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

  • All out of pocket costs and expenses (including attorneys’ fees) incurred by the Special Nominating Committee shall be paid or reimbursed by the Corporation.

  • The Special Nominating Committee shall consist of three Directors, each of whom shall be an Independent Director.

  • Without limiting the foregoing, the Special Nominating Committee is expressly authorized to retain attorneys and other advisors at the expense of the Corporation.

  • The “Prior Significant Stockholder” means the Person that, together with its Affiliates or members of a group to which such Person belongs, Beneficially Owned 40% or more of the Outstanding Voting Securities immediately prior to the Special Nominating Committee ceasing to exist pursuant to this Section 6.2(c).

  • In the event that a decision is required to be made by the disinterested members of the Board under this Article 12 at a time prior to the dissolution of the Special Nominating Committee, all references in this Article 12 to the disinterested members of the Board shall be deemed to be referring to the Special Nominating Committee.

  • 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 Board or death shall be filled exclusively by a majority of the Special Nominating Committee then in office or by the sole remaining member of the Special Nominating Committee.

  • 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.

  • In the absence of the President, or in the event of the President¹s inability or refusal to act, the President-elect shall perform the duties of the President.

  • The Special Nominating Committee shall initially consist of Marc S.

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 114;

  • 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 committee referred to as such in, and established pursuant to, Article 133;

  • 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.

  • OH&S Committee is referred to hereafter, read “body nominated to implement policy on site”.

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

  • 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 managing committee entrusted with the management of a trade union;

  • 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.

  • Management Committee means in the case of a Competition which is an unincorporated association, the management committee elected to manage the running of the Competition and where the Competition is incorporated it means the Board of Directors appointed in accordance with the articles of association of that company.