Transaction Committee Sample Clauses

Transaction Committee. (a) In order to facilitate the consummation of the transactions contemplated by this Agreement on a timely basis, including the preparation and negotiation of the Ancillary Agreements, the separation of the Shared Business Contracts contemplated by Section 6.6, and the transfer of the Acquired Assets and the assumption of the Assumed Liabilities at Closing, prior to the Closing, Buyer Parent and Seller Parent shall establish a committee (the “Transaction Committee”) to be managed by Xxxxx Xxxxxxxx of Buyer Parent and Xxx Xxxxxxx of Seller Parent, with such other members as they shall mutually agree, which Transaction Committee shall have responsibility for (i) coordinating and directing the efforts of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, (B) the separation of the Shared Business Contracts contemplated by Section 6.6, subject to Section 6.2, (C) obtaining all Consents, Permits and Regulatory Registrations from third-parties that are necessary or desirable in connection with the consummation of the Transactions, and (D) coordinating and directing the efforts of the Parties with respect to obtaining the Debt Financing in accordance with Section 9.4 and Section 9.5, (ii) overseeing the transition team established pursuant to Section 6.3(b) and the related process of identifying services to be provided by the Parties following Closing, (iii) communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby (other than any actions of Seller Parent taken in respect of a Company Proposal), and (iv) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby, including transitional plans of the Buyer Group and the Seller Group following the Closing, to the extent not in violation of applicable Laws, including Laws regarding the exchange of information and other laws regarding competition. (b) If the Parties disagree upon any matter subject to the oversight of the Transaction Committee, the members of the Transaction Committee shall work together in good faith to resolve the disagreement in a mutually acceptable manner. In the event that the Transaction Committee is unable to resolve such disagreement in a timely manner, and in any event within 5 days of written notice of such disagreement by one Party to the other, the matter in dispute shall be el...
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Transaction Committee. During the period from the date of this Agreement through the Fourth Anniversary Adjustment Date, in the event that the Company’s Board of Directors is required to act with respect to (a) an amendment, modification or waiver of rights under, this Agreement, the Certificate, the Warrants or the Shareholders Agreement (the “Related Agreements”), (b) the enforcement of obligations of the Purchasers under the Related Agreements or (c) approval of actions relating to the disposition of Non-Core Assets, such action shall be deemed approved by the Board if approved by the Transaction Committee.
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Transaction Committee. (a) At the Company’s organizational Board meeting following the election of one or more Clinton Group Nominees to the Board at the 2013 Annual Meeting, the Board will appoint two of the Clinton Group Nominees that are elected at the 2013 Annual Meeting to the Company’s standing Transaction Committee to be two of the five members of such Committee. (b) The Transaction Committee will be recharged at its Organizational Board Meeting to, among other things, undertake a new, fair and objective evaluation of the Company’s strategy, direction and alternatives. The Transaction Committee may make recommendations to the Board but will not be authorized to enter into or agree to enter into any strategic transaction without the approval of the Board. It is expected that the Transaction Committee will take prompt action to recommend to the Board the hiring of a suitable investment banking firm or management consulting firm to assist the Transaction Committee in its evaluation. The Transaction Committee shall endeavor to complete its preliminary review and to report to the Board its findings by November 30, 2013. The Transaction Committee shall continue to serve at the pleasure of the Board; provided that during the Standstill Period the Transaction Committee shall not be dissolved (other than the Transaction Committee’s annual reconstitution at the Company’s organizational Board meeting following its annual shareholders’ meeting beginning with the annual meeting in 2014), and the Clinton Group Nominees shall not be removed from the Transaction Committee, without the consent of a majority of the Clinton Group Nominees elected at the 2013 Annual Meeting that are then-remaining on the Board.
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Transaction Committee. The Transaction Committee is composed solely of Disinterested Directors. The Transaction Committee has (i) unanimously determined that this Agreement and the transactions provided for herein, including the Merger, are fair to and in the best interest of the Company and the holders of Company Common Stock, and (ii) unanimously recommended to the Company’s Board of Directors that the Company adopt this Agreement and the transactions contemplated hereby, including the Merger, which determination and recommendation have not been subsequently withdrawn or modified in a manner adverse to Parent.
Sample 1
Transaction Committee. Except as set forth in this Section 6.04 or otherwise unanimously agreed by the voting members of the Transaction Committee, (1) the actions specifically delegated to the Transaction Committee pursuant to this Section 6.04 will not require the approval or consent of the Board or the Members, and (2) once an action is approved by the Transaction Committee, the voting members of the Transaction Committee will have the authority (subject to any specific limit on the delegation of authority in connection with such Transaction Committee approval or any subsequent determination of the Transaction Committee) to bind the Company and to execute on behalf of the Company any instrument in writing or any assignment or endorsement thereof giving effect to such action, in each case, to the extent consistent with such Transaction Committee approval and without requiring further consent or approval of the Transaction Committee, the Board or the Members. Notwithstanding any of the foregoing to the contrary, no approval by the Transaction Committee will be required to authorize (x) any Company Sale, Initial Public Offering, IPO Reorganization (subject to the first sentence of Section 11.04(a)) or Drag-Along Transaction, or (y) any action approved by the Board (including any action set forth in Section 6.03).
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Transaction Committee 
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Related to Transaction Committee

  • Negotiation Committee (A) The Union may designate certain employees to serve on its Negotiation Committee, and such employees will be granted administrative leave to attend negotiating sessions with the state. No employee shall be credited with more than the number of hours in the employee's regular workday for any day the employee is in negotiations. The agency shall not reimburse employees for travel, meals, lodging, or any expense incurred in connection with attendance at negotiating sessions. (B) No more than one employee shall be selected from the same work unit at any one time, nor shall the selection of an employee unduly hamper the operations of the work unit.

  • Evaluation Committee 16.2.1 The Association and the Board agree to establish a standing joint Evaluation Development Committee for the purpose of regularly reviewing the effectiveness of the policy, procedure and process, including the evaluation instrument, for the evaluation of teachers in the District and to provide recommendations to the Superintendent and Board by April 30.

  • Union Committee ‌ The Union shall appoint and maintain a Committee comprising persons who are employees of the Employer, and/or the Senior Union Official, or her/his representative, which shall be known as the Union Committee. The Union at all times shall keep the Employer informed of the individual membership of the Committee.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Selection Committee A. Each building site will appoint a selection committee for the TLS. The committee shall be comprised of equal numbers of teachers and administrators and at least one teacher will be appointed by the Des Moines Education Association. B. The committee will accept and review application for a TLS position and will make recommendations to the hiring administrator. In developing recommendations, the committee will utilize measures of teacher effectiveness and professional growth, consider the needs of the school district and review the performance and professional development of the applicants. Teachers who are selected must meet all of the qualification contained in the TLS grant and contained in the law.

  • Joint Consultation Committee 8.01 On the request of either party, the parties must meet at least once every four (4) months, for the purpose of discussing issues relating to the workplace that affect the parties or any employee bound by the Agreement. 8.02 The purpose of the consultation committee is to promote the cooperative resolution of workplace issues, to xxxxxx the development of work related skills and to promote workplace productivity, and to identify opportunities for improved patient care. 8.03 Up to two (2) employees who are members of the joint consultation committee shall be granted leave without loss of pay or receive straight-time regular wages while attending meetings of the committee, up to a maximum of two (2) hours’ pay. 8.04 Pay for such meetings will be limited to two (2) hours and employees attending such meetings will not receive overtime wages.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • LIAISON COMMITTEE 8.1 The Law Society shall establish a committee to include, without limitation, representatives from Qualifying Insurers, the Law Society, and the ARP Manager (the Liaison Committee). 8.2 The purpose of the Liaison Committee shall include: 8.2.1 reviewing the arrangements relating to the provision of compulsory professional indemnity insurance to members of the solicitors’ profession generally; and 8.2.2 considering proposed amendments to such arrangements, including proposed variations to the Rules, the Minimum Terms or the standard form Qualifying Insurer’s Agreement. 8.3 The terms of reference relating to the Liaison Committee shall be as determined by the Law Society from time to time.

  • Consultative Committee (a) To assist in creating a stable and co-operative environment for the project, a consultative committee has been established which shall operate in accordance with its charter. It is not the objective of parties to this clause that the committee would over-ride the function and responsibilities of management or unions.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

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