Common use of Nominating Committee Clause in Contracts

Nominating Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect two or more directors to constitute a Nominating Committee and appoint one of the directors so designated as the chairman of the Nominating Committee. Membership on the Nominating Committee shall be restricted to Independent Directors (as defined in Section 4.B.1 of Article IV of the Certificate of Incorporation). Vacancies in the Nominating Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Nominating Committee shall hold office until such Nominating Committee member's successor has been duly elected and qualified, or until such Nominating Committee member's resignation or removal from the Nominating Committee by the Board of Directors, or until such Nominating Committee member otherwise ceases to be a director. Any member of the Nominating Committee may be removed from the Nominating Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Nominating Committee shall be established by resolution of the Board of Directors. (b) The Nominating Committee shall be responsible for: recommending to the Board of Directors a slate of directors to be presented for election by stockholders at each annual meeting of the stockholders of the Corporation and any other duties or functions deemed appropriate by the Board of Directors. The Nominating Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. (c) All actions of the Nominating Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Nominating Committee shall at all times be open to the inspection of any director. (d) The Nominating Committee shall meet at the call of its chairman or of any two members of the Nominating Committee (or if there shall be only one other member, then at the call of that member). A majority of the Nominating Committee shall constitute a quorum for the transaction of business (or if there shall be only two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall be the act of the Nominating Committee.

Nominating Committee. Until the earlier of (ai) The Board of Directors at three years from the annual or any regular or special meeting closing of the directors shallMerger, by resolution adopted by (ii) a Termination Event, (iii) the date that the current Chief Executive Officer of the Company ceases to serve in that capacity or (iv) a Bona Fide Third Party commences a public solicitation of proxies pursuant to the Exchange Act seeking to replace a majority of the whole Board or otherwise seeks at a meeting of Directorsthe stockholders to replace a majority of the Board, designate no member of the Board or candidate for the Board (except those designated or elected, as the case may be, by the Stockholders or holders of Preferred Stock in accordance with the terms of this Agreement or the Certificate of Designations) shall be proposed, nominated or elected except in accordance with the following procedures. There shall be a nominating committee of the Board composed of three directors, of whom (i) one member shall be the current Chief Executive Officer of the Company, (ii) one member shall be a person who either (A) was serving as a director on the date of the Merger or (B) was nominated for such committee and elect two or more directors to constitute a Nominating Committee and appoint one approved by the vote of the majority of the directors so who are directors referred to in clause (A) above or this clause (B), and (iii) one member shall be a person who was designated or elected, as the chairman case may be, by the Stockholders in accordance with the terms of the Nominating Committee. Membership on the Nominating Committee shall be restricted to Independent Directors (as defined in Section 4.B.1 of Article IV of this Agreement or the Certificate of IncorporationDesignations. No member of the Board or candidate for the Board shall be proposed, nominated or elected (including filling any vacancy on the Board) (except those designated or elected, as the case may be, by the Stockholders or holders of Preferred Stock in accordance with the terms of this Agreement or the Certificate of Designations). Vacancies , unless first approved by a majority vote of such nominating committee (which vote, in the Nominating Committee case of any person who is not a director at the time of the Merger, shall include the vote (not to be unreasonably withheld) of the member of such committee who is a director elected by the Stockholders in accordance with the terms of this Agreement and the Certificate of Designations) and thereafter approved by a majority vote of the entire Board. At the time of any such Board vote, at least two of the members of the Board (not including any members of the Board designated or elected, as the case may be, by the Stockholders or the holders of Preferred Stock in accordance with the terms of this Agreement or the Certificate of Designations) shall qualify as independent directors for purposes of the applicable rules of the principal securities exchange on which the Company's Common Stock is then listed. The Stockholders agree to vote, or cause to be filled voted, any voting securities of the Company beneficially owned by them for the election of all members of the Board of Directors at any meeting thereof. Each member of the Nominating Committee shall hold office until such Nominating Committee member's successor has been duly elected and qualified, or until such Nominating Committee member's resignation or removal from the Nominating Committee by the Board of Directors, or until such Nominating Committee member otherwise ceases to be a director. Any member of the Nominating Committee may be removed from the Nominating Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Nominating Committee shall be established by resolution of the Board of Directors. (b) The Nominating Committee shall be responsible for: recommending to candidates for the Board of Directors a slate nominated as provided in this Section 4, and not for any other person (except those designated by the Stockholders in accordance with the terms of directors this Agreement); provided that if the Stockholders are prohibited from agreeing to so vote by the applicable rules of the principal securities exchange on which the Company's Common Stock is then listed, then the Stockholders agree not to vote, or cause to be presented for election voted, any such securities against any members or candidates so nominated and if such agreement as so modified is also prohibited by stockholders at each annual meeting of such rules, then the stockholders of Stockholders agree to be subject to such agreement with respect to the Corporation and any other duties or functions deemed appropriate foregoing matters, to the extent not prohibited by the Board rules of Directorssuch securities exchange, as shall most closely achieve the purposes and effects of this Section 4(c). The Nominating Committee shall have For purposes of this Section 4(c), the powers equity interests of a Stockholder and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. (c) All actions of the Nominating Committee its Affiliates shall be reported aggregated. Except as set forth in Section 4(c) with respect to the Board election of Directors at certain directors, the next meeting parties hereto acknowledge that each Stockholder is free to vote its shares of Preferred Stock or Common Stock into which such Preferred Stock is converted as it desires (subject to any agreements among the Board of Directors. The minute books of the Nominating Committee shall at all times be open to the inspection of any directorStockholders). (d) The Nominating Committee shall meet at the call of its chairman or of any two members of the Nominating Committee (or if there shall be only one other member, then at the call of that member). A majority of the Nominating Committee shall constitute a quorum for the transaction of business (or if there shall be only two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall be the act of the Nominating Committee.

Nominating Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect two or more directors to constitute There shall be a Nominating Committee which shall consist of 13 persons appointed by the Governor and appoint one the Attorney General of the directors so designated as State of Missouri, acting jointly, in consultation with representatives of the chairman American Association of Retired Persons (Missouri Chapter), the League of Women Voters of Missouri, the Missouri Association for Social Welfare, the Missouri Consumer Health Care WATCH Coalition, and the Reform Organization of Welfare. Following the appointment of the Nominating Committee. Membership on , the Nominating Committee shall members thereof shall, with all deliberate speed, produce a slate of 35 persons, each of whom must be restricted qualified to Independent serve as Directors (as defined in Section 4.B.1 of Article IV of the Certificate Corporation under Section 4.2.4 and none of Incorporation). Vacancies in the Nominating Committee whom may be filled by the Board of Directors at any meeting thereof. Each member of the Nominating Committee shall hold office until such Nominating Committee member's successor has been duly elected and qualified, or until such Nominating Committee member's resignation or removal from the Nominating Committee by the Board of Directors, or until such Nominating Committee member otherwise ceases to be a director. Any member of the Nominating Committee may be removed from the Nominating Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Nominating Committee Committee, which slate shall be established delivered to both the Governor and the Attorney General. Names rejected by resolution either the Governor or the Attorney General due to a conflict of interest or as unqualified to serve under Section 4.2.4 shall be replaced on the Board of Directors. (b) The slate by the Nominating Committee shall be responsible for: recommending to the Board of Directors a slate of directors to be presented for election by stockholders at each annual meeting of the stockholders of the Corporation and any other duties or functions deemed appropriate by the Board of Directorswith new, qualified nominees. The Nominating Committee shall elect from its members a Chairperson, and the Committee shall act by majority vote. The Committee is authorized to take such actions and engage the services of such professionals as it deems reasonable and necessary to accomplish its nominating mission. Expenses of the Committee are to be reported to the Attorney General and the Director of the Department of Insurance for their review and submission to Blue Cross and Blue Shield of Missouri for payment. Unnecessary or unreasonable expenses, in the view of the Director of the Department of Insurance and the Attorney General, and all expenses which exceed an overall cap of $50,000, will not be submitted for payment. Once the initial 15 Directors have the powers been appointed and rights necessary or desirable to fulfill these responsibilitieshave taken office, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. (c) All actions of the Nominating Committee shall be reported to dissolve and its members shall become the Board of Directors at the next meeting of the Board of Directors. The minute books of the Nominating Committee shall at all times be open to the inspection of any director. (d) The Nominating Committee shall meet at the call of its chairman or of any two initial members of the Nominating Committee (or if there Community Advisory Committee. d. The former Section 5.1.5 shall be only one other member, then at deleted in its entirety and replaced with the call of that member). A majority of the Nominating Committee shall constitute a quorum for the transaction of business (or if there shall be only two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall be the act of the Nominating Committee.following redesignated as Section 5.1.6:

Nominating Committee. Until the earlier of (ai) The Board of Directors at three years from the annual or any regular or special meeting closing of the directors shallMerger, by resolution adopted by (ii) a Termination Event, (iii) the date that the current Chief Executive Officer of the Company ceases to serve in that capacity or (iv) a Bona Fide Third Party commences a public solicitation of proxies pursuant to the Exchange Act seeking to replace a majority of the whole Board or otherwise seeks at a meeting of Directorsthe stockholders to replace a majority of the Board, designate no member of the Board or candidate for the Board (except those designated or elected, as the case may be, by the Stockholders or holders of Preferred Stock in accordance with the terms of this Agreement or the Certificate of Designations) shall be proposed, nominated or elected except in accordance with the following procedures. There shall be a nominating committee of the Board composed of three directors, of whom (i) one member shall be the current Chief Executive Officer of the Company, (ii) one member shall be a person who either (A) was serving as a director on the date of the Merger or (B) was nominated for such committee and elect two or more directors to constitute a Nominating Committee and appoint one approved by the vote of the majority of the directors so who are directors referred to in clause (A) above or this clause (B), and (iii) one member shall be a person who was designated or elected, as the chairman case may be, by the Stockholders in accordance with the terms of the Nominating Committee. Membership on the Nominating Committee shall be restricted to Independent Directors (as defined in Section 4.B.1 of Article IV of this Agreement or the Certificate of IncorporationDesignations. No member of the Board or candidate for the Board shall be proposed, nominated or elected (including filling any vacancy on the Board) (except those designated or elected, as the case may be, by the Stockholders or holders of Preferred Stock in accordance with the terms of this Agreement or the Certificate of Designations). Vacancies , unless first approved by a majority vote of such nominating committee (which vote, in the Nominating Committee case of any person who is not a director at the time of the Merger, shall include the vote (not to be unreasonably withheld) of the member of such committee who is a director elected by the Stockholders in accordance with the terms of this Agreement and the Certificate of Designations) and thereafter approved by a majority vote of the entire Board. At the time of any such Board vote, at least two of the members of the Board (not including any members of the Board designated or elected, as the case may be, by the Stockholders or the holders of Preferred Stock in accordance with the terms of this Agreement or the Certificate of Designations) shall qualify as independent directors for purposes of the applicable rules of the principal securities exchange on which the Company's Common Stock is then listed. The Stockholders agree to vote, or cause to be filled voted, any voting securities of the Company beneficially owned by them for the election of all members of the Board of Directors at any meeting thereof. Each member of the Nominating Committee shall hold office until such Nominating Committee member's successor has been duly elected and qualified, or until such Nominating Committee member's resignation or removal from the Nominating Committee by the Board of Directors, or until such Nominating Committee member otherwise ceases to be a director. Any member of the Nominating Committee may be removed from the Nominating Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Nominating Committee shall be established by resolution of the Board of Directors. (b) The Nominating Committee shall be responsible for: recommending to candidates for the Board of Directors a slate nominated as provided in this Section 4, and not for any other person (except those designated by the Stockholders in accordance with the terms of directors this Agreement); PROVIDED that if the Stockholders are prohibited from agreeing to so vote by the applicable rules of the principal securities exchange on which the Company's Common Stock is then listed, then the Stockholders agree not to vote, or cause to be presented for election voted, any such securities against any members or candidates so nominated and if such agreement as so modified is also prohibited by stockholders at each annual meeting of such rules, then the stockholders of Stockholders agree to be subject to such agreement with respect to the Corporation and any other duties or functions deemed appropriate foregoing matters, to the extent not prohibited by the Board rules of Directorssuch securities exchange, as shall most closely achieve the purposes and effects of this Section 4(c). The Nominating Committee shall have For purposes of this Section 4(c), the powers equity interests of a Stockholder and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. (c) All actions of the Nominating Committee its Affiliates shall be reported aggregated. Except as set forth in Section 4(c) with respect to the Board election of Directors at certain directors, the next meeting parties hereto acknowledge that each Stockholder is free to vote its shares of Preferred Stock or Common Stock into which such Preferred Stock is converted as it desires (subject to any agreements among the Board of Directors. The minute books of the Nominating Committee shall at all times be open to the inspection of any directorStockholders). (d) The Nominating Committee shall meet at the call of its chairman or of any two members of the Nominating Committee (or if there shall be only one other member, then at the call of that member). A majority of the Nominating Committee shall constitute a quorum for the transaction of business (or if there shall be only two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall be the act of the Nominating Committee.

Nominating Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect two or more directors to constitute There shall be a Nominating Committee which shall consist of 13 persons appointed by the Governor and appoint one the Attorney General of the directors so designated as Sate of Missouri, acting jointly, in consultation with representatives of the chairman American Association of Retired Persons (Missouri Chapter), the League of Women Voters of Missouri, the Missouri Association for Social Welfare, the Missouri Consumer Health Care WATCH Coalition, and the Reform Organization of Welfare. Following the appointment of the Nominating Committee. Membership on , the Nominating Committee shall members thereof shall, with all deliberate speed, produce a slate of 35 persons, each of whom must be restricted qualified to Independent serve as Directors (as defined in Section 4.B.1 of Article IV of the Certificate Corporation under Section 4.2.4 and none of Incorporation). Vacancies in the Nominating Committee whom may be filled by the Board of Directors at any meeting thereof. Each member of the Nominating Committee shall hold office until such Nominating Committee member's successor has been duly elected and qualified, or until such Nominating Committee member's resignation or removal from the Nominating Committee by the Board of Directors, or until such Nominating Committee member otherwise ceases to be a director. Any member of the Nominating Committee may be removed from the Nominating Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Nominating Committee Committee, which slate shall be established delivered to both the Governor and the Attorney General. Names rejected by resolution either the Governor or the Attorney General due to conflict of interest or as unqualified to serve under Section 4.2.4 shall be replaced on the Board of Directors. (b) The slate by the Nominating Committee shall be responsible for: recommending to the Board of Directors a slate of directors to be presented for election by stockholders at each annual meeting of the stockholders of the Corporation and any other duties or functions deemed appropriate by the Board of Directorswith new, qualified nominees. The Nominating Committee shall elect from its members a Chairperson, and the Committee shall act by majority vote. The Committee is authorized to take such actions and engage the services of such professionals as it deems reasonable and necessary to accomplish its nominating mission. Expenses of the Committee are to be reported to the Attorney General and the Director of the Department of Insurance for their review and submission to Blue Cross and Blue Shield of Missouri for payment. Unnecessary or unreasonable expenses, in the view of the Director of the Department of Insurance and the Attorney General, and all expenses which exceed an overall cap of $50,000, will not be submitted for payment. Once the initial 15 Directors have the powers been appointed and rights necessary or desirable to fulfill these responsibilitieshave taken office, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. (c) All actions of the Nominating Committee shall be reported to dissolve and its members shall become the Board of Directors at the next meeting of the Board of Directors. The minute books of the Nominating Committee shall at all times be open to the inspection of any director. (d) The Nominating Committee shall meet at the call of its chairman or of any two initial members of the Nominating Committee (or if there shall be only one other member, then at the call of that member). A majority of the Nominating Committee shall constitute a quorum for the transaction of business (or if there shall be only two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall be the act of the Nominating Community Advisory Committee.