Special Nominating Committee definition

Special Nominating Committee means the Committee of the Board established pursuant to Section 6.2 of this Certificate. The Special Nominating Committee shall, and shall have the authority pursuant to Section 141(a) of the DGCL to, exercise and perform the powers and duties otherwise conferred or imposed on the Board under the DGCL to take all actions and make all determinations which (a) this Certificate, (b) the By-Laws, or (c) the Stockholder Agreement, provide shall be taken or made by the Special Nominating Committee, and to enforce, amend or waive the terms of the Stockholder Agreement on behalf of the Corporation, subject to and in accordance with the provisions of the Stockholder Agreement.
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Special Nominating Committee has the meaning set forth in Section 9.7(b).
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Special Nominating Committee shall consist of the Special Committee Nominated Board Members then in office. Any vacancy on the Special Nominating Committee that results from one of such individuals’ (or his or her successor’s) resignation or removal from the Purchaser’s board of directors or death shall be filled exclusively by the remaining member or members of the Special Nominating Committee then in office. Each Seller agrees to vote all shares of capital stock of Purchaser held or controlled by it for the election of directors of Purchaser in favor of all persons nominated (i) initially by Zxxxxxx and (ii) thereafter by the Special Nominating Committee to serve as Special Committee Nominated Board Members during the applicable five (5) year period. Each Seller shall also cause Persons elected or designated (i) initially by Zxxxxxx and (ii) thereafter by the Special Nominating Committee to constitute the same percentage (rounded up to the next whole number) of each committee of the board of directors of Purchaser as the Special Committee Nominated Board Members are to the Purchaser’s board of directors, to the extent permitted by applicable Laws and the marketplace rules of the NASDAQ Stock Market. During the applicable five (5) year period, unless required by applicable Law or applicable fiduciary duties or for removal for good cause or as specified in this Section 9.7(b), the Sellers shall not take any action to remove any Special Committee Nominated Board Members.
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Examples of Special Nominating Committee in a sentence

  • In the case of such an election, nomination of an officer to fill a vacancy shall be made by a Special Nominating Committee appointed by the Executive Committee of the Medical Staff.

  • Nomination of Officers of the Medical Staff shall be made bi-annually by a Special Nominating Committee appointed by the Executive Committee of the Medical Staff.

  • The candidates for Chair, Vice Chair and Secretary shall be nominated by a Special Nominating Committee consisting of the current Chair and the immediate past Chair, one of whom shall serve as Chair of the Special Nominating Committee, the President and two trustees selected by the Governance Committee.

  • ELECTION OF OFFICERS Nomination of Officers of the Medical Staff shall be made bi-annually by a Special Nominating Committee appointed by the Executive Committee of the Medical Staff.

  • The Governance Committee is also responsible for appointing certain members of the Special Nominating Committee and monitoring and making recommendations regarding the bylaws.

  • If a member of the Special Nominating Committee becomes a candidate for the office of Chair, Vice Chair or Secretary that member shall be replaced with a trustee selected by the Executive Committee.

  • The Special Nominating Committee shall present the candidates nominated for Chair, Vice Chair and Secretary to the Board for approval and election to office by majority vote of a quorum of the Board.

  • The Special Nominating Committee shall establish a procedure to obtain input from all trustees concerning desirable qualities for a candidate for Chair, Vice Chair and Secretary and suggested candidates for those offices.

  • If the Chair or immediate past Chair is unwilling or unable to serve on the Special Nominating Committee, their replacement(s) shall be selected by the Executive Committee.

  • The Regional Director will be an ordained minister in the Missionary Church nominated by a Special Nominating Committee of six, three lay members and three ordained ministers, appointed by the Regional Oversight Council.

Related to Special Nominating Committee

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

  • Governance Committee means the Governance Committee of the Board.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 116;

  • Listing Committee the listing committee of the Stock Exchange;

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

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

  • OPSI Advisory Committee means the committee established under Tariff, Attachment M, section III.G.

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

  • Advisory Committee means the Employer's Advisory Committee as from time to time constituted.

  • Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):

  • Banning Committee means a Committee constituted for the purpose of these guidelines by the competent authority. The members of this Committee shall not, at any stage, be connected with the tendering process under reference.

  • Nominations Committee means the nominations committee established pursuant to Article 100(k).

  • Standing Committee means a permanent committee with a regular meeting schedule and designated subject matter jurisdiction that is authorized by the Rules of the Senate or the Rules of the House of Representatives.

  • 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.

  • Coordinating Committee means the committee designated and elected as provided in section 16d in connection with a township consolidation.

  • Negotiating Committee means a three-member group comprised by representatives of the following: (1) the State; and (2) two representatives of Local Governments of which one representative will be from a Municipality and one shall be from a County (collectively, “Members”) within the State. The State shall be represented by the Attorney General or her designee.

  • Board Committee means those individual Directors who have been appointed by the Board of Directors with the powers and responsibilities specified in Article V and to which has been delegated any fiduciary responsibilities of the Board of Directors with respect to the Plan.

  • Regional Committee means the regional committee on school

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

  • Executive Committee means a group of directors elected or appointed to act on behalf of, and within the powers granted to them by, the Commission.

  • Selection Committee means a committee of individual(s) who evaluate and rank proposals; conduct negotiations; and makes a contract award recommendation to the District and its respective Committees.

  • Finance Committee means the Finance Committee of the University;

  • Peer review committee means one or more persons acting in a peer review capacity who also serve as an officer, director, trustee, agent, or member of any of the following:

  • Managing Committee means the individual or the body of individuals entrusted or charged with the management and administration of a private educational institution and where a society, trust, or an association manages more than one such institution, includes the managing committee of each such institution;

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

  • Hearing Committee means the committee appointed pursuant to this Plan to hear a request for an evidentiary hearing that has been properly filed and pursued by a practitioner.