Examples of Fairness Committee in a sentence
The Board of Directors shall establish a Fairness Committee and shall have the authority to appoint and dismiss its members.
At least one of the members of the Fairness Committee shall be independent.
Pursuant to MSA Section 21.200(501), the Corporation's management is hereby divided into (1) a Fairness Committee which, to the extent required by the Corporation's loan documents, shall review and approve certain transactions and (2) a Board of Directors, which shall have the power to determine all management issues regarding the business and affairs of the Corporation, subject to the required approval of certain transactions by the Fairness Committee.
Each Director of the Corporation who is not a 10% Stockholder and has served continuously since before any current establishment of the Fairness Committee, shall be a member of such committee; no other Director shall be a member of the committee unless chosen unanimously by the other members.
It shall be the duty of the Fairness Committee to make a separate determination as to the fairness to the Corporation and all of its stockholders of transactions that are not in the ordinary course of the business of the Corporation.
A Fairness Committee of the Board of Directors of the Corporation is hereby established during any period of the existence of a 10% Stockholder.
The Corporation shall pay all the reasonable expenses of the Fairness Committee, including the fees and expenses of persons (including former members of the committee) hired to assist the committee or its members in their tasks, and expenses incurred by the members of the committee in the course of attending its meetings or otherwise carrying out its functions.
The Fairness Committee shall act by a majority of its members, and shall establish such other rules of procedure as it sees fit to govern its actions; provided, however, that it shall have no power to take any action unless there are at least three members in agreement on such action.
If the Fairness Committee shall be unable to act, a majority of all present and former members of the Fairness Committee shall have the power to determine who is a 10% Stockholder, what transactions are extraordinary, and what percentage of the outstanding shares of the Common Stock of the Corporation that are not held by any 10% Stockholder have voted to ratify any extraordinary transaction.
The Fairness Committee shall have the power to interpret and to determine the satisfaction of all the terms, provisions and requirements of this Article VII.