Selection of the Advisory Committee Sample Clauses

Selection of the Advisory Committee. The General Partner and Holdco shall propose and approve an Advisory Committee (the “Advisory Committee”), which shall be a committee of the Partnership consisting initially of six members. Of the six committee members, three shall be proposed and approved by the General Partner (a “GP Committee Member”) and three shall be proposed and approved by Holdco (a “GE Committee Member”). Schedule B annexed hereto sets forth the current members of the Advisory Committee as of the date of this Agreement. If Xxxxx X. Penske shall, for any reason, have permanently ceased to directly or indirectly participate in or control the material business decisions of the General Partner, the Advisory Committee shall, upon the written request of Holdco, thereupon consist of seven members. Such written request (the “Seventh-Member Request”) may be delivered at any time and from time to time following the occurrence of the event giving rise to such right, in which event the GP Committee Members and the GE Committee Members shall jointly propose and approve an initial additional seventh independent committee member (such member and such member’s successors, the “Joint Committee Member”). The initial Joint Committee Member shall serve a term limited to one year from the date of such Member’s having been approved by the GP Committee Members and the GE Committee Members. Subject to Subsection 6.4(d), on the first anniversary of such approval, the term of that Joint Committee Member shall end, whether or not a successor has been appointed. If the GP Committee Members and the GE Committee Members fail to agree upon the individual to serve as the initial Joint Committee Member within ninety (90) days of the Seventh-Member Request, as such period may be extended in writing by the General Partner and Holdco, Section 10.1(d) shall apply. At the end of the term of the initial Joint Committee Member and each subsequent Joint Committee Member, a successor will be appointed pursuant to Section 6.4(d). PAG shall have the right to a non-voting observer (the “PAG Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in subsection 6.4(c) below). The PAG Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partner...
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Selection of the Advisory Committee. The Partnership shall have an Advisory Committee (the “Advisory Committee”) consisting of six (6) members. Of the six (6) Advisory Committee members, four (4) shall be designated by PTLC (each, a “PTLC Committee Member”), one (1) shall be designated by PAG (the “PAG Committee Member”) and one (1) shall be designated by MBK USA CV (the “Mitsui Committee Member”). Schedule B annexed hereto sets forth the members of the Advisory Committee as of the Effective Time.
Sample 1See All (4)
Selection of the Advisory Committee. The Partnership shall have an Advisory Committee (the “Advisory Committee”) consisting of seven (7) members. Of the seven (7) Advisory Committee members, four (4) shall be designated by PTLC (each, a “PTLC Committee Member”), one (1) shall be designated by PAG (the “PAG Committee Member”), one (1) shall be designated by MBK USA CV (the “Mitsui Committee Member”) and, subject to Section 9.5(d), one (1) shall be designated by the GE Representative Partner (the “GE Committee Member”). Schedule B annexed hereto sets forth the members of the Advisory Committee as of the Effective Time.
Sample 1
Selection of the Advisory Committee. (A) The Managing Member shall select an "ADVISORY COMMITTEE" which shall be a committee consisting of (i) two representatives designated by the Managing Member, (ii) any non-voting members appointed by the Managing Member and (iii) representatives of Class A Members selected pursuant to the next two sentences. PWRES may, to the extent it holds an Interest, designate to the Advisory Committee a representative selected by PWRES. Subject to the Consent of the Managing Member, which Consent shall not be unreasonably withheld, each Class A Member, other than PWRES, who has made a Capital Commitment of at least $50 million may designate to the Advisory Committee a representative selected by such Class A Member; provided, however, that the -------- ------- Class A Members, in the aggregate, shall be entitled to no more than three (3) seats on the Advisory Committee, provided that if in the event such three (3) seats are occupied and in connection with the sale by any Class A Member of an Interest in the Company of at least $50 million, the Proposed Transferee so requests, such Proposed Transferee, subject to the reasonable Consent of the Managing Member, shall be given a seat on the Advisory Committee. In addition, the Managing Member, in its sole discretion, may select representatives of Class A Members to sit on the Advisory Committee. There shall be at least one representative of the Class A Member on the Advisory Committee at all times.
Sample 1
Selection of the Advisory Committee. The General Partner and Holdco shall propose and approve an Advisory Committee (the “Advisory Committee”), which from the Effective Time shall be a committee of the Partnership consisting of five members. Of the five committee members, three shall be proposed and approved by the General Partner (a “GP Committee Member”) and two shall be proposed and approved by Holdco (a “GE Committee Member”). Schedule B annexed hereto sets forth the current members of the Advisory Committee as of the date of this Agreement. PAG shall have the right to a non-voting observer (the “PAG Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in Subsection 6.4(c) below). The PAG Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the PAG Non-Voting Observer were a member of the Advisory Committee. For the avoidance of doubt, any failures to comply with the immediately preceding two sentences shall not affect in any way the validity of any actions taken by the Advisory Committee.
Sample 1

Related to Selection of the Advisory Committee

  • Advisory Committee The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “Advisory Committee”) to provide input and recommendations regarding remediation spending from that Settling State’s Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State-Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements:

  • Investment Committee The board of directors of the insurance company shall appoint an investment committee of the investment manager as the investment committee of the insurance company. The investment committee shall meet at least once each quarter to review the investments and loans of the insurance company.

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Compensation of the Adviser For all of the services to be rendered and payments to be made as provided in this Agreement, as of the last business day of each month, the Fund will pay you a fee at the annual rate of 1.50% of the average value of its daily net assets. The average value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust or a resolution of the Board, if required. If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund's net assets may lawfully be determined, on that day. If the determination of the net asset value of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).

  • Compensation of the Advisor Each Fund agrees to pay to the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor pursuant to this Agreement, a fee accrued daily and paid monthly in arrears at an annual rate listed in Appendix A with respect to the Fund’s average daily net assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. The fee payable to the Advisor under this Agreement will be reduced to the extent required by any expense limitation agreement. The Advisor may voluntarily absorb certain Fund expenses or waive all or a portion of its fee.

  • Operating Committee the Consortium’s managing body, composed of representatives of the Manager and the Contractors, pursuant to Annex XI.

  • Development Committee As soon as practicable, the Parties will establish a joint development committee, comprised of at least one (1) and up to two (2) representatives of Omega and at least one (1) and up to two (2) representatives of Acuitas (the “JDC”). One such representative from each Party will be such Party’s Workplan Leader. Each Party may replace its Workplan Leader and other JDC representatives at any time upon written notice to the other Party, provided, however, that each Party shall use reasonable efforts to ensure continuity on the JDC. With the consent of the other Party (which will not be unreasonably withheld, conditioned or delayed), each Party may invite non-voting employees and consultants to attend JDC meetings as necessary, subject to consultant’s agreement to be bound to the same extent as a permitted subcontractor under Section 3.1(i).

  • Research Committee 2.2.1 Establishment and Functions of RC. ---------------------------------

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!