Subsidiaries; Committees. Unless the Board unanimously determines otherwise, the board of directors of each Subsidiary of the Company and the audit committee, the compensation committee and all other authorized committees of the Board and of each Subsidiary’s board of directors shall be composed so that the representation thereon shall be in the same proportion, as nearly as may be possible (subject to any foreign law requirements, where applicable), as the representation of such directors on the Board; provided, however, that no Management Representative shall sit on the audit committee or the compensation committee.
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Samples: Stockholders Agreement (Amscan Holdings Inc), Stockholders Agreement (Party City Holdings Inc.)
Subsidiaries; Committees. Unless the Board unanimously determines otherwise, the board of directors of each Subsidiary of the Company and the audit committee, the compensation committee and all other authorized committees of the Board and of each Subsidiary’s 's board of directors shall be composed so that the representation thereon shall be in the same proportion, as nearly as may be possible (subject to any foreign law requirements, where applicable), as the representation of such directors on the Board; providedPROVIDED, howeverHOWEVER, that no Management Representative shall sit on the audit committee or the compensation committee.
Appears in 2 contracts
Samples: Stockholders Agreement (Carters Inc), Stockholders Agreement (Carter Holdings Inc)
Subsidiaries; Committees. Unless the Board unanimously determines otherwise, the board of directors of each Subsidiary of the Company and the audit committee, the compensation committee and all other authorized committees of the Board and of each Subsidiary’s 's board of directors shall be composed so that the representation thereon shall be in the same proportion, as nearly as may be possible (subject to any foreign law requirements, where applicable), as the representation of such directors on the Board; provided, however, that no Management Representative shall sit on the audit committee or the compensation committee.
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