Special Committee. The term “Special Committee” shall have the meaning as provided in Section 13(a).
Special Committee. Notwithstanding anything to the contrary set forth in this Agreement, until the Closing, (a) the Company may take the following actions only with the prior approval of the Special Committee: (i) amending, restating, modifying or otherwise changing any provision of this Agreement; (ii) waiving any right under this Agreement or extending the time for the performance of any obligation of the Company hereunder; (iii) terminating this Agreement; (iv) taking any action under this Agreement that expressly requires the approval of the Special Committee; (v) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; (vi) granting any approval or consent for, or agreement to, any item for which the approval, consent or agreement of the Company is required under this Agreement; and (vii) agreeing to do any of the foregoing, and (b) no decision or determination shall be made, or action taken, by the Company or the Company Board (including effecting a Change of Recommendation) under or with respect to this Agreement or the transactions contemplated hereby without first obtaining the approval of the Special Committee. For the avoidance of doubt, any requirement of the Company or the Company Board to obtain the approval of the Special Committee pursuant to this Section 8.13 shall not, and shall not be deemed to, modify or otherwise affect any rights of the Company, or any obligations of the Company or the Special Committee to Parent or Merger Sub set forth in this Agreement.
Special Committee. Prior to the Effective Time, without the prior written consent of the Special Committee, (i) the Company Board shall not dissolve, dismantle or otherwise dismantle the Special Committee, or revoke or diminish the authority of the Special Committee, and (ii) neither Parent, Merger Sub nor their respective Affiliates (including TPG Cannes Aggregation, L.P.) shall remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a member of the Company Board or such Special Committee other than for cause.
Special Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent shall not and it shall not permit any of its Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Company to, without the consent of a majority of the then existing members of the Special Committee, eliminate the Special Committee, revoke or diminish the authority of the Special Committee or remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a director or member of such committee. For the avoidance of doubt, this Section 5.17 shall not apply to the filling, in accordance with the provisions of the applicable Organizational Documents of the Company, of any vacancies caused by the death, resignation or incapacity of any such director.
Special Committee. Prior to the Effective Time, any consent, waiver or other determination to be made, or action to be taken, by the Company under this Agreement shall be made or taken only upon the approval of the Special Committee, including, without limitation, pursuant to or under Section 5.02, Section 7.03 or Article VIII.
Special Committee. Notwithstanding anything to the contrary set forth in this Agreement, until the termination of this Agreement pursuant to Section 4.2, (i) Parent may take the following actions only with the prior approval of the Special Committee: (a) amending, restating, modifying or otherwise changing any provision of this Agreement; (b) waiving any right under this Agreement or extending the time for the performance of any obligation of any Parent Significant Stockholder hereunder; (c) terminating this Agreement; (d) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Parent Board; and (e) agreeing to do any of the foregoing and (ii) no decision or determination shall be made, or action taken, by Parent or the Parent Board under or with respect to this Agreement or the transactions contemplated hereby without first obtaining the approval of the Special Committee. For the avoidance of doubt, any requirement of Parent or the Parent Board to obtain the approval of the Special Committee pursuant to this Section 4.16 shall not, and shall not be deemed to, modify or otherwise affect any rights of any Parent Significant Stockholder, or any obligations of Parent, the Special Committee or the Parent Board to any Parent Significant Stockholder, set forth in this Agreement.
Special Committee. 2601 In an effort to resolve issues regarding work load, the handling of new classifications which might be established during the life of the new contract, and changes in existing classifications which might warrant reclassification and wage adjustment, the Employer and the Union hereby agree as follows:
Special Committee. Notwithstanding the provisions of this Section 1 to the contrary, if prior to Stockholder casting its vote at a meeting of the stockholders as described in Section 1(a), (i) Stockholder shall be advised in writing by the Special Committee of the Board of Directors of Metropolis (the "Special Committee") that the Purchase Agreement has been terminated in accordance with its terms, or (ii) changes or modifications have been made to the Purchase Agreement or the transactions contemplated thereby or any waiver has been granted under the Purchase Agreement, in each case which would have a material adverse effect on the economic benefits to be realized by Stockholder pursuant to the Purchase Agreement as in effect on the date hereof, then Stockholder shall have the right, but not the obligation, by giving written notice to Jamestown at any time on or prior to the scheduled date of the Metropolis's meeting of its stockholders (as provided in the notice of such meeting in the SEC Disclosure Documents (as defined in the Purchase Agreement)), to terminate this Voting Agreement, and revoke its Proxy, without voting the Shares and the New Shares as contemplated by this Voting Agreement.
Special Committee. The members of the Special Committee will be treated in the Merger as Public Stockholders with respect to their shares of Instron Common Stock. Mr. Xxxxx xxxs 25,000 shares of Instron Common Stock and Mr. Xxxxx xxxs 2,500 shares of Instron Common Stock. The third member of the Special Committee, Mr. Xxxxx, xxes not own any shares of Instron Common Stock. None of the members of the Special Committee hold any options to purchase Instron Common Stock. Upon consummation of the Merger, Mr. Xxxxx xxxl be entitled to receive $550,000 as Cash Merger Consideration for his shares of Instron Common Stock and Mr. Xxxxx xxxl be entitled to receive $55,000 as Cash Merger Consideration for his shares of Instron Common Stock. The members of the Special Committee, which held five meetings from March 1999 through the date of this Proxy Statement, will receive compensation from Instron in connection with these committee meetings. In connection with establishing the Special Committee, the Instron Board approved the payment of a one-time 45 56
Special Committee. Any action permitted or required to be taken under this Agreement by the Board of Directors of the Company, including without limitation any termination of this Agreement pursuant to Section 7.01 hereof, any amendment of this Agreement pursuant to Section 7.04 or any waiver pursuant to Section 7.05, and any consent, approval or determination permitted or required to be made or given by the Company pursuant to this Agreement, shall be made, taken or given, as the case may be, only with the concurrence, or at the direction, of the Special Committee, as the Special Committee may determine, from time to time, in its sole discretion.
