Officers; Committees. The Company may have such officers as are appointed from time to time by the Board. Without limiting the generality of the foregoing, the Company may have a Chairperson, a President, a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents and a Secretary, each of whom shall, unless otherwise directed by the Board, have the powers normally associated with such officers of a Colorado corporation. Any number of offices may be held by the same person, as the Board may determine. Unless otherwise provided in the appointment of any officer, each officer shall be chosen for a term which shall continue until such officer's successor shall have been chosen and qualified or such officer's earlier resignation or removal by the Board. The Company shall have such committees as are created from time to time by the Board; provided, however, that the Manager is included on each committee.
Officers; Committees. (a) The Board may appoint individuals as officers of the Company (the “Officers”) as it deems necessary or desirable to carry on the business of the Company and the Board may delegate to such Officers such powers and authorities as the Board deems advisable. Unless the Board decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. No Officer need be a Member or Director. Any individual may hold two or more offices of the Company. Each Officer shall hold office until his or her successor is designated by the Board or until his or her earlier death, resignation or removal. Any Officer may resign at any time on written notice to the Board. Any Officer may be removed by the Board with or without cause at any time. A vacancy in any office occurring because of death, resignation, removal or otherwise, may, but need not, be filled by the Board.
(b) The Board may from time to time delegate authority to one or more standing committees, each of which shall be comprised of one or more individuals who may or may not be Directors. Any such committee shall have and may exercise the authority of the Board to the extent such authority is expressly delegated by the Board to such committee.
(c) Within thirty (30) days after the Effective Date, the Board shall establish a “Steering Committee” consisting of an equal number of qualified representatives of each Party. The operation and authority of the Steering Committee shall be determined by the Board. A Party may change or replace its representatives on the Steering Committee as it deems appropriate, by notice to the other Party. Each Party will designate one of its members of the Steering Committee as co-chairperson. The co-chairperson appointed by each Party shall be empowered to bind such Party to decisions of the Steering Committee to the extent such decisions are within the authority granted the Steering Committee by the Board.
Officers; Committees. (a) The Board may appoint certain agents of the Company to be referred to as “officers” of the Company (and “Officers” in this Agreement) and designate such titles (such as Chief Executive Officer, President, Vice-President, Secretary and Treasurer) as are customary for corporations under Delaware Law, and such Officers shall have the power, authority and duties described by resolution of the Board or as are customary for each such position. In addition to or in lieu of Officers, the Board may authorize any person to take any action or perform any duties on behalf of the Company (including any action or duty reserved to any particular Officer) and any such person may be referred to as an “authorized person.” An employee or other agent of the Company shall not be an authorized person unless specifically appointed as such by the Board. The Board may form such committees and delegate any responsibilities to such committees as it determines; provided, however, that any such committee shall have at least one Class B Designee as a member and that the Class C Designee shall have the right to be a member of such committee if the Class C Designee elects.
(b) Notwithstanding anything contained herein (including Section 8.2 and (a) above) and applicable law, with respect to any action of the Board to appoint a Chief Executive Officer, President, Chief Operating Officer, or Chief Financial Officer of the Company (each an “Executive Officer”), a majority of the Class B Designees and/or the Class C Designees, voting separately as a Class, shall have the right to reject up to an aggregate of two appointments of any Executive Officer. (For clarification, the two rejections could be made solely by either the Class B Designees or the Class C Designee, or one rejection could be made by the Class B Designees and one rejection could be made by the Class C Designee.) R. Section 8.5(g). A new Section 8.5(g) shall be added to the Agreement as follows:
Officers; Committees. (a) At or prior to the First Closing, Equitable shall cause one person nominated by the Investor to be appointed to each standing officers' committee of Equitable, the Company and EVLICO (collectively, the "Officers' Committees") designated by the Investor. To the knowledge of the Company and Equitable, Exhibit A is a true and complete list of each such officers' Committee that is in existence on the date hereof and that held any meetings in the last twelve months. Except as otherwise provided by Section 6.2(b), the Investor shall after the First Closing be entitled to so nominate one person to each Officers' Committee.
(b) From and after the Second Closing, the Investor shall be entitled from time to time to nominate that number of members of each of the Officers' Committees (rounded to the next higher whole number (with respect to each such Officers' Committee, the "OCP Number")) as shall be determined for each such Officers' Committee by multiplying the number of members constituting the entire officers' Committee by the Investor Percentage. In the event the OCP Number with respect to any such Officers' Committee at any time exceeds the number of nominees of the Investor serving on such Officers' Committee, the Investor shall be entitled to nominate a number of additional persons to serve as members of such Officers' Committee such that, after such additional persons become members of such Officers' Committee, the number of Investor nominees then serving on such Officers' Committee shall equal the OCP Number, calculated as of such time. Equitable and the Company will cause such additional persons so nominated by the Investor to be elected or appointed to such Officers' Committee as soon as practicable. If at the time definitive proxy materials for any annual meeting of the stockholders of the Company are mailed to stockholders, such OCP Number is less than the number of nominees of the Investor then serving on any such Officers' Committee, and such OCP Number has been less than such number of nominees for the preceding 30 days or longer, the Investor shall cause a number of such nominees to resign from such officers' Committee effective as of such annual meeting such that such OCP Number shall thereafter equal the number of such nominees serving on such Officers' Committee; PROVIDED that if, as the result of an issuance of Voting Securities within the 120-day period preceding the mailing of such proxy materials, the OCP Number at the time of such mailin...
Officers; Committees. Subject to the approval of the Board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairmanships, vice chairmanships and secretaryships and such duties and powers as the Chairperson may, from time to time, designate and prescribe. The Board or the Chairperson may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.
Officers; Committees. The Board may, but is not required to, establish officers of the Company and prescribe the duties of such officers. The officers of the Company shall be chosen by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service in a manner determined by the Board, or until their respective successors shall be elected. The Board may, but is not required to, establish such teams or committees composed of representatives from the Members or otherwise and delegate to such teams or committees such authority, duties and responsibilities as it deems appropriate. To assist the Board in managing the Company, the Board shall establish an Operating Committee and a Scientific Committee composed of individuals who shall serve for one (1) year terms each, subject to reappointment by the Board. The Operating Committee shall perform such functions as directed by the Board. The Board shall prescribe the duties, responsibilities, operating procedures and deadlines for each such Committee.
Officers; Committees. The Board may appoint certain agents of the Company to be referred to as “officers” of the Company (and “Officers” in this Agreement) and designate such titles (such as Chief Executive Officer, President, Vice-President, Secretary and Treasurer) as are customary for corporations under Delaware Law, and such Officers shall have the power, authority and duties described by resolution of the Board or as are customary for each such position. In addition to or in lieu of Officers, the Board may authorize any person to take any action or perform any duties on behalf of the Company (including any action or duty reserved to any particular Officer) and any such person may be referred to as an “authorized person.” An employee or other agent of the Company shall not be an authorized person unless specifically appointed as such by the Board. The Board may form such committees and delegate any responsibilities to such committees as it determines, provided, however, that any such committee shall have at least one Class B Designee as a member.
Officers; Committees. The Manager may appoint officers of the Company in its sole discretion, which may include a president, one or more vice presidents, a treasurer or secretary and one or more assistant secretaries. Any number of offices may be held by the same Person. The Manager may choose such other officers and agents as they shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Manager. The powers of any officer shall not exceed those of the Manager and are expressly subject to all limitations on the Manager's power and authority set forth herein.
Officers; Committees. Subject to the approval of the Board of Directors, the Chairman of the Board of Directors may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairmanships, vice chairmanships and secretaryships and such duties and powers as the Chairman of the Board of Directors may, from time to time, designate and prescribe. The Board of Directors or the Chairman of the Board of Directors may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.
Officers; Committees
