Parent Committee Sample Clauses

Parent Committee. Prior to the Closing, the Board of Directors of Parent shall appoint a committee consisting of one or more of its then members to act on behalf of Parent to take all necessary actions and make all decisions pursuant to the Escrow Agreement regarding the Holdback Escrowed Shares and Parent’s right to indemnification pursuant to Article VIII hereof. In the event of a vacancy in such committee, the Board of Directors of Parent shall appoint as a successor a Person who was a director of Parent prior to the Closing Date or some other Person who would qualify as an “independent” director of Parent and who has not had any material relationship with the Company prior to the Closing. Such committee is intended to be the “Committee” referred to in Article VIII hereof and the Escrow Agreement.
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Parent Committee. Advisory and consultative body established by the proprietor Parties: The proprietor and the parent.
Parent Committee. BSO BOON has a parent committee. For more information, please visit our website.
Parent Committee. Prior to the Closing, the board of directors of Parent shall appoint a committee (the “Committee”) consisting of one or more of its then members to act on behalf of Parent to take all necessary actions and make all decisions pursuant to the Escrow Agreement on behalf of Parent in respect of Parent’s right to indemnification pursuant to ARTICLE IX hereof. In the event of a vacancy on the Committee, the board of directors of Parent or, after the consummation of the Merger, a majority of those Persons who served on Parent’s board of directors immediately prior to the Closing Date, shall appoint as a successor member of the Committee some other Person who would qualify as an “independent” director of Parent and who has not had any relationship with the Company prior to the Closing.
Parent Committee. Advisory and consultative body established by the proprietor consisting of a representation of parents whose children are cared for in the child centre. Parties: The proprietor and the parent. Proprietor: Natural or legal person that operates a child centre. Start Date: The date when the agreement takes effect. Written (In Writing): Written is also understood as ‘electronically’, unless the law opposes the
Parent Committee. All New Brunswick Early Learning Centre operators are required to establish and maintain a Parent Committee within the first year of operation. The New Brunswick Early Learning Centre Parent Committees provide parents, operators and educators an opportunity to build collaborative partnerships to enhance positive learning experi- ences for all children and families. The Parent Committee consists of parents/guardians or family members who have children attending the designated centre. The engagement of parents is an important component of the Designation Program as they have a primary role in ensuring the well-being and positive development of their children. The purpose of the committee is to extend and deepen the relationship between parents and centres, and to enhance the experience of each child by providing continuity between centre and family experiences. As a designated facility, an operator must commit to provide relevant data to the province under the Early Childhood Services Act. To enable this process, New Brunswick has created an online Operator Portal which is set up to facili- xxxx the exchange of information between designated facility operators and the province as part of the Child Care Registry. The data provided by the operator, such as enrollment and space availability, is used for the purposes of processing funding allocations to facilities by the province, providing parents with access to space availability and to inform public policy. New Brunswick has designed a digital tool to facilitate the public management of its early learning and child care system. The components of the Registry which are currently active are as follows: • An Operator Portal as a digital solution to facilitate the interactions between operators and government and used to manage funding to operators. Operators report monthly on the occupancy and vacancy of their spaces. This information is used to inform parents of availability of spaces. • A Parent Portal designed to support parents in accessing child care services that best meet their family needs. The portal is a search engine that provides information on all regulated services including inspection reports and space availability. Soon, parents will be able to enroll their child in a facility or be added to a wait list. • An Educator Portal is a tool where educators register their credentials for both their formal training and pro- fessional development hours. This is used to determine the wage enhancement for e...
Parent Committee. Prior to the Closing, the Board of Directors of Parent shall appoint a committee (the “Committee”) consisting of one or more of its then members to act on behalf of Parent and the Parent Indemnitees (as defined in Section 7.1(a)) to take all necessary or appropriate actions under this Agreement and the Escrow Agreement after the Closing, including all decisions in connection with the Earnout Shares and all decisions in connection with the indemnification obligations set forth in ARTICLE VII. In the event of a vacancy in the Committee, the board of directors of Parent or, after the consummation of the Merger, a majority of those Persons who served on Parent’s Board immediately prior to the Closing Date, shall appoint as a successor some other Person who would qualify as an “independent” director of Parent and who has not had any relationship with the Company prior to the Closing. Such committee is intended to be the “Committee” referred to in ARTICLE VII and the Escrow Agreement.
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Parent Committee. Prior to the Closing, the Board of Directors of Parent shall appoint a committee (the “Parent Committee”) consisting of one or more of its then members to act on behalf of Parent after the Closing to take all necessary actions and make all decisions pursuant to this Agreement and the other Transaction Documents. In the event of a vacancy in such committee, the Board of Directors of Parent shall appoint as a successor a Person who was a director of Parent prior to the Closing Date or some other Person who would qualify as an “independent” director of Parent and who has not had any relationship with the Sellers. The Parent Committee shall have the sole authority to take any and all actions on behalf of Parent under any Transaction Document (excluding the Registration Rights Agreement).
Parent Committee. Prior to the Closing, the Board of Directors of Parent shall appoint a committee (the “Parent Committee”) consisting of one or more of its then members to act on behalf of Parent to take all necessary actions and make all decisions regarding Parent’s right to indemnification pursuant to Article IX hereof and pursuant to the Escrow Agreement. The Shareholder and Company shall take all actions necessary to ensure that the Parent Committee shall remain in existence until all of Parent’s rights to indemnification pursuant to Article IX hereof are extinguished. In the event of a vacancy in the Parent Committee, the Board of Directors of Parent shall appoint as a successor a Person who was a director of Parent prior to the Closing Date. The Parent Committee is intended to be the “Committee” referred to in Article IX hereof and in the Escrow Agreement. The duties of the Parent Committee shall be only those which are specifically provided in this Agreement and the Escrow Agreement, and the members of the Parent Committee shall not be personally liable for actions or decisions taken or made in good faith in managing or discharging their duties and responsibilities in accordance with the terms hereof and thereof. The Shareholder shall cause Surviving Company to make available such resources, including, without limitation, financial resources, as the Parent Committee feels are reasonably necessary to fulfill its rights and obligations hereunder.

Related to Parent Committee

  • 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.

  • Joint Committee 10.1 The Councils shall form the joint committee ("Joint Committee") for the purpose of overseeing and co-ordinating the discharge of the Councils' obligations in relation to the City Deal and to carry out the functions set out in Schedule 2 (Joint Committee Terms of Reference) and the Joint Committee shall be known as the "Cardiff Capital Region Joint Cabinet", "Joint Cabinet" or "Regional Cabinet" (as the context requires). 10.2 The Joint Committee may carry out such other functions as the Councils determine from time to time and approve as a "Matter Reserved To The Councils". 10.3 The Joint Committee shall not have power to approve any "Matter Reserved To The Councils" pursuant of Clause 9.1.3 ("Matter Reserved To The Councils"). 10.4 Each Council shall appoint one (1) elected member representative to the Joint Committee. The Chairperson of the Joint Committee shall be an elected member representative of a Council appointed to the Joint Committee and shall rotate amongst the Councils on an annual basis. 10.5 Each Council shall be entitled from time to time to appoint a deputy for its representative but such deputy (in each case) shall only be entitled to attend meetings of the Joint Committee in the absence of his or her corresponding principal. 10.6 Each Council shall be entitled to invite appropriate third parties to observe Joint Committee Meetings and such third parties shall be entitled to take part in such Joint Committee Meetings at the discretion of the Chairperson of the Joint Committee. Such observers shall not have a vote. 10.7 The Regional Programme Director shall attend the Joint Committee meetings but shall not have the right to vote on any Joint Committee Matters. 10.8 Each Council may, at their discretion, replace their representatives (and their respective deputies) appointed to the Joint Committee, provided that:- 10.8.1 at all times, they have representatives appointed to the Joint Committee in accordance with the roles identified in Schedule 2 (Joint Committee Terms of Reference); and 10.8.2 any such replacement shall have no lesser status or authority than that set out in Schedule 2 (Joint Committee Terms of Reference) unless otherwise agreed by the Councils. 10.9 The Joint Committee shall meet on at least a quarterly basis during the second Accounting Period and thereafter as and when required in accordance with the timetable for the City Deal and, in any event, at appropriate times and on reasonable notice (to be issued through the Regional Programme Director) to carry out the Joint Committee Matters referred to in Schedule 1 (Delegations Policy) and in carrying out such activities. 10.10 The Regional Programme Director shall circulate a meeting agenda and any relevant information wherever possible at least five (5) Business Days prior to the Joint Committee meeting and any representative may add to the meeting agenda (i) prior to the Joint Committee meeting by written request to the Regional Programme Director and/or (ii) by request to the Chairperson at the start of the Joint Committee meeting. 10.11 The quorum necessary for a Joint Committee meeting shall be an elected member or appropriate deputy appointed pursuant to Clause 10.5 (Joint Committee) from at least seven (7) of the Councils at the relevant time. 10.12 At meetings of the Joint Committee each elected member or appropriate deputy appointed pursuant to Clause 10.5 (Joint Committee) above from each Council shall have one vote. The Chairperson shall be granted a casting vote provided always that the Councils agree and acknowledge that the Chairperson shall not under any circumstances exercise such casting vote. Decisions at meetings of the Joint Committee will be taken by a majority vote of a quorate meeting. The Regional Programme Director shall not have a vote. 10.13 If, at a meeting of the Joint Committee, a matter is not determined pursuant to Clause 10.12 above, that matter ("JC Unresolved Matter") shall be deferred for consideration at the next Joint Committee meeting which shall be convened within ten (10) Business Days of that meeting. If at the reconvened Joint Committee meeting the JC Unresolved Matter is not determined, the JC Unresolved Matter shall become a "Matter Reserved To The Councils" and shall be deferred for consideration by each Council. Each Council shall each use its reasonable endeavours to convene a full Council meeting of its councillors as soon as reasonably practicable and in any event within three (3) weeks of the Joint Committee Meeting. Where a JC Unresolved Matter is referred to each Council as a "Matter Reserved to each Council" and is not approved unanimously by each Council, the JC Unresolved Matter shall not be agreed and shall not be implemented by the Joint Committee. 10.14 Each Council shall provide all information reasonably required upon request by the Joint Committee to the Regional Programme Director and shall comply with any decisions of the Joint Committee to request such information. 10.15 Each Council shall consult with the other Councils to ensure the diligent progress of the day to day matters relating to the discharge of the Councils' obligations in relation to the City Deal. 10.16 Where a Council wishes to provide any information and/or serve a notice or demand on the Joint Committee, this should be served on the Regional Programme Director in accordance with Clause 23.3 (Notices). The Regional Programme Director shall keep a record of all information, notices and demands received and shall update each representative promptly. 10.17 The Councils agree and acknowledge that the Joint Committee shall adopt the Accountable Body's prevailing contract standing orders, financial procedure rules, codes of conduct and such other applicable policies and procedures for and behalf of the Councils in the discharge of its obligations under this Agreement.

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