Independent Special Committee definition

Independent Special Committee means a committee of the Board comprised solely of Independent Directors.
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Examples of Independent Special Committee in a sentence

  • Taylor is also the chairman of the Inergy Independent Special Committee (“ISC”).

  • The following were available to provide information to the Directors: Stephan Alexander (member of the Independent Special Committee of Telemar Norte Leste S.A.), Alvaro Bandeira (member of the Independent Special Committee of the Company) and Luiz Alberto Pereira de Mattos (member of the Independent Special Committee of Tele Norte Leste Participações S.A.).

  • In connection with the preparation of this opinion, we have not been authorized by either the Board or the Independent Special Committee of the Board to solicit, nor have we solicited, third-party indications of interest with respect to a business combination or other extraordinary transaction involving the purchase of Wedgestone Financial or any of its subsidiaries or assets.

  • AGENDA AND RESOLUTIONS: The directors, after considering and discussing the qualifications of the individuals considered for the Independent Special Committee (the “Committee”), which will assess the conditions of the proposed mergers of Tele Norte Leste Participações S.A. and Coari Participações S.A. into Brasil Telecom S.A. (the “Company”), in accordance with the requirements of CVM instruction No. 35/08, approved, pursuant to Article.

  • In the event the Company fails to enforce or take any action under this Agreement as directed or approved by an Independent Special Committee or a majority of the Independent Directors then serving on the Board, the Independent Directors shall have the right, in the name and on behalf of the Company, to specifically enforce and take any action reasonably necessary to enforce and perform the terms and condition hereof on behalf of the Company.

  • Also in attendance were Alex Waldemar Zornig, Tarso Rebello Dias, José Augusto da Gama Figueira, Maria Gabriela Campos da Silva Menezes Côrtes and Daniella Geszikter Ventura (representatives of the Company), Jorge Eduardo Badra Donato, Luiz Alberto Pereira de Mattos and Luiz Carlos Vieira da Silva (members of the Independent Special Committee of the Company (the “Committee”)), Bruno Amaral and Anna Daher (representatives of Banco BTG Pactual S.A., financial advisor to the Committee).

  • Proposal to amend the Company’s Bylaws, to provide for the creation of an Independent Special Committee to evaluate the proposed merger of the Company into Brasil Telecom S.A.

  • As stated in “(ii) Details of the Consideration” of “(A) Establishment of an Independent Special Committee by the Company and Acquisition of a Report by the Company from the Special Committee” above, the special committee confirmed the reasonableness of the contents of the business plan, the material assumptions, and the preparation process.

  • It was clarified that the Partial Split-Off with the acquisition of the split-off portion by Coari, which will precede the Share Exchange, will not affect the exchange ratios negotiated and recommended by the Independent Special Committee and approved by the Boards of Directors of TNL, TMAR and BRT, since these exchange ratios were negotiated and approved based on the trading prices of shares of TNL, TMAR and BRT.

  • Proposal to amend the Company’s Bylaws, to provide for the creation of an Independent Special Committee to evaluate the proposed mergers of each of Tele Norte Leste Participações S.A. and Coari Participações S.A. into the Company.

Related to Independent Special Committee

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • independent review committee means the independent review committee of the investment fund established under National Instrument 81-107 Independent Review Committee for Investment Funds;

  • Independent Firm has the meaning set forth in Section 10.03 of this Agreement.

  • Independent Board Committee means the independent board committee of the Company

  • Independent representative means a person who:

  • Evaluation Committee means a body appointed to perform the evaluation of Offerors’ proposals.

  • Independent Committee means a committee of the board of directors of the General Partner made up of directors that are “independent” of Brookfield and its Affiliates, as contemplated by applicable securities Laws;

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.

  • Independent school means a school which is an efficient school within the meaning of the School Education Act 1999 and which is not administered by or on behalf of the Government of Western Australia.

  • Transition Committee shall have the meaning set forth in Section 2.14.

  • Independent study means a subject/program/activity that a person pursues autonomously that meets standards for approval criteria in the rules and includes a posttest.

  • Independent Financial Consultant means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom:

  • Operating Committee means the Operating Committee of Epoch which meets frequently and is responsible for implementing the Company’s strategy, making operational decisions and overseeing the day-to-day running of the Company.

  • Independent Manager shall refer to a member of the Board that meets the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company, the Administrator and their respective affiliates. In the event a Special Committee is formed, the term “Independent Manager” shall, as the context requires, refer generically to each Independent Manager.

  • Steering Committee shall have the meaning set forth in Section 3.1.

  • Joint Committee means the Joint Committee established by Article 164(1) of the withdrawal agreement;

  • Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Independent review organization means an entity that is accredited to conduct independent external reviews of adverse benefit determinations.

  • Joint Remediation Committee has the meaning set forth in Section II.A.2.

  • Screening Committee means the State level Screening Committee constituted in terms of sub-rule (2) of rule 123 of these rules.

  • Sub-Committee means a committee of a committee created by the board.

  • Company Board of Directors means the board of directors of the Company.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 114;

  • Technical Advisory Committee means a committee established under section 12;

  • Independent Auditors has the meaning set forth in Section 3.2.

  • Joint Steering Committee or “JSC” has the meaning set forth in Section 3.1.