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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kinder Morgan Management LLC), Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan, Inc.)
Special Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, neither Parent shall not nor the Company shall, and it each 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 5.15 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, provided that such director is independent and disinterested with respect to (i) the management of the Company and (ii) the Merger and the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Fortress Investment Group LLC)
Special Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, neither Parent shall not nor the Company shall, and it each 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 committeecommittee other than for cause. For the avoidance of doubt, this Section 5.17 8.09 shall not apply to the filling, in accordance with the provisions of the applicable Company Organizational Documents of the CompanyDocuments, of any vacancies caused by the death, resignation or incapacity of any such director, provided that such director is independent and disinterested with respect to (i) the management of the Company and (ii) the Merger and the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oaktree Capital Group, LLC), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Special Committee. (a) 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 as a member of such committee. For the avoidance of doubt, this Section 5.17 9.12 shall not apply to the filling, in accordance with the provisions of the applicable Company’s Organizational Documents of the CompanyDocuments, of any vacancies caused by the deathresignation, resignation death or incapacity of any such director.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jefferies Financial Group Inc.), Agreement and Plan of Merger (Homefed Corp)
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 General Partner or DCP GP LLC 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 Committee, increase the size of the Special Committee, or remove or cause the removal of any director of the Company Board that DCP GP LLC who is a member of the Special Committee Committee, either as a director or as a member of such committeethe Special Committee, without Cause. For the avoidance of doubt, this Section 5.17 6.14 shall not apply to the filling, in accordance with the provisions of the applicable Organizational Documents of the CompanyDCP GP LLC Company Agreement, of any vacancies caused by the deathresignation, resignation death or incapacity of any such directordirector or the removal of any director for Cause.
Appears in 1 contract
Special Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, neither Parent shall not nor the Company shall, and it each 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 committeecommittee other than for cause. For the avoidance of doubt, this Section 5.17 6.16 shall not apply to the filling, in accordance with the provisions of the applicable Organizational Documents organizational documents of the Company, of any vacancies caused by the death, resignation or incapacity of any such director; provided that such director is independent and disinterested with respect to (i) the management of the Company and (ii) the Merger and any other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Craft Brew Alliance, Inc.)
