Executive Steering Committee Sample Clauses
Executive Steering Committee. 5.1 The Executive Steering Committee shall not be involved in day-to-day management of the Agreement or Services. The Executive Steering Committee will meet periodically as it deems necessary, but at a minimum, [***]* until such time, if any, that the Executive Steering Committee agrees to a different schedule for meetings.
5.2 Company will designate one of its members on the Executive Steering Committee to act as the chairman of the Executive Steering Committee, provided that such designation and role will be for administrative convenience purposes only and the rights, responsibilities and authority of the chairman shall be the same as all other members of the Executive Steering Committee. Company and Provider may mutually agree to increase or decrease the size of the Executive Steering Committee or to change the qualifications of who may serve on the Executive Steering Committee. The Executive Steering Committee will initially be comprised of executives of the Parties as follows: [***]*
5.3 The Executive Steering Committee will be governed according to the following principles:
a. Each Party shall have a single vote;
b. Members may participate in meetings in person, by telephone, or by teleconference; Schedule L - Technical Services Agreement - Final 4 October 18, 2001 Proprietary and Confidential International Paper / Exult
c. Participation by one member from each team is sufficient for a quorum; and
d. Unanimity of the Parties is required for action to be taken.
5.4 The responsibilities of the Executive Steering Committee will include:
a. generally overseeing the performance of each Party's obligations under the Agreement;
b. review and authorization of high-level technical, financial and resource plans;
c. review of reports and recommendations, as reviewed and approved by the Operations Management Team, and, on [***]* basis, review recommendations and provide authorization as required for:
(i) Service Levels for previous [***]*
(ii) adjustment of Service Levels
(iii) changes in pricing
(iv) Company employee satisfaction surveys and Service Level results
(v) benchmarking results
(vi) summary of out-of-scope work
(vii) implementation process of the Agreement and the achievement of key milestones and deliverables
(viii) adjustments to Services;
d. review of the relationship issues arising out of the Agreement;
e. consider the business and operating strategies of each party
f. resolution of concerns regarding replacement of a Relationship Manager or Cente...
Executive Steering Committee. If the Relationship Managers do not resolve the Dispute within [***]* (or such longer period as the Relationship Managers may agree) after the date of referral of the Dispute to them, either Party may elect to proceed directly to the Executive Steering Committee.
Executive Steering Committee. (a) Effective as of the Closing Date, an Executive Steering Committee (the “ESC”), shall be deemed established, which ESC shall continue until the date that is six (6) months after the Closing Date, at which time the ESC shall be automatically deemed dissolved. The ESC shall be composed of four members, with two members to be appointed by Pxxxxx and two members to be appointed by the Company, in each case no later than the Closing Date. Parent shall designate one of the ESC members as the “ESC Chair.” Each ESC member shall have executed a confidentiality agreement reasonably acceptable to Parent. The ESC will meet once every other month. The ESC Chair will send a draft agenda for each meeting to the other members, and each of the members may, with the reasonable approval of the ESC Chair, invite individuals who are not ESC members to participate in ESC meetings (provided that such individuals have executed a confidentiality agreement with the party that invited it). The ESC Chair shall record minutes of each meeting and promptly distribute them to the ESC members.
(b) The ESC’s primary responsibility will be to review and approve a development and commercialization plan with respect to the Acquired Products (the “Acquired Product Plan”). Parent will prepare and deliver to the ESC a draft of the Acquired Product Plan, and, at its regularly scheduled meetings and any special meetings agreed to, any attended by, all four members of the ESC, the ESC will review, discuss and provide comments to Parent with respect to such Acquired Product Plan, and the ESC will be responsible for approving the final Acquired Product Plan.
(c) The unanimous approval of the ESC will be required with respect to all matters within the scope of the ESC’s authority. If the ESC cannot reach unanimous agreement, then (i) such matter shall be referred to the Holder Representative and the Chief Executive Officer of Parent, and such persons shall negotiate in good faith to resolve any such dispute in a mutually satisfactory manner for thirty (30) days after the referral of the applicable matter to them (or such longer period of time to which the Chief Executive Officer of Parent and Holder Representative may mutually agree) and (ii) if Parent and the Holder Representative fail to reach unanimous agreement within the thirty (30) day period described in the prior clause (i), then Parent shall have the final decision-making authority with respect to any such matters.
(d) Notwithstanding anyt...
Executive Steering Committee. Each of SAP and AP will provide the other with the names of up to three members of its senior management staff (inclusive of the Alliance General Managers) who will serve on an executive steering committee ("Executive Steering Committee"). The Executive Steering Committee will be responsible for (a) generally overseeing the performance of each party's obligation under this Agreement, and (b) making, and providing continuity for making, strategic decisions regarding the Alliance Offering. The Executive Steering Committee will meet quarterly. Topics of these meetings may include the strategic objectives of the parties and long-range planning.
Executive Steering Committee. In order to monitor, coordinate and facilitate implementation of the terms and conditions of this Agreement, the Parties shall establish an “Executive Steering Committee” consisting of at least one (1) vice president or equivalent from each Party and an equal number of members. The Executive Steering Committee shall provide general oversight of the terms and conditions of this Agreement and shall work in good faith to resolve any Disputes that cannot be resolved by the Operating Committee in accordance with Section 28 below. Additionally, the Executive Steering Committee shall discuss new business development opportunities with respect to telematics services.
Executive Steering Committee. The Parties shall form a steering committee to facilitate communications between them (the “Executive Steering Committee”). The members, activities and responsibilities of the Executive Steering Committee are set forth in Schedule S (Governance).
Executive Steering Committee. (a) Establishment. Within 30 days following the Effective Date, MannKind and United Therapeutics shall establish an Executive Steering Committee (the “ESC”) to oversee the activities of the Parties under this Agreement.
Executive Steering Committee. (a) Within thirty (30) days of the Effective Date, the Parties will establish an Executive Steering Committee to oversee and manage the manufacture of Bulk Drug at the Lonza Facility. The Executive Steering Committee will be composed of two representatives appointed by each of Lonza and Genentech. All such representatives will be senior officers of Genentech or Lonza. Either Party may replace any or all of its representatives at any time upon prior written notice to the other Party. The Executive Steering Committee will meet at least once each calendar quarter, or more frequently, as agreed by the Executive Steering Committee, and will operate by unanimous decision, except as expressly set forth herein. If the Executive Steering Committee is unable to resolve a dispute regarding any issue presented to it, such dispute shall be resolved in accordance with Article 22 below.
(b) The Executive Steering Committee shall perform the following functions:
(i) determine the overall strategy for the manufacture of Bulk Drug at the Lonza Facility in the manner contemplated by this Agreement, including without limitation, overseeing and monitoring the transfer and implementation of the Manufacturing Process, and the manufacture of Bulk Drug, at the Lonza Facility;
(ii) establish a governance structure for the collaboration including overseeing the establishment and organization of one or more operating committees, or other structure to implement this Agreement. The establishment of certain operating committees is provided for in Sections 3.1.2 and 3.1.3 of this Agreement. Each operating committee contemplated by this Agreement shall be subordinate to the Executive Steering Committee. If any operating committee contemplated by this Agreement is not constituted or continued, any reference to such committee in this Agreement shall be deemed to be a reference to the Executive Steering Committee or such other committees or structures to which the Executive Steering Committee may delegate responsibility;
(iii) settle disputes or disagreements that are unresolved by an operating committee unless otherwise indicated in this Agreement; and
(iv) perform such other functions as appropriate to further the purposes of this Agreement as determined by the Parties.
Executive Steering Committee. The Executive Officers of the Parties shall meet once a year to discuss strategic issues and other issues that either Party deems important to maintain a successful development and commercial collaboration.
Executive Steering Committee. 5.1 As soon as reasonably practicable following the Commencement Date an Executive Steering Committee will be established by the parties to focus primarily on global relationship issues. It is agreed that the Executive Steering Committee should not be involved in day-to-day issues. The Executive Steering Committee will be comprised as follows: For BPA:
5.1.1 the Executive Steering Committee shall be chaired by a BPA Group representative;
5.1.2 one Global Project Leader from BPA (who will also be a member of the Global Governance Panel);
5.1.3 four business stream representatives; and