Pricing Committee. Each of (i) the sale price for the Issuer Shares to be offered in connection with the Initial Public Offering implemented pursuant to the Drag-Along Sale and (ii) any revision to the Drag-Along Percentage from the amount specified in the Requested Drag-Along Sale Notice, subject to the limitations on such amount set forth in Section 14.15(a), shall be determined by the Board of Managers; provided that (x) a majority of 66
Pricing Committee. The Board shall create and maintain a committee (the "Pricing Committee"), membership of which will be constituted as follows: (i) one Director may be designated by MSCP, (ii) the Corporation's chief executive officer will be a member, (iii) Fleet may designate the Director designated by Fleet pursuant to 5.03(b)(ii), and (iv) Xxxxxx-Xxxxxx may designate the Director designated by Xxxxxx-Xxxxxx pursuant to 5.03(b)(iii); provided that an Investor will lose its right to have its designee on the Pricing Committee as soon as it is not entitled to any designee on the Board. Pricing Committee membership will otherwise be as designated by the Board. The Pricing Committee (A) shall negotiate the pricing and other terms applicable to the engagement of an Affiliate of MSCP as a financial advisor to the Corporation or as lead manager or lead arranger for any underwritten offering or capital markets activities (x) for the account of the Corporation or (y) in which MSCP does not participate, which terms will be customary for a transaction of that nature, (B) will have the authority in all such cases to select and engage one or more co-managers or co-arrangers for any such underwritten offering or capital markets activities and may negotiate the terms of such engagement and (C) shall exercise such others powers as shall be delegated to it from time to time by the Board. Notwithstanding the foregoing, MSCP's designee shall abstain from voting on matters referred to in clause (A) of the previous sentence (but will be entitled to participate in discussions and deliberations, and will be consulted in good faith, thereon). Each member of the Pricing Committee shall have one vote.
Pricing Committee. The Pricing Committee reviews and approves, or disapproves or ratifies, fair valuation determinations and valuation methodologies, determines a fair value of restricted and other securities for which market quotations are not readily available, or that are deemed not to be reliable, pursuant to procedures adopted by the Janus Board. The Committee also provides oversight of all types of derivative instruments used by the Trusts and the currency hedging activities of the Trusts, reviews the reasonableness of valuation procedures, management’s adherence to such procedures, the adequacy of supporting documentation, the frequency and magnitude of pricing errors, and other matters related to pricing the Janus Target’s securities. Currently, the members of the Pricing Committee are: William D. Stewart (Chair), Raudline Etienne, James T. Rothe, and Linda
Pricing Committee. The parties agree that all matters requiring the determination by, or other action of, the Parent hereunder will be determined or otherwise authorized by the Pricing Committee.
Pricing Committee. The Pricing Committee reviews and approves, or disapproves or ratifies, fair valuation determinations and valuation methodologies, determines a fair value of restricted and other securities for which market quotations are not readily available, or that are deemed not to be reliable, pursuant to procedures adopted by the Trustees. The Committee also provides oversight of all types of derivative instruments used by the Trusts and the currency hedging activities of the Trusts, reviews the reasonableness of valuation procedures, management’s adherence to such procedures, the adequacy of supporting documentation, the frequency and magnitude of pricing errors, and other matters related to pricing the Janus Funds’ securities. Currently, the members of the Pricing Committee are: Xxxxxxx X. Xxxxxxx (Chair), Xxxxxxxx Xxxxxxx, Xxxxx X. Xxxxx, and Xxxxx
Pricing Committee. The Board shall designate a pricing committee (the "Pricing Committee") consisting of one Governor selected by the Class One Member and one Governor selected by the Class Two Members. The Pricing Committee shall have full authority to determine the pricing policies and guidelines of the Company and its Subsidiaries.
Pricing Committee. The Administrative Agent shall establish a pricing committee comprised of the Administrative Agent and one representative appointed by each Class A Lender, one representative appointed by the Class B Lenders, and one representative appointed by the Class C Lender. The pricing committee will meet quarterly (or as otherwise determined necessary) at the direction of the Administrative Agent and shall be responsible for setting rate and fee levels for its products based upon current cost of funds, market conditions and other factors that may vary over time and impact facility pricing. However, only the representative from the Class A Lender shall have the right to vote on and determine the Class A Lender’s Spread, subject to the terms of the Credit Manual.
Pricing Committee. FURTHER RESOLVED, that Xxxx X. Xxxxxxx and Xxxxx Xxxxxxxxx shall constitute a pricing committee of the Managers of the Company (the “Pricing Committee”); and to facilitate the Offering, Xxxx X. Xxxxxxx and Xxxxx Xxxxxxxxx in their capacity as members of the Pricing Committee are hereby authorized to establish on behalf of the Issuers the amount and other terms on which such Notes may be offered and sold, including (i) the aggregate amount of Notes to be issued by the Issuers in the Offering, (ii) the initial offering price and the price at which the Notes will be sold to the purchasers, (iii) the term of the Notes, the coupon interest rate applicable thereto, the interest payments dates and the redemption dates, (iv) the final terms of the Indenture governing the Notes, (v) the final terms of the Purchase Agreement and (vi) such other matters relating to the Offering as the Pricing Committee shall deem appropriate, such action thereby to be conclusive evidence as to authority to act on behalf and in the name of the Issuers; and FURTHER RESOLVED, that Company is hereby authorized to create, issue, offer and sell to the Purchasers the Notes having such terms as will be determined by the Pricing Committee; and
Pricing Committee. In connection with a Qualified IPO, the Board shall create a Pricing Committee, which shall be composed of an equal number of Horizon Designees and Nitec Designees.
Pricing Committee. LGE and the Company will form a ----------------- pricing committee (the " Pricing Committee") composed of an equal number of representatives from each party for the purpose of establishing and reviewing the prices which LGE or its Affiliates will charge to the Company for the manufacture and supply of the Products. The prices established by the Pricing Committee will be commercially reasonable, permit the Company to compete effectively in the U.S. market involving cellular and PCS operators and service providers, provide LG Electronics with a commercially reasonable profit, and be no higher than the prices charged by LGE to any third party outside of Korea for whom it supplies and manufactures the same or similar products. The pricing committee shall take into consideration that prices may include the fair market value of goods and services provided by third parties to LGE.
