Right to Delegate; Committees Sample Clauses

Right to Delegate; Committees. The Company shall establish and maintain an audit committee, a compensation committee and a nominating committee of the Board, as well as such other Board committees as the Board deems appropriate from time to time or as may be required by applicable Law or the NYSE rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and shall be composed as follows: (i) The audit committee shall be composed as follows: (A) during the 90-day period that will commence on the date of effectiveness of the IPO Registration Statement (the “Initial Post-IPO Period”), the audit committee shall consist of the following three Directors: one Independent Director (who shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K), one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors); (B) upon the completion of the Initial Post-IPO Period and until one year from the date of effectiveness of the IPO Registration Statement (the “Second Post-IPO Period”), the audit committee shall consist of the following three Directors: two Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K) and one Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) or one Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) as determined by mutual agreement of the GA Stockholders and the HF Stockholders; and (C) upon the completion of the Second Post-IPO Period, the audit committee shall consist of at least three Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K). (ii) The compensation committee shall consist of: an NYSE Independent Director, a Director nominated by the GA Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF Stockholders (but only if the HF Stockholders are then entitled to nominate Directors) and, following such time as the (x) ...
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Right to Delegate; Committees. The Company shall establish and maintain an audit committee, a compensation committee and a nominating and governance committee of the Board, as well as such other Board committees as the Board deems appropriate from time to time or as may be required by Applicable Governance Rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and Applicable Governance Rules, and shall be composed as follows: (i) The audit committee shall consist of at least three (3) Independent Directors (at least one of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by Item 407(d)(5) of Regulation S-K). The number and members of the audit committee shall be determined by the Board (upon the recommendation of the nominating and governance committee). The audit committee shall initially consist of four (4) Directors. The initial audit committee members shall be Xxxxxxx X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx X. Xxxx and Xxxx X. Xxxxx. (ii) The compensation committee shall consist of at least three (3) Directors with the number of members determined by the Board (upon the recommendation of the nominating and governance committee). The compensation committee shall initially consist of four (4) Directors. The CI Partnerships shall have the right to designate to the compensation committee such number of Directors (rounded up to the nearest whole number) representing the percentage of Common Stock beneficially owned by the Pre-IPO Stockholders (assuming the exercise or conversion of all outstanding options (whether vested or unvested) and convertible or exchangeable securities held by the Pre-IPO Stockholders). The initial compensation committee members designated by the CI Partnerships shall be Xxxxxx Xxxxxx, Xxxxxxx X. Xxxx and Xxxxxx Xxxxxxxxx. (iii) The nominating and governance committee shall consist of at least three (3) Directors with the number of members determined by the Board (upon the recommendation of the nominating and governance committee). The nominating and governance committee shall initially consist of four (4)
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Right to Delegate; Committees. The Board shall have the power to delegate authority to such committees of Directors, officers, employees, agents and representatives of the Company as it may from time to time deem appropriate; provided that the Board shall not be entitled to delegate any action requiring the approval of any or all of the disinterested Directors or Independent Directors. Any delegation to a committee of Directors of authority to take any action must be approved in the same manner as would be required for the Board to approve such action directly. The Board shall maintain the following standing committees: an Audit Committee and a Compensation Committee. Each such committee shall include at least one Director designated by the GA Members (but only if the GA Members are then entitled to designate Directors) and at least one Director designated by the HF Members (but only if the HF Members are then entitled to designate Directors). Unless otherwise agreed by the GA Members and the HF Members, the Audit Committee and the Compensation Committee shall only consist of two Directors.
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Right to Delegate; Committees. (a) The Company shall establish and maintain an audit committee of the Board (the “Audit Committee”), a compensation committee of the Board (the “Compensation Committee”), a nominating and corporate governance committee of the Board (the “Nominating Committee”) and such other Board committees as the Board deems appropriate from time to time or as may be required by applicable law or the Stock Exchange rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement, the Company Charter and the Company Bylaws. (b) If the Company shall establish any committee of the Board other than the Audit Committee, Compensation Committee or Nominating Committee (an “Additional Committee”), then, subject to any requirements under applicable law or Stock Exchange rules, such Additional Committee shall consist of (i) if so requested by Xxxxx Xxxxxx, at least one Xxxxx Xxxxxx Director (but only if Xxxxx Xxxxxx is then entitled to nominate at least one Director) and (ii) if so requested by Xxxxxxx, at least one Akastor Director (but only if Akastor is then entitled to nominate at least one Director).
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Right to Delegate; Committees. The Company shall establish and maintain an audit committee and a compensation committee of the Board, as well as such other Board committees as the Board deems appropriate from time to time or as may be required by Applicable Governance Rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and Applicable Governance Rules. Subject to Applicable Governance Rules (which, with respect to the compensation committee, shall include Section 162(m) of the Code (and the regulations promulgated thereunder) and Rule 16b-3 under the Exchange Act), Crestview shall have the right to have a representative appointed to serve on each committee of the Board for so long as Crestview has the right to designate at least one (1) Crestview Designee.
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Related to Right to Delegate; Committees

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • Delegate If the Employing Authority lawfully authorises a delegate to act on its behalf, a reference in this contract to the Employing Authority includes a reference to that delegate.

  • Union Delegate Rights 51.1 To the extent that the provisions of clause 36A of the Award may confer a more favourable benefit upon a workplace delegate than the explicit terms of this clause, those provisions will operate as terms of this clause. 51.2 Where an Employee has been elected as a Union Delegate, the Employer will recognise the following rights: (a) the right to be treated fairly and to perform their role without any discrimination in their employment; (b) for the Union Delegate to represent an Employee when requested in relation to a grievance, dispute or a discussion with a member of the Union; (c) the right to place information on a notice board in a prominent location in the workplace except that the material must not breach freedom of association, privacy and other applicable laws; (d) the right to paid time to attend industrial tribunals and/or courts where they have been requested to do so by an Employee (which may include themselves) whom they represent in a particular dispute in their workplace; (e) the right to paid time to assist and represent Employees who have requested them to represent them in respect of a dispute arising in their workplace; (f) the right to represent the interests of members in their workplace to the Union, Employer and industrial tribunals/courts; and (g) the right to paid time to attend Union meetings for the purposes of the Union and Project related matters, typically monthly or as reasonably required. 51.3 Union Delegates will be paid the classification rate applicable to their substantive role taking into consideration their skills and/or tickets. 51.4 The Employer will consult and agree with the Union prior to the Employer making a decision to terminate or transfer a Union Delegate/Employee Representative.The Union Delegate/Employee Representative is entitled to one week’s notice in advance of such termination or transfer. Payment in lieu of notice may be made by agreement.

  • Delegation of Responsibilities The Adviser may carry out any of its obligations under this Agreement by employing, subject to supervision by the Adviser, one or more Sub-Adviser(s) who are registered as investment advisers pursuant to the Investment Advisers Act of 1940 ("Sub-Advisers"). Each Sub-Adviser's employment will be evidenced by a separate written agreement approved by the Board and, if required under the 1940 Act, by the shareholders of the Fund (unless the Commission or its staff has given authorization or issued an interpretation dispensing with the requirement of shareholder approval). The Adviser shall not be liable hereunder for any act or omission of any Sub-Adviser, except for failure to exercise good faith in the employment of the Sub-Adviser and for failure to exercise appropriate supervision of such Sub-Adviser, and as may otherwise be agreed in writing. The Adviser shall be solely responsible for compensating any Sub-Adviser for services rendered under any Sub-Advisory Agreement. The Adviser may, from time to time and at any time, terminate any Sub-Adviser and reassume the responsibilities assigned to such Sub-Adviser with respect to any Fund without obtaining the approval of the shareholders of the Fund.

  • RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS The Manager in assuming responsibility for the various services as set forth in this Agreement reserves the right to enter into agreements with others for the performance of certain duties and services or to delegate the performance of some or all of such duties and services to Principal Life Insurance Company, or one or more affiliates thereof; provided, however, that entry into any such agreements shall not relieve the Manager of its duty to review and monitor the performance of such persons to the extent provided in the agreements with such persons or as determined from time to time by the Board of Directors.

  • Other Committees The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

  • Sub-Committees 15.1 The Joint Committee shall establish the membership and terms of reference for any sub-committees or sub-groups which it establishes and may dissolve such sub-committees or sub-groups. Sub-committees to which the Joint Committee delegates functions are bound by the provisions of this Agreement regulating the taking of decisions by the Joint Committee. The Joint Committee may create additional sub-committees from time to time as it sees fit.

  • Delegated Duties 4.1 Consistent with the services provided by CFS and with respect to the applicable shareholder information maintained by CFS, CFS shall: i. Submit all new account and registration maintenance transactions through the Office of Foreign Assets Control (“OFAC”) database and such other lists or databases of trade restricted individuals or entities as may be required from time to time by applicable regulatory authorities; ii. Submit special payee checks through OFAC database; iii. Review redemption transactions that occur within thirty (30) days of account establishment or maintenance; iv. Review wires sent pursuant to instructions other than those already on file with CFS; v. Review accounts with small balances followed by large purchases; vi. Review accounts with frequent activity within a specified date range followed by a large redemption; vii. On a daily basis, review purchase and redemption activity per tax identification number (“TIN”) within each Fund to determine if activity for that TIN exceeded the $100,000 threshold on any given day; viii. Compare all new accounts and registration maintenance through the Known Offenders database and notify the Trust of any match. ix. Monitor and track cash equivalents under $10,000 for a rolling twelve-month period and file any required reports with the IRS and issue the Shareholder notices required by the IRS; x. Determine when a suspicious activity report (“SAR”) should be filed as required by regulations applicable to mutual funds and prepare and file the SAR. Provide the Trust with a copy of the SAR within a reasonable time after filing; notify the Trust if any further communication is received from U.S. Department of the Treasury or other law enforcement agencies regarding the SAR; xi. Compare account information to any FinCEN request received by the Trust and provided to CFS pursuant to USA PATRIOT Act Sec. 314(a). Provide the Trust with documents/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames; (i) Verify the identity of any person seeking to open an account with each Fund, (ii) maintain records of the information used to verify the person’s identity in accordance with applicable regulations, (iii) determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Trust by any government agency, and (iv) perform enhanced due diligence with respect to any investor that CFS has reason to believe presents high risk factors with regard to money laundering or terrorist financing, prior to accepting an investment from such investor; and (i) Monitor for any suspected money laundering activity with respect to correspondent accounts for foreign financial institutions and private banking accounts and report any such conduct required by applicable regulations, and (ii) conduct due diligence on private banking accounts in the event that one or more Funds changes its line of business in a manner that would involve the establishment or maintenance of such accounts. 4.2 In the event that CFS detects activity as a result of the foregoing procedures, CFS shall timely file any required reports, promptly notify appropriate government agencies and also immediately notify the Fund, unless prohibited by applicable law.

  • Committees The Parties agree on establishing Committees in the following matters: (a) Trade in Goods; (b) Trade in Services; (c) Investment; (d) Sanitary and Phytosanitary Measures; (e) Technical Barriers to Trade; (f) Trade Facilitation; (g) Rules of Origin; and (h) Cooperation, including Intellectual Property. 2. The Free Trade Commission may create additional Committees, if needed. The Committees on Sanitary and Phytosanitary Measures, Technical Barriers to Trade and Rules of Origin shall coordinate their tasks with those of the Committee on Trade in Goods.

  • Negotiations Committee At all negotiations meetings with the Employer representatives for a renewal of this Agreement, the Union may be represented by a negotiations committee composed of five (5) bargaining unit members. No deduction from the regular pay of such Employees will be made for attendance at such meetings with the Employer’s representatives held during the Employee's regular working hours. The Union has the right to have up to an additional five (5) members, including Union Officers, on the Negotiating Committee at no cost to the Employer.

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