Independent Committee. The transactions contemplated hereby and by the Convertible Preferred Equity Offering have been approved by an independent committee of the Company’s board of directors that has been advised by independent counsel.
Independent Committee. In connection with the Administrative Services Agreement and certain actions as set forth in Section 6.1(b) and Section 6.2(a), each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its respective reasonable best efforts and take all such steps as may reasonably be within its respective powers so as to cause its respective appointed directors to appoint an Independent Committee of the Board consisting solely of Independent Directors (the “Independent Committee”). The Independent Committee shall have the full power and authority of the Board with respect to the review of any action to be taken by the Company in connection with (A) the Administrative Services Agreement to the extent and in accordance with the provisions therein, (B) the approval of any Replacement Funding on such terms as the Independent Committee may determine, which approval must occur within ninety (90) days of the date that the Company and Pinnacle become aware of the breach by Harbinger (or its Affiliates) of an obligation to fund a commitment under the Backstop Loan Agreement and (C) the approval of any Future Funding in accordance with Section 6.1(b)(i)(C) and Section 6.2(a). Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts to, and take all such steps as may reasonably be within its powers as to cause its respective directors to, (1) designate only Independent Directors to the Independent Committee, (2) not revoke or alter the authority given to the Independent Committee, (3) not override any decision made by the Independent Committee, (4) not terminate the appointment of, or change the membership of, the Independent Committee, and (5) not fill vacancies in the Independent Committee, except in the case of each of clauses (1) - (5), as provided herein or as otherwise may be agreed to in writing by the Company, Harbinger and Pinnacle. Without derogating from the power and authority granted hereby or by any resolution of the Board, the scope of any powers and authority of the Independent Committee in addition to those set forth above shall, subject to the Business Corporations Act (British Columbia) be set forth in a charter document to be mutually agreed upon by Harbinger and Pinnacle. Each of Harbinger and Pinnacle shall take all actions, and shall to the extent permitted by Applicable Law, cause its respective appointed directors to take all actions, necessary or appropriate to effectuate th...
Independent Committee. The terms of this Agreement shall be interpreted by the Independent Committee. The Independent Committee shall keep records of actions taken at its meetings. Two members of the Independent Committee shall constitute a quorum at any meeting, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Independent Committee, shall be the acts of the Independent Committee. When determining whether an Executive's employment may be terminated by the Company in a Termination for Cause or by the Executive in a Termination with Good Reason, the Independent Committee shall provide the Executive an opportunity to be heard on such issue, and shall render its decision in writing within 60 days of being presented with the question. Prior to the occurrence of a Change of Control, any action taken by the Independent Committee with respect to the interpretation of this Agreement shall be final, conclusive and binding.
Independent Committee. For as long as SunEdison Controls Terra, any action by Terra hereunder, including any termination or amendment of this Agreement, the exercise or waiver of any of Terra’s rights hereunder and the terms and conditions of any Project Agreement shall require the approval of the Independent Committee.
Independent Committee. (a) Following the Effective Date, A-C shall use reasonable efforts to identify and cause to be appointed to the Board of Directors of A-C one or more persons who are independent of the Shareholders and who shall be delegated authority to review and approve A-C's performance of its obligations and the enforcements of its rights hereunder, including the rights offering described in Section 7.7 (the "Independent Committee").
(b) The Independent Committee shall be authorized and empowered to (i) compromise on behalf of A-C with OilQuip and the Shareholders any claims asserted under this Agreement, and (ii) to take such further actions related to the rights and obligations of A-C set forth in this Article VII. For purposes hereof, a person shall be deemed to be an "independent director" if he or she (A) has never been an executive officer or employee of, or consultant to, Oil Quip or its subsidiaries and affiliates and does not serve as an executive officer or employee of, or consultant to, A-C, following the Effective Date, (B) is not a Shareholder, (C) is not a family member (i.e., parent, sibling, grandparent, mother-in-law, father-in-law, spouse, former spouse, child, stepchild, grandchild or any other blood or legal relative) of any executive officer or any employee or consultant described in clause (A) above or of any Shareholder, and (D) is free from any other relationship that, in the good faith opinion of the Board of Directors of A-C, would interfere with the exercise of independent judgment in carrying out the responsibilities of an independent director under this Section 7.12.
Independent Committee. All amendments or waivers of any provision of this Agreement by the Company and all decisions or determinations contemplated by this Agreement to be made by the Company shall be made by the Independent Committee and no amendment or waiver of any provision of this Agreement by the Company and no decision or determination contemplated by this Agreement to be made by the Company shall be made, or action taken, by the Company or the Board with respect to this Agreement without first obtaining the approval of the Independent Committee. The Independent Committee, and only the Independent Committee, may pursue any action or litigation with respect to breaches of this Agreement on behalf of the Company.
Independent Committee. For as long as SunEdison Controls Global LLC, any material action by Global LLC hereunder, including any termination or amendment of this Agreement, the exercise or waiver of any of Global LLC’s material rights hereunder and the material terms and conditions of any SPA shall require the prior approval of the Independent Committee.
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Independent Committee. In order to avoid any possible conflict of interest, the Company’s Board of Directors will appoint an independent committee, to be comprised of three (3) members, all of which shall be independent members, being two (2) independent directors of the Company and the other an independent external member, pursuant to the definition of the Novo Xxxxxxx rules (“Independent Committee”). For the avoidance of doubt, none of Sierra and/or its representatives (including the board members appointed by Xxxxxx) will be members of the Independent Committee or will participate in any decisions regarding the PDP Contribution. The meetings of the Independent Committee and its decisions must be properly documented. The Independent Committee shall be the sole responsible for, in addition to any other acts to the extent required by the applicable Law, (a) independently selecting and hiring the Valuation Company, (b) managing, coordinating and directly interacting with the Valuation Company, including gathering and providing all information as requested by the Valuation Company, (c) inform the Valuation Company of any FX Taxes incurred by the Company as a result of the PDP Contribution, and (d) supervising the work of the Valuation Company. For the avoidance of doubt, Sierra and/or its representatives (including the board members appointed by Xxxxxx) shall not interfere in the work of the Independent Committee and/or the Valuation Company.
Independent Committee. The review and approval of the Independent Committee shall be required as a condition to the completion of (a) any transaction between or among the Company and the Purchasers, and (ii) any Liquidation Event.
