Limitations on Committee Authority. None of the Executive Committee, the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Corporate Social Responsibility Committee or any such other Committee shall have the power or authority:
(i) to approve, adopt or recommend to the stockholders, any action or matter expressly required by applicable law, the Certificate of Incorporation or the rules of any exchange on which the shares of the Corporation are traded, to be submitted to stockholders for approval; or
(ii) to adopt, amend or repeal the By-Laws of the Corporation. The Executive Committee shall have, and any such other Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.
Limitations on Committee Authority. The Committee will have only the powers expressly delegated to it in this Section 3 and will have no authority to: (a) amend, modify, or waive compliance with this Agreement; or (b) act on behalf of either Party in relation to any Third Party. Each Party will retain the rights, powers, and discretion granted to it under this Agreement, and no such rights, powers, or discretion will be delegated to or vested in the Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties otherwise expressly agree in writing.
Limitations on Committee Authority. In addition to such other limitations as may be set forth in a charter of a committee, these Bylaws, and the Delaware General Corporation Law, no committee of the Board shall have the power or authority in reference to the following matters:
Limitations on Committee Authority
