Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings; meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings; notice); (iv) Section 3.9 (board action without a meeting); and (v) Section 7.13 (waiver of notice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However: (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; (ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and (iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.2, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 3 contracts
Samples: Merger Agreement (Trailblazer Merger Corp I), Business Combination Agreement (HH&L Acquisition Co.), Business Combination Agreement (ITHAX Acquisition Corp.)
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 3.7 (place Place of meetings; meetings Meetings and Meetings by telephoneTelephone);
(ii) Section 3.6 3.8 (regular meetingsRegular Meetings);
(iii) Section 3.7 3.9 (special meetings; noticeSpecial Meetings and Notice);
(iv) Section 3.9 3.11 (board action Board Action by Written Consent without a meetingMeeting); and
(v) Section 7.13 6.12 (waiver Waiver of noticeNotice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or by the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation Incorporation, the Stockholders Agreement or applicable law.
Appears in 2 contracts
Samples: Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/), Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 (waiver of notice), with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
(i) the time of regular meetings of committees may be determined either by resolution as set forth in the charter of the Board or by resolution of the applicable committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.2, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 2 contracts
Samples: Merger Agreement (CSLM Acquisition Corp.), Merger Agreement (BYTE Acquisition Corp.)
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 (waiver of notice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However; provided, however, that:
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Roth CH Acquisition II Co), Business Combination Agreement (Sandbridge Acquisition Corp)
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
: (ia) Section 3.5 (place Place of meetingsMeetings; meetings Meetings by telephoneTelephone);
; (iib) Section 3.6 (regular meetingsRegular Meetings);
; (iiic) Section 3.7 (special meetingsSpecial Meetings; noticeNotice);
; (ivd) Section 3.9 (board action Board Action without a meetingMeeting); and
and (ve) Section 7.13 (waiver Waiver of noticeNotice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
; provided, however, that: (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
; (ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
and (iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 7.14 (waiver of notice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However; provided, however, that:
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Samples: Business Combination Agreement (Golden Arrow Merger Corp.)
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 7.14 (waiver of notice), with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
(i) the time of regular meetings of committees may be determined either by resolution as set forth in the charter of the Board or by resolution of the applicable committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.2, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Samples: Business Combination Agreement (Insight Acquisition Corp. /DE)
Meetings and Actions of Committees. (a) Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place Place of meetingsMeetings; meetings Meetings by telephoneTelephone or Remote Communications);
(ii) Section 3.6 (regular meetingsRegular Meetings);
(iii) Section 3.7 (special meetingsSpecial Meetings; noticeNotice);
(iv) Section 3.9 (board action without Board Action Without a meetingMeeting); and
(v) Section 7.13 8.2 (waiver Waiver of noticeNotice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:.
(b) Notwithstanding the foregoing Section 4.3(a):
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 (waiver of notice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
(ivi) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(iivii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iiiviii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Samples: Business Combination Agreement (Priveterra Acquisition Corp.)
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place Place of meetingsMeetings; meetings Meetings by telephoneTelephone);
(ii) Section 3.6 (regular meetingsRegular Meetings);
(iii) Section 3.7 (special meetingsSpecial Meetings; noticeNotice);
(iv) Section 3.9 (board action without Board Action Without a meetingMeeting); and
(v) Section 7.13 (waiver Waiver of noticeNotice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However; provided, however, that:
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 (waiver of notice), with such changes in the context of those these bylaws as are necessary to substitute the committee and its members for the Board and its members. However; provided, however, that:
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Samples: Business Combination Agreement (Atlantic Coastal Acquisition Corp.)
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 (waiver of notice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However; provided, however, that:
(i) 1. the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(iivi) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iiivii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings and meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; meetings and notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 7.12 (waiver of notice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.24.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Samples: Merger Agreement (Conyers Park II Acquisition Corp.)
Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by telephone);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
(iv) Section 3.9 (board action without a meeting); and
(v) Section 7.13 7.14 (waiver of notice), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.2, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Appears in 1 contract
Samples: Business Combination Agreement (Switchback II Corp)