Common use of Parent Committee Clause in Contracts

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.

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 's right to indemnification pursuant to Article VIII VII 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 VII hereof and the Escrow Agreement.

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 VII 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 VII hereof and the Escrow Agreement.

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 Xxxx X. Xxxxx and Xxxx Xxxxxx 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 VII 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 compensatory business relationship with the Company prior to the Closing. Such committee is intended to be the “Committee” referred to in Article VIII VII hereof and the Escrow Agreement.

Parent Committee. Prior to the Closing, the Board of Directors of Parent shall appoint a committee consisting of one or more two 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 VII 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 Articles V and VII hereof and the Escrow Agreement.

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 's right to indemnification pursuant to Article VIII VII hereof. In the event of a vacancy in such committee, the Board of Directors of Parent shall appoint as a successor (i) a Person who was a director of Parent prior to the Closing Date or (ii) 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 VII hereof and the Escrow Agreement.

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 hereofAgreement. In the event of a vacancy in such committee, the Board board of Directors directors of Parent shall appoint as a successor a Person who was a director of Parent prior to the Closing Date or some other or, in the event of an inability to appoint same, another Person who would qualify as an “independent” director of Parent and who has not had any material relationship with the Company or the Stockholder prior to the Closing. Such committee is intended to be the “Committee” referred to in Article VIII VII and elsewhere hereof and the Escrow Agreement.

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 VII 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 VII hereof and the Escrow Agreement.

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 & Exchange Agreement regarding the Holdback Escrowed Shares and Parent’s right to indemnification pursuant to Article VIII IX 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 IX hereof and in the Escrow & Exchange Agreement.

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 and the Holdback Escrowed EBITDA Shares and Parent’s right to indemnification pursuant to Article VIII hereofEscrow Agreement (as defined in Section 1.16). In the event of a vacancy in such committee, the Board board of Directors directors of Parent shall appoint as a successor a Person who was a director of Parent prior to the Closing Date or some other or, in the event of an inability to appoint same, another Person who would qualify as an “independent” director of Parent and who has not had any material relationship with the Company or the Stockholder prior to the Closing. Such committee is intended to be the “Committee” referred to in Article VIII VII hereof and the Escrow Agreement.

Parent Committee. Prior to the Closing, the Board of Directors of Parent shall appoint a committee consisting of one or more two 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 's right to indemnification pursuant to Article VIII VII 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 Articles V and VII hereof, and the Escrow Agreement and the Significant Stockholder Lock-Up Agreement.

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 Exxx X. Xxxxx and Pxxx Xxxxxx 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 VII 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 compensatory business relationship with the Company prior to the Closing. Such committee is intended to be the “Committee” referred to in Article VIII VII hereof and the Escrow Agreement.