Actions of the Committee Sample Clauses

Actions of the Committee. The Sellers hereby authorize the Committee to sign the Escrow Agreement on behalf of the Sellers. A decision, act, consent or instruction of the Committee (acting by the affirmative agreement of a majority of the members thereof) shall constitute a decision of all the Sellers, and shall be final, binding and conclusive upon each of the Sellers, and the Escrowee and Buyer may rely upon any decision, act, consent or instruction of the Committee as being the decision, act, consent or instruction of each and all of the Sellers. The Escrowee and Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Committee. Although the Committee shall not be obligated to obtain instructions from the Sellers prior to any decision, act, consent or instruction, if, and to the extent that, the Committee receives any written instructions from the holders of a majority of the Fully Diluted Shares, the Committee shall comply with such instructions and such instruction shall be binding as if unanimously given by all Sellers even if some Sellers dissent thereto.
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Actions of the Committee. Any act authorized or required to be taken by the Committee shall be taken by a decision of the majority of the members acting at the time. Any decision of the Committee may be expressed by a vote at a Committee meeting or in writing, signed by all members of the Committee, without a meeting. All allocation statements, notices, directions, approvals, instructions and all other communications required or authorized to be given by the Committee under this Plan shall be in writing and signed by a majority of the members of the Committee. The Committee may, however, by an instrument in writing signed by all the members and filed with the Trustee, designate one or more if its members as having the authority to sign all such communications on behalf of the Committee. Until notified in writing to the contrary, the Trustee shall be fully protected in acting in accordance with all communications which it considers genuine and to have been signed on behalf of the Committee by the members authorized to sign communications. If at any time for any reason the Committee shall be unable to act with respect to any matter, the Employer shall act with respect to that matter and its action shall be final and it shall be binding upon all persons.
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Actions of the Committee. The Committee (including any person or entity to whom the Committee has delegated duties, responsibilities or authority, to the extent of such delegation) has total and complete discretionary authority to determine conclusively for all parties all questions arising in the administration of the Plan, to interpret and construe the terms of the Plan and to determine all questions of eligibility and status of members, Participants and Beneficiaries under the Plan and their respective interests. Subject to the claims procedures of Article 9, all determinations, interpretations, rules and decisions of the Committee (including those made or established by any person or entity to whom the Committee has delegated duties, responsibilities or authority, if made or established pursuant to such delegation) are conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.
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Actions of the Committee. Each member of the Independent Adjudication Committee shall have one vote. Fifty percent of the members of the Committee, rounded up, shall constitute a quorum. Except as provided in Sections 10, 20 and 22, all decisions of the Committee shall be made by majority vote of the members at a meeting at which a quorum exists. Appendix F Model term sheet for Framework Agreement
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Actions of the Committee. At such time as the Company, for any purpose, conducts a meeting of, solicits written consents from or otherwise seeks a vote of its shareholders ("Shareholder Action"), the Committee shall act as follows: (a) The Chairperson shall cause a meeting of the Committee ("Meeting") to be held, and, at the Meeting, the Committee shall determine, in accordance with this Section 5, how the Subject Shares shall be voted with respect to the Shareholder Action. (b) The Chairperson shall set the date, time and location of each Meeting (and any Meeting may be held immediately prior to a meeting of the shareholders of the Company). Provided, however, the Chairperson shall use reasonable efforts to accommodate each of the Committee Members with respect to the date, time and location of each Meeting. Unless otherwise agreed to by all of the Committee Members, Meetings shall be held within Utah County or Salt Lake County of the State of Utah. (c) Unless waived by all Committee Members, Meetings must be preceded by at least five (5) days notice of the date, time and location of the Meeting. Notice may be communicated in person, by telephone, by any form of electronic communication or by mail or private carrier. Nevertheless, wherever possible, notice of any Meeting shall be given by facsimile at a number which shall be designated in writing by each Committee Member from time to time. (d) A Committee Member may waive notice of any Meeting. A waiver of notice need not be in writing and the attendance of a Committee Member at a Meeting shall constitute a waiver of notice of such Meeting. (e) Four (4) Committee Members shall constitute a quorum for the taking of action at any Meeting. (f) If a quorum is present when a vote is taken, the affirmative vote of a majority of Committee Members present is the act of the Committee. If no affirmative vote of a majority of the Committee Members present is obtained, (i) if the Board of Directors of the Company has recommended approval of the Shareholder Action, all of the Subject Shares shall be voted in favor of the Shareholder Action, (ii) if the Board of Directors of the Company has recommended a vote against the Shareholder Action, all of the Subject Shares shall be voted against the Shareholder Action, and (iii) if the Board of Directors of the Company has not recomended either the approval of or a vote against the Shareholder Action, one-half (1/2) of the Subject Shares shall be voted in favor of the particular Shareholder Action and...
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Actions of the Committee. All determinations, interpretations, rules, and decisions of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.
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Related to Actions of the Committee

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will: (a) Present for payment any Securities which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that the Bank or Subcustodian is actually aware of such opportunities. (b) Execute in the name of the Customer such ownership and other certificates as may be required to obtain payments in respect of Securities. (c) Exchange interim receipts or temporary Securities for definitive Securities. (d) Appoint brokers and agents for any transaction involving the Securities, including, without limitation, affiliates of the Bank or any Subcustodian. (e) Issue statements to the Customer, at times mutually agreed upon, identifying the Assets in the Accounts. The Bank will send the Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless the Customer sends the Bank a written exception or objection to any Bank statement within ninety (90) days of receipt, the Customer shall be deemed to have approved such statement. The Bank shall, to the extent permitted by law, be released, relieved and discharged with respect to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by the decree of a court of competent jurisdiction in an action where the Customer and all persons having or claiming an interest in the Customer or the Customer’s Accounts were parties if: (a) the Customer has failed to provide a written exception or objection to any Bank statement within ninety (90) days of receipt and where the Customer’s failure to so provide a written exception or objection within such ninety (90) day period has limited the Bank's (i) access to the records, materials and other information required to investigate the Customer’s exception or objection, and (ii) ability to recover from third parties any amounts for which the Bank may become liable in connection with such exception or objection, or (b) where the Customer has otherwise explicitly approved any such statement. All collections of funds or other property paid or distributed in respect of Securities in the Custody Account shall be made at the risk of the Customer. The Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Bank or by its Subcustodians of any payment, redemption or other transaction regarding Securities in the Custody Account in respect of which the Bank has agreed to take any action under this Agreement.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • Determinations of Director Pursuant to the Act and Section II of the Agreement and subject to the remaining terms and provisions of the Agreement and all Appendices thereto, the Director hereby determines that the financial assistance to be provided by the OPWC to the Recipient is in compliance with the Act and is provided to the Recipient for the sole and express purpose of financing the Eligible Project Cost and/or reimbursing the Recipient for such Eligible Project Cost.

  • Mandate of the Committee The mandate of the Education Worker Diverse and Inclusive Workforce Committee is to jointly explore and identify best practices that support diversity, equity, inclusion and to ▇▇▇▇▇▇ diverse and inclusive workforces reflective of Ontario’s diverse communities.

  • Composition of the Committee The Committee will comprise: - one (1) retiree appointed by OPSEU CAAT Academic - one (1) retiree appointed by OPSEU CAAT Support - one (1) retiree appointed by the Ontario Colleges Administrative Staff Association (OCASA) - three (3) management representatives appointed by the Council - one (1) resource person appointed by OPSEU - one (1) resource person appointed by OCASA - one (1) resource person appointed by the Council Additionally, when necessary, representatives of insurance carriers shall attend meetings to provide information but shall not act as resource persons for any of the parties.