Voting Committee Sample Clauses

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”). (a) For purposes of this Clause 8, during the lifetime of Xxxxx Xxxxxx while he is not Incapable, the term “Voting Committee” means Xxxxx Xxxxxx and such other person or persons as Xxxxx Xxxxxx may from time to time revocably or irrevocably appoint; provided, however, that a new or additional member of the Voting Committee may be appointed by Xxxxx Xxxxxx only with the prior or simultaneous written consent of McDonald’s unless such new or additional member is a Xxxxx Family Member or is a member of Senior Management. (b) For purposes of this Clause 8, after the death of Xxxxx Xxxxxx or during such time or times that Xxxxx Xxxxxx is Incapable, the term “Voting Committee” means, subject to Clause 8.4 below, a committee consisting of the following persons:
Sample 1Sample 2
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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.
Sample 1
Voting Committee i. The Trust will have a voting committee of three (3) persons and their respective alternates (the “ Voting Committee”). ii. The initial members of the Voting Committee are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) years as of the Effective Date, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment to the Voting Committee or any replacement of its members shall be approved by the members of the Technical Committee appointed by the Voting Committee, or otherwise appointed by majority of votes of the Series A Directors. In any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance of the term being replaced. iv. The members of the Voting Committee shall be Independent.
Sample 1
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"). (b) In the event the Shareholders of the Company are voting or consenting to any matter, at the written request of the HDA Designee to the Company, the Voting Committee shall be convened for a meeting in person or via telephone to consider each issue on which the Shareholders of the Company are entitled to vote. The Secretary shall give each member of the Voting Committee five days' notice of any meeting of the Voting Committee unless an emergency exists which requires shorter notice. Such notice shall state all of the matters on which the Voting Committee shall act at such meeting, and no matters shall be acted on at such meeting which are not stated in such notice unless each of the members of the Voting Committee consents to or ratifies such action being taken at such meeting. At all meetings of the Voting Committee, three or more members of the Voting Committee, present in person or represented by proxy, shall constitute a quorum. If a meeting of the Voting Committee cannot be organized because of the absence of a quorum, the members present may adjourn the meeting to such time and place as it may determine. The acts of a majority of the members of the Voting Committee, present in person or by proxy and voting at a meeting having a quorum, shall be the acts of the Voting Committee. The Peak Designees shall vote as they are required to vote in accordance with any agreements regarding such votes among the Peak Shareholders. (c...
Sample 1

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.

  • Negotiating Committee The Hospital agrees to recognize a Negotiating Committee comprised of representatives of the Association for the purpose of negotiating a renewal agreement. The number of nurses on the Negotiating Committee is set out in the Appendix of Local Provisions. The Hospital agrees to pay members of the Negotiating Committee for time spent during regular working hours in negotiations with the Hospital for a renewal agreement up to, but not including, arbitration.

  • Standing Committee Standing Committees shall be maintained in the following manner: (1) The Mill Manager shall appoint a Company Standing Committee of three (3) individuals which shall represent the Company. (2) The Union shall select from its membership a Union Standing Committee of three (3) which shall represent the Union for the purposes stated in this Agreement.

  • 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. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • 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: (i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details; (ii) Composition that includes at least an equal number of local representatives as state representatives; (iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their communities, their abatement needs, and proposals for abatement strategies and responses; and (iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.

  • 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. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

  • 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.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Joint Committee 10.1 The Councils shall form the joint committee ("Joint Committee") for the purpose of overseeing and co-ordinating the discharge of the Councils' obligations in relation to the City Deal and to carry out the functions set out in Schedule 2 (Joint Committee Terms of Reference) and the Joint Committee shall be known as the "Cardiff Capital Region Joint Cabinet", "Joint Cabinet" or "Regional Cabinet" (as the context requires). 10.2 The Joint Committee may carry out such other functions as the Councils determine from time to time and approve as a "Matter Reserved To The Councils". 10.3 The Joint Committee shall not have power to approve any "Matter Reserved To The Councils" pursuant of Clause 9.1.3 ("Matter Reserved To The Councils"). 10.4 Each Council shall appoint one (1) elected member representative to the Joint Committee. The Chairperson of the Joint Committee shall be an elected member representative of a Council appointed to the Joint Committee and shall rotate amongst the Councils on an annual basis. 10.5 Each Council shall be entitled from time to time to appoint a deputy for its representative but such deputy (in each case) shall only be entitled to attend meetings of the Joint Committee in the absence of his or her corresponding principal. 10.6 Each Council shall be entitled to invite appropriate third parties to observe Joint Committee Meetings and such third parties shall be entitled to take part in such Joint Committee Meetings at the discretion of the Chairperson of the Joint Committee. Such observers shall not have a vote. 10.7 The Regional Programme Director shall attend the Joint Committee meetings but shall not have the right to vote on any Joint Committee Matters. 10.8 Each Council may, at their discretion, replace their representatives (and their respective deputies) appointed to the Joint Committee, provided that:- 10.8.1 at all times, they have representatives appointed to the Joint Committee in accordance with the roles identified in Schedule 2 (Joint Committee Terms of Reference); and 10.8.2 any such replacement shall have no lesser status or authority than that set out in Schedule 2 (Joint Committee Terms of Reference) unless otherwise agreed by the Councils. 10.9 The Joint Committee shall meet on at least a quarterly basis during the second Accounting Period and thereafter as and when required in accordance with the timetable for the City Deal and, in any event, at appropriate times and on reasonable notice (to be issued through the Regional Programme Director) to carry out the Joint Committee Matters referred to in Schedule 1 (Delegations Policy) and in carrying out such activities. 10.10 The Regional Programme Director shall circulate a meeting agenda and any relevant information wherever possible at least five (5) Business Days prior to the Joint Committee meeting and any representative may add to the meeting agenda (i) prior to the Joint Committee meeting by written request to the Regional Programme Director and/or (ii) by request to the Chairperson at the start of the Joint Committee meeting. 10.11 The quorum necessary for a Joint Committee meeting shall be an elected member or appropriate deputy appointed pursuant to Clause 10.5 (Joint Committee) from at least seven (7) of the Councils at the relevant time. 10.12 At meetings of the Joint Committee each elected member or appropriate deputy appointed pursuant to Clause 10.5 (Joint Committee) above from each Council shall have one vote. The Chairperson shall be granted a casting vote provided always that the Councils agree and acknowledge that the Chairperson shall not under any circumstances exercise such casting vote. Decisions at meetings of the Joint Committee will be taken by a majority vote of a quorate meeting. The Regional Programme Director shall not have a vote. 10.13 If, at a meeting of the Joint Committee, a matter is not determined pursuant to Clause 10.12 above, that matter ("JC Unresolved Matter") shall be deferred for consideration at the next Joint Committee meeting which shall be convened within ten (10) Business Days of that meeting. If at the reconvened Joint Committee meeting the JC Unresolved Matter is not determined, the JC Unresolved Matter shall become a "Matter Reserved To The Councils" and shall be deferred for consideration by each Council. Each Council shall each use its reasonable endeavours to convene a full Council meeting of its councillors as soon as reasonably practicable and in any event within three (3) weeks of the Joint Committee Meeting. Where a JC Unresolved Matter is referred to each Council as a "Matter Reserved to each Council" and is not approved unanimously by each Council, the JC Unresolved Matter shall not be agreed and shall not be implemented by the Joint Committee. 10.14 Each Council shall provide all information reasonably required upon request by the Joint Committee to the Regional Programme Director and shall comply with any decisions of the Joint Committee to request such information. 10.15 Each Council shall consult with the other Councils to ensure the diligent progress of the day to day matters relating to the discharge of the Councils' obligations in relation to the City Deal. 10.16 Where a Council wishes to provide any information and/or serve a notice or demand on the Joint Committee, this should be served on the Regional Programme Director in accordance with Clause 23.3 (Notices). The Regional Programme Director shall keep a record of all information, notices and demands received and shall update each representative promptly. 10.17 The Councils agree and acknowledge that the Joint Committee shall adopt the Accountable Body's prevailing contract standing orders, financial procedure rules, codes of conduct and such other applicable policies and procedures for and behalf of the Councils in the discharge of its obligations under this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!