Investors Committee Sample Clauses

Investors Committee. The Investors agree that the principal governing body of their investment in the Group will be a committee of representatives of the Investors (the “Investors Committee”), to the fullest extent permitted by law, recognizing that the Investors Committee is a creation of contract and not of corporate law. The executive officers of the various members of the Group shall, in addition to their other duties, report to the Investors Committee if so requested. Each Investor shall take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors Committee, on each Board and on any committee thereof and on the board or any similar governing body of each Subsidiary of Holdco (each, a “Subsidiary Board”) to take, any and all action within its power to effectuate any decision taken by the Investors Committee in respect of any matter contemplated by this Agreement to be subject to the approval of the Investors Committee or reasonably related to the investment of the Investors in the Shares and PECs, and an Investor shall not take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors Committee, on each Board and on any committee thereof and on each Subsidiary Board not to take, any action that would contravene any decision taken by the Investors Committee. Each Investor agrees that, unless and until any matter that requires the prior approval of the Investors as set forth in Section 5.11 or elsewhere in this Agreement has been considered and either approved or rejected by the Investors Committee or if any other matter otherwise is considered and either approved or rejected by the Investors Committee, it shall take any and all actions to the extent such actions are within its power and control in its capacity as an investor in Holdco, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors Committee, on each Board and on any committee thereof and on each Subsidiary Board to take any and all action within the power of such Person (i) to procure that such matter shall not be placed on the agenda of any meeting of a Board or any committee thereof or any Subsidiary Board or by any shareholders and that consideration of such matter at any meeting of a Board or committee thereof or any Subsidiary Board or by any shareholders otherwise shall be delayed and (ii) in any event, to refrain from voting on such matter (whether for or agai...
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Investors Committee. (a) The parties hereto (other than the El Toro Partners, whose agreement is not required) have formed a committee comprised of the individuals set forth on Section 9.12 of the Newhall Disclosure Schedule (the “Investors Committee”). A member of the Investors Committee may only be removed by unanimous consent of the parties hereto (other than the El Toro Partners). If any member of the Investors Committee resigns (which any member may do at any time by written notice to the Company), becomes incapacitated or dies, then the party or parties hereto with which such member of the Investors Committee is affiliated may appoint an individual as a replacement member to the Investors Committee. (b) The parties hereto (other than the El Toro Partners, whose agreement is not required) hereby authorize the Investors Committee, acting by majority vote, to approve: (i) pursuant to Section 3.02, if the Closing does not occur on May 2, 2016, an extension of the date for effecting the Closing to a date that is more than five (5) Business Days after the satisfaction or waiver of all of the conditions in Section 3.01 (other than conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), provided that the Closing must occur prior to the Outside Date; (ii) any material change to the compensation arrangements for the senior management of the Company from the compensation arrangements for the senior management of FPH that were previously approved by the Investors Committee (provided that Xx. Xxxxxx shall not participate in any decision relating to changes to his own compensation arrangements); (iii) pursuant to Section 9.04, any press release or other public statement relating to the transactions contemplated hereby; (iv) pursuant to Section 9.05(g), any party’s agreement, as part of a voluntary settlement of any tax-related claim by any Governmental Authority, to treat the transactions that are the subject of this Agreement other than as described herein; and (v) any increase in the Cost Sharing Cap. (c) The parties hereto (other than the El Toro Partners, whose agreement is not required) also authorize the Investors Committee, acting with the approval of four (4) out of the five (5) Investors Committee members, to: (i) consent to certain actions pursuant to Section 9.01; (ii) terminate this Agreement on behalf of all of the parties hereto; (iii) approve the terms of any indebtedness incurred by the Company a...
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Investors Committee. The Investors Committee shall consist of the following individuals: (i) two persons designated by Wallxx-Xxxxxx, xxo initially shall be Willxxx X. Xxxxxx xxx Richxxx X. Xxxxxxxxx; (ii) one person designated by Blue Chip XX, xxo shall initially be John X. Xxxxx; (iii) one person designated by Mesirow Capital Partners VII, who shall initially be Willxxx X. Xxxxxx, Xx.; xxd (iv) one person designated by Weisx, Xxck & Xreex, X.L.C., who shall intially be Kennxxx X. Xxxxx; xrovided, however, that a Stockholder shall lose the right to designate a member of the Investors Committee, and any member designated by it then serving on the Investors Committee shall
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Investors Committee 
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Related to Investors Committee

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Management Committee 6.1 There shall be constituted a committee to be called the Management Committee with functions as stated herein below. 6.2 Government shall nominate two (2) members representing Government in the Management Committee, whereas each Company constituting the Contractor shall nominate one (1) member each to represent Company in the Management Committee provided that in case the Contractor constitutes only one Company, that Company shall have two (2) members. The Parties shall nominate the members to the Management Committee within thirty (30) days of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence and on behalf of the members nominated under Article 6.2 and may, at any time, nominate another member or alternate member to replace any member nominated earlier by notice to other members of the Management Committee. 6.4 One representative of the Government shall be designated as the Chairman of the Management Committee and the second representative of the Government shall be designated as the Deputy Chairman. The member of the Operator, or the member designated by the Operator where Operator has two (2) members in the Management Committee shall be designated as the Secretary of the Committee. 6.5 Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of a single Party constituting the Contractor, then that Party shall submit following matters to the Management Committee for review and it shall have advisory functions: (a) the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications thereto; (b) annual work progress and costs incurred thereon; (c) proposals for surrender or relinquishment of any part of the Contract Area by the Contractor; (d) proposals for an Appraisal Programme or revisions or additions thereto and the declaration of a Discovery as a Commercial Discovery; (e) any other matter required by the terms of this Contract to be submitted to it for review or advice; and (f) any other matter which the Contractor decides to submit for review or advice including matters concerning inter-Party relationships. 6.6 The following matters shall be submitted by Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of single Party constituting the Contractor, then by that Party to the Management Committee for approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Investment Committee The board of directors of the insurance company shall appoint an investment committee of the investment manager as the investment committee of the insurance company. The investment committee shall meet at least once each quarter to review the investments and loans of the insurance company.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Members expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets. (b) If the Advisory Board determines that any member of the Advisory Boards interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise. (c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Members instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates. (d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

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