principal Investors shall determine, from time to time, the procedures which govern the conduct of the Coordination Committee, provided that such procedures shall not discriminate against any particular designee or designees in any material way. Actions of the Coordination Committee shall require the affirmative vote of representatives designated by Principal Investor Groups which constitute the Majority Principal Investors.
Coordination Committee. The Parties to this Agreement hereby agree to establish within 7 days of signature of this Agreement, a State Coordinating Committee for RSBY to review performance under this Agreement on a periodic basis. Such Committee shall under the chairmanship of State Government/ Nodal Agency.
Coordination Committee. As promptly as reasonably practicable following the assignment or secondment of the management level representative from the Investor referenced in Section 6.5, the Company and the Investor shall form a committee (the “Coordination Committee”) consisting of representatives from each of the Company and the Investor. The representatives of the Company and the representatives of the Investor, respectively, shall have equal say in any Coordination Committee matters and a representative of the Company and a representative of the Investor shall serve as co-chairs of the Coordination Committee. Either Party may propose the agenda for Coordination Committee meetings, which will be finalized by the co-chairs of the Coordination Committee and circulated to the Coordination Committee in advance of each meeting. The Coordination Committee shall report to and be subject to the oversight of the Company’s Executive Committee (the “Executive Committee”), shall meet (in person or by telephone, videoconference or other electronic means) not less frequently than once each calendar quarter and shall serve as the official forum of the Company and the Investor for discussing matters relating to the distribution, marketing and cross-selling of the Company’s products in Japan through Asset Management One distribution channels, the opportunities and platforms for Asset Management One to offer its products that do not compete with the Company’s products, and other matters generally related to the strategic alliance.
Coordination Committee. Univar NV, CD&R Investor and Temasek Investor shall form a committee (the “Coordination Committee”) responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of three members, which will initially be one representative designated by each of Univar NV, CD&R Investor and Temasek Investor, provided that Temasek Investor shall no longer have the right to designate a member of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 10% of the outstanding
