Scope of Committee Authority Sample Clauses

Scope of Committee Authority. For the avoidance of doubt, matters that are specified in this Article 5 (Governance) only to be reviewed and discussed (as opposed to reviewed, discussed, and approved) do not require any agreement or decision by either Party and are not subject to the voting and decision-making procedures set forth in this Section 5.6 (Decision-Making).
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Scope of Committee Authority. For clarity and notwithstanding the creation of any Committee, each Party will retain the rights, powers and discretion granted to it hereunder, and no Committee will be delegated or vested with such rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties expressly so agree in writing (including any decision to be made at Party’s sole discretion hereunder). No Committee, nor a Party via exercise of its final decision-making authority will have the power to (a) subject to Xxxxxx’s final decision-making authority in Section 10.6.2(a)(i), resolve any Dispute regarding the amount of any payment owed under this Agreement, (b) amend, waive or modify any term of this Agreement, (c) determine whether or not a Party has met its diligence or other obligations under this Agreement, or (d) determine whether or not a Party has final decision-making authority with respect to a matter, and no decision of any Committee or exercise by a Party of its final decision-making authority will be in contravention of any express terms or conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JRC are limited to those specific issues that are expressly provided in Section 10.2.5 (JRC Functions) of this Agreement and Disputes at the JRC which relate to subjects other than those expressly set forth in Section 10.2.5 (JRC Functions) will be handled according to Section 10.6.1 (JRC Decisions) and Section 20.6 (Choice of Law; Dispute Resolution; Jurisdiction), as applicable. Once a Committee is disbanded, such Committee will have no further obligations under this Agreement and, thereafter, each Party will designate a contact person for the exchange of information under this Agreement or such exchange of information will be made through the Alliance Managers. In the event a Committee is disbanded, any decisions that are designated under this Agreement as being subject to the review or approval of such Committee will be made by the Parties directly, subject to the other terms and conditions of this Agreement.
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Scope of Committee Authority. The activities of the committees described in Section 3.4(a) shall be limited to making recommendations to the General Manager and the Boards of the appropriate Companies. The committees shall have no express or implied authority to act on behalf of any Company or cause any Company to act, except as otherwise authorized by the Board of each such Company.
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Scope of Committee Authority. For clarity and notwithstanding the creation of the JSC or any Subcommittee, each Party shall retain the rights, powers and discretion granted to it hereunder, and none of the JSC or any Subcommittee shall be delegated or vested with such rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties expressly so agree in writing. Neither the JSC nor any Subcommittee shall have the power to (A) resolve any dispute regarding the existence or amount of any payment owed under this Agreement, or (B) amend, waive or modify any term of this Agreement, and no decision of the JSC or any Subcommittee shall be in contravention of any terms and conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JSC are limited to those specific issues that are expressly provided in Section 5.1.1 of this Agreement and the disputes which relate to the subjects other than those set forth in Section 5.1.1 will be handled according to Article 12. Once a Committee is disbanded, such Committee shall have no further obligations under this Agreement and, thereafter, each Party shall designate a contact person for the exchange of information under this Agreement or such exchange of information shall be made through the JSC Co-Chairs. In the event a Committee is disbanded, any decisions that are designated under this Agreement as being subject to the review or approval of such Committee shall be made by the Parties directly, subject to the other terms and conditions of this Agreement.
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Scope of Committee Authority. For clarity and notwithstanding the creation of the JSC, and any subcommittees (the “Committees”), each Party will retain the rights, powers and discretion granted to it hereunder, and none of the Committees will be delegated or vested with such rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties expressly so agree in writing. No decision of any Committee or of [**] shall (a) finally determine any interpretation of this Agreement or the Parties’ rights or obligations hereunder or (b) conflict with any terms and conditions of this Agreement, nor be in contravention of Applicable Law in any material respect. None of the Committees nor [**] shall have the power to amend, waive or modify any term of this Agreement, which may only be amended or modified as provided in Section 16.1 (Entire Agreement; Amendment) or compliance with which may only be waived as provided in Section 16.14 (Waivers and Modification). It is understood and agreed that issues to be formally decided by the Committees are limited to those specific issues that are expressly provided in Section 3.1.2 (Specific Responsibilities) of this Agreement and in the Co-Commercialization Agreement, and the Disputes that are outside of the decision-making authority of the Committees as expressly set forth in the foregoing provisions will be resolved pursuant to Article 15 (Dispute Resolution).
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Scope of Committee Authority. For clarity and notwithstanding the creation of the JSC, each Party will retain the rights, powers and discretion granted to it hereunder, and none of the JSC will be delegated or vested with such rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties expressly so agree in writing. The JSC will not have the power to: (a) resolve any Dispute regarding the existence or amount of any payment owed under this Agreement; or (b) amend, waive or modify any term of this Agreement, and no decision of the JSC will be in contravention of any terms and conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JSC are strictly limited to those specific issues that are expressly provided in Section 3.2(c) and the Disputes which relate to subjects other than those set forth in Section 3.2(c) will be handled according to Section 12.7(c)(iii).
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Scope of Committee Authority. For the avoidance of doubt, matters that are specified in this Article 3 (Collaboration Management) only to be reviewed and discussed (as opposed to reviewed, discussed, and approved) or where a committee is to oversee certain activities do not require any agreement or decision by either Party and are not subject to the voting and decision-making procedures set forth in this Section 3.3 (Decision Making).
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Scope of Committee Authority. For clarity and notwithstanding the creation of the committees, each Party will retain the rights, powers and discretion granted to it hereunder, and none of the committees will be delegated or vested with such rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties expressly so agree in writing. None of the committees or either Party through exercise of its final decision-making authority will have the power to (a) amend, modify or waive its compliance with any term or condition of this Agreement or make any decision inconsistent with any term or condition of this Agreement, (b) determine that a Party has fulfilled any obligations under this Agreement or that a Party has breached any obligation under this Agreement, (c) make any decision that is expressly stated to require the mutual agreement of the Parties, or (d) resolve any claim or dispute regarding whether or in what amount a payment is owed under this Agreement.
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Scope of Committee Authority 
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Related to Scope of Committee Authority

  • Committee Authority The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

  • Authority of Committee All determinations made by the Committee with respect to the interpretation, construction and application of any provision of this Agreement shall be final, conclusive and binding on the parties.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Decisions of Committee The Committee shall have the right to resolve all questions which may arise in connection with the Option or its exercise. Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Award Agreement shall be final, binding and conclusive.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • Corporate Authority; Approval Parent, Holdco and each of the Merger Subs have all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a party, subject to obtaining (a) the approval of the issuance of Holdco Common Stock comprising the Wax Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of Holdco and the Merger Subs. This Agreement has been duly executed and delivered by Parent, Holdco and the Merger Subs and constitutes a valid and binding agreement of Parent, Holdco and the Merger Subs, enforceable against each of Parent, Holdco and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent, Holdco and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent, Holdco or the applicable Merger Sub, as applicable, enforceable against Parent, Holdco or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Holdco Common Stock comprising the Wax Merger Consideration and the Delta Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and no stockholder of Parent or Holdco will have any preemptive right of subscription or purchase in respect thereof. As of the Execution Date, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval. The representations and warranties set forth in this Section 4.03 shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date.

  • 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.

  • Board Authority The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the Committee in good faith shall be final and binding upon Optionee, the Company and all other interested persons and such determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

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