Right to Delegate; Committees Clause Samples
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) ...
Right to Delegate; Committees. 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.
(a) No later than 90 days after the date of effectiveness of the Form 10 Registration Statement, the Audit Committee shall include one additional Independent Director. No later than the first anniversary of the effectiveness of the Form 10 Registration Statement, 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). Subject to Section 2.1.4(d), for so long as the Company maintains the Audit Committee, it shall consist of at least one Silver Lake Director (but only if Silver Lake is then entitled to nominate at least one Silver Lake Director) and at least one ▇▇▇▇▇ ▇▇▇▇▇ Director (but only if ▇▇▇▇▇ ▇▇▇▇▇ is then entitled to nominate at least one ▇▇▇▇▇ ▇▇▇▇▇ Director).
(b) Subject to Section 2.1.4(d), for so long as the Company maintains the Compensation Committee and Nominating Committee, such committees shall each consist of at least one Silver Lake Director (but only if Silver Lake is then entitled to nominate at least one Silver Lake Director) and at least one ▇▇▇▇▇ ▇▇▇▇▇ Director (but only if ▇▇▇▇▇ ▇▇▇▇▇ is then entitled to nominate at least one ▇▇▇▇▇ ▇▇▇▇▇ Director).
(c) Subject to Section 2.1.4(d), any committee of the Board not specified in Section 2.1.4(a) or 2.1.4(b) shall consist of at least one Silver Lake Director (but only if Silver Lake is then entitled to nominate at least one Silver Lake Director) and at least one ▇▇▇▇▇ ▇▇▇▇▇ Director (but only if ▇▇▇▇▇ ▇▇▇▇▇ is then entitled to nominate at least one ▇▇▇▇▇ ▇▇▇▇▇ Director) and such additional members as may be determined by the Board; provided, that a special committee may exclude Directors nominated by the Lead Investors if (i) no such Director is eligible to serve on such special committee due to the rules and requirements of any national stock exchange on which the Company’s stock i...
Right to Delegate; Committees. The Company shall establish and maintain an executive committee of the Board (the “Executive Committee”), an audit committee of the Board (the “Audit Committee”), a compensation committee of the Board (the “Compensation Committee”), a nominating and 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.
(i) The Executive Committee shall initially consist of Herald ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Company shall be required to maintain the Executive Committee: for so long as (A) the Company continues to be a “controlled company” within the meaning of the Stock Exchange rules, with the Investor Parties (including the TCV Parties during the Restricted Period) and Founder Parties collectively owning at least 50% of the voting power of all shares of stock of the Company entitled to vote generally in the election of Directors and (B) the KKR Parties, the SL Parties, and the Founder Parties are entitled to nominate at least one KKR Director, at least one SL Director and the Founder Director, respectively, as provided in Section 2.1. For so long as the Company maintains the Executive Committee, it shall consist of one nominee of the KKR Parties, one nominee of the SL Parties and one nominee of the Founder Parties.
(ii) The Audit Committee shall initially consist of: Herald ▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, with ▇▇. ▇▇▇▇▇ serving as Chairman. No later than 90 days after the date of effectiveness of the IPO Registration Statement, the Audit Committee shall include one additional Independent Director. No later than the first anniversary of the effectiveness of the IPO Registration Statement, 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). Subject to Section 2.1(d)(vi), for so long as the Company maintains the Audit Committee, it shall consist of at least one KKR Director (but only if the KKR Parties are then entitled to nominate at least one KKR Director) and at least one SL Director (but only if the SL Parties are then entitled to nominate at least ...
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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇.
(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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
(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)
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 ▇▇▇▇▇ ▇▇▇▇▇▇, at least one ▇▇▇▇▇ ▇▇▇▇▇▇ Director (but only if ▇▇▇▇▇ ▇▇▇▇▇▇ is then entitled to nominate at least one Director) and (ii) if so requested by ▇▇▇▇▇▇▇, at least one Akastor Director (but only if Akastor is then entitled to nominate at least one Director).
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.
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.