Formation of Compensation Committee Sample Clauses

Formation of Compensation Committee. Within 45 calendar days after the Closing Date, NBG shall form a standing compensation committee comprised of independent third party members of NBG's Board of Directors, which shall perform such duties that are designated by NBG, provided that, such duties shall include, without limitation, the annual verification of the accuracy of EBITDA as said term is defined in the employment agreements of each of Jxxx X. Xxxxxx, III, and Dxxx X. Xxxxxx existing as of the Closing Date, such verification to occur at the end of each fiscal year.
Sample 1
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Formation of Compensation Committee. 35 4.20.5 Substitution of Assignment of Life Insurance Policies..35 4.20.6 Opinions of California and Nevada Counsel..............36 4.20.7 Stock Certificates.....................................36 ARTICLE 5: NEGATIVE COVENANTS.............................................32 5.1. Capital Expenditures/Affiliate Station Expenses................32 5.2. Additional Indebtedness........................................32 5.3. Guaranties.....................................................33 5.4. Loans..........................................................33 5.5. Liens and Encumbrances; Negative Pledge........................33 5.6. Transfer of Assets.............................................35 5.7. Acquisitions and Investments...................................35 5.8. New Ventures; Mergers..........................................36 5.9. Transactions with Affiliates...................................36 5.10. Distributions or Dividends.....................................37 5.11. Payment of Subordinated Indebtedness...........................37 5.12. Payment of Management Fees and Other Compensation..............37 5.13. Issuance of Additional Equity..................................37 5.14. Removal of Assets..............................................37 5.15. Modifications to Organic Documents.............................38 5.16. Terms of and Modifications to Material Relationships...........38 5.17. Margin Stock Restrictions; Other Federal Statutes..............38 5.18. Radio Station Obligations......................................38 ARTICLE 6: ADDITIONAL COLLATERAL AND RIGHT OF SET OFF.....................39
Sample 1
Formation of Compensation Committee. 35 4.20.5 Substitution of Assignment of Life Insurance Policies..............35 4.20.6 Opinions of California and Nevada Counsel..........................36 4.20.7 Stock Certificates.................................................36. ARTICLE 5: NEGATIVE COVENANTS..........................................................32 5.1. Capital Expenditures/Affiliate Station Expenses..............................32 5.2. Additional Indebtedness......................................................32 5.3. Guaranties...................................................................33
Sample 1
Formation of Compensation Committee. As soon as practicable after execution of this Agreement, the Board of Directors shall establish a Compensation Committee consisting of one Common Director (who, unless such person is not serving as a director, shall be the President or Chief Executive Officer of the Corporation)
Sample 1
Formation of Compensation Committee. As soon as practicable after execution of this Agreement, the Board of Directors shall establish a Compensation Committee consisting of two BMP Directors and one SCP Director. The Compensation Committee shall be responsible for making recommendations to the full Board of Directors for approving all management compensation, employee benefit plans and stock option grants. The Board of Directors shall have the power to accept or reject any recommendation of the Compensation Committee, but shall not approve an employee’s compensation in amounts that differ from the amounts recommended by the Compensation Committee.
Sample 1

Related to Formation of Compensation Committee

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Compensation of Consultant The Company hereby agrees to compensate Consultant $1,000 per month payable on the first business day of the month.

  • Post-Closing Board of Directors and Executive Officers (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

  • Transition Committee Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members designated by Baxter and Baxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Baxter and Baxalta (in a total number determined from time to time by the Parties). The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of an equal number of members representing each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such committee any of the powers of the Transition Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.14, and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by Baxter and at least one member of the Transition Committee designated by Baxalta. The Parties shall utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

  • Fees and Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Annual Incentive Compensation (a) The Executive shall be eligible to receive annual bonus compensation, if any, as may be determined by, and based on performance measures established by, the Board of Directors upon the recommendation of the Compensation Committee of the Board of Directors (the “Committee”) consistent with the Employer’s strategic planning process and in consultation with the Executive, pursuant to any incentive compensation program as may be adopted from time to time by the Board of Directors, based on recommendations by the Committee (an “Annual Bonus”).

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