Voting Committee Sample Clauses

Voting Committee. During the Initial Period, a committee of Holdco officers will be specifically charged with overseeing the PubliCo shares held by HoldCo, including exercise of voting rights on the PubliCo shares. The initial committee members will be Xxxxx Xxxxxxxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxx. • During the Initial Period, any vacancies on the committee will be filled by the remaining committee member(s), or, if none, by the Holders of Class 11-A Interests (by vote of holders of a majority of Class II-A Interests), • After the Initial Period, this committee will be dissolved, and the shares voted in accordance with the stockholders agreement. • Additional Protections. After the Reorganization, the approval of the holders of Class II-B Interests (by vote of holders of a majority of Class II-B Interests) will be required for HoldCo to (1) enter into any new line of business, (2) incur any material indebtedness (other than in bona fide financing transactions), or (3) issue new HoldCo equity interests that dilute Class II-B Interests (other than any such issuance for fair value (as determined by an independent financial advisor)). HoldCo will not issue any new HoldCo equity interests that dilute Class II-A Interests. Membership Interests:
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Voting Committee. 8.1 Subject to Clause 8.11 below, the Voting Committee established pursuant to this Instrument shall direct the Voting Trustee how to exercise with respect to the Qualifying Class B Shares all voting rights and powers attendant thereto, including, but not limited to, the right to assent or consent with respect thereto, and to take part in and consent to any corporate or shareholder action of any kind whatsoever (“Voting Direction”).
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Voting Committee. The Company covenants and agrees that it will take all necessary actions to direct the Company=s Board of Directors to immediately establish the Voting Committee and to appoint three (3) members of the Board to such committee, all of whom shall be outside directors who are not members of the Company's management or an affiliate of Sudikoff, as defined above. One of such members shall be the representative of Pequot Capital or of any venture capital fund not affiliated with the Company or Sudikoff serving on the Board for so long as Pequot Capital or such fund, as the case may be, shall have a representative serving on the Board and such representative shall be willing to serve as a member of the Voting Committee. In that regard, the Voting Committee shall act as proxy holder pursuant to the terms of this Agreement. The Voting Committee shall be maintained by the Board of Directors through the term of this Agreement. All votes by the Voting Committee with respect to the Shares may only be made by the unanimous consent or resolution thereof, and any member of such Committee may, on behalf thereof, vote the Shares pursuant to the proxy granted hereunder in the manner specified by such consent or resolution. In the event that the Voting Committee is unable to agree unanimously, the Voting Committee shall cause such Shares to be present at any meeting of the Company's shareholders but shall be recorded as abstentions.
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Voting Committee. (a) A voting committee (the "Voting Committee") consisting of four individuals designated by Peak and one individual designated by the Shareholders' Agent shall be formed on the date hereof. The initial designees of Peak to such committee shall be Xxxxx X. Xxxxx, Xxxxxx Xxxxxx, M.D., Xxxxxxx Carbon, M.D., and Xxxx Xxxxxx, M.D. (the "Peak Designees"). The initial designee of the Shareholders' Agent shall be Xxxxxx Xxx (the "HDA Designee"). Notwithstanding any provision contained herein, in the event of Xxxxxx Xxx'x unavailability for any meeting of the Voting Committee, the HDA Directors shall have full power to act as the HDA Designee. If any Peak Designee resigns from such committee, the Peak Shareholders shall have the right to designate such person's replacement on such committee. If the HDA Designee resigns from such committee, the Shareholders' Agent shall have the right to designate such person's replacement on such committee. The members of the Voting Committee shall designate a secretary of such committee (the "Secretary").
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Voting Committee i. The Trust will have a voting committee of three (3) persons and their respective alternates (the “ Voting Committee”).
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Related to Voting Committee

  • 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.

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

  • 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.

  • 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:

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • 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:

  • The Board of Directors AGREES TO—

  • Steering Committee The Project Manager shall set up a Steering Committee for the Project, consisting of representatives from the Department, the Contractor, and any other key organisations whom the project will impact on, to be agreed between the parties. The function of the Steering Committee shall be to review the scope and direction of the Project against its aims and objectives, monitor progress and efficiency, and assess, manage and review expected impact and use of the findings from the Project. The Committee shall meet at times and dates agreed by the parties, or in the absence of agreement, specified by the Department. The Contractor’s representatives on the Steering Committee shall report their views on the progress of the Project to the Steering Committee in writing if requested by the Department. The Contractor’s representatives on the Steering Committee shall attend all meetings of the Steering Committee unless otherwise agreed by the Department.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

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