Board Committees Sample Clauses

Board Committees. (a) At any time when at least one (1) Walgreens Director is a member of the Board, each committee of the Board shall include (to the extent that a Walgreens Director elects to serve on such committee), as a full member with the same voting and other privileges as other members of such committee, at least one (1) Walgreens Director, subject to such Walgreens Director meeting the applicable eligibility requirements for such committee mandated by Applicable Law or the charter of such committee; provided, that to the extent more than one (1) Walgreens Director shall meet such eligibility requirements, WBA shall determine which such one (1) Walgreens Director shall be entitled to be included as a member of such committee. (b) Until no Walgreens Director serves as a director on the Board (and WBA either no longer has any rights under this Article I to designate any Walgreens Designee to serve on the Board or irrevocably waives any such rights), the Company shall not amend the charter, bylaws or any other organizational documents of the Company, or the charter or other governing documents of any committee of the Board, in any manner that, either directly or indirectly through impact or effect, adversely and disparately affects the ability of any Walgreens Director to be a member of any such committee. (c) Notwithstanding anything to the contrary in this Section 1.4, no Walgreens Director shall be entitled to serve on any ad hoc, special or similar committee established by the Board to consider a matter with respect to which the Board has determined in good faith, following consultation with outside counsel to the Company, that WBA or its Affiliates (expressly including Walgreens Boots Alliance Development GmbH), or such particular Walgreens Director, as applicable, has a conflict with respect to such matter.

Board Committees. The Director hereby agrees to serve on Audit, Compensation and Nominating Committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

Board Committees. The Board may organize such committees of the Board as it deems reasonably necessary to effectively govern the Company.

Board Committees. The Company and the Board agree that subject to (A) compliance with applicable New York Stock Exchange listing requirements, being, as of the date hereof, those set forth in Sections 303A.02 and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law and (B) compliance with changes in applicable law after the date hereof, if the Icahn Designees are elected to the Board at the 2014 Meeting, no later than the earlier of (x) the first action at the first meeting of the Board following the 2014 Meeting and (y) five (5) business days following the 2014 Meeting, and at all times thereafter so long as the Icahn Designees are members of the Board or have the right to designate a Replacement (and the Shareholders or Icahn Designees have not notified the Company that they intend not to exercise such right), to include one Icahn Designee on each of the Governance Committee, the Executive Compensation Committee, the Finance Committee and the Health, Safety and Environment Committee; it being understood that (i) in relation to the Executive Compensation Committee and/or the Governance Committee, if the definitive Minder Ordinance (as defined below) so requires, the inclusion of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board and such committees by the Company's shareholders at the 2014 Meeting, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election of the applicable Icahn Designee to such committees (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate), (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, ▇▇. ▇▇▇▇▇▇▇▇▇ could serve on two (2), but not three (3) or more committees and ▇▇. ▇▇▇▇▇▇▇▇ could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the r...

Board Committees. (A) Unless otherwise approved by a majority vote of each of the Class A DHI Common Stock and the Class B DHI Common Stock with respect to which a Designation Rights Trigger Event has not previously occurred, in each case, voting separately as a class, the Board shall initially establish and maintain in effect at all times: (1) an executive committee comprised solely of Group II Directors and Group III Directors (the “Executive Committee”). Each of the Group II Directors and the Group III Directors may designate one or more designees as members of the Executive Committee, however, (i) the Group II Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group II Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the full Board and (ii) the Group III Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group III Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the full Board. The Executive Committee shall have the rights and powers set forth in Section 3.1(d) below; (2) an audit committee comprised solely of no fewer than three independent directors that are qualified as independent directors under applicable stock exchange rules and federal securities laws and regulations (the “Audit Committee”); (3) at the Board’s election, a compensation committee having such powers as may be designated by the Board (the “Compensation Committee”); and (4) a Capital Stock Committee. (B) The Board may establish other committees for any purpose and may expand the authorities or responsibilities of any then-existing committee, including the Audit Committee, in accordance with the Organizational Documents of the Company and subject to receipt of the prior written consent of (x) the MD Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class A DHI Common Stock and (y) the SLP Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class B DHI Common Stock. (C) (x) Until a Designation Rights...

Board Committees. (1) Prior to the consummation of the Initial Public Offering, the following standing committees of the Board (each, a “Committee”) shall be established to advise and report to the Board on the matters as are, and to otherwise exercise such power and authority as is, delegated to such Committees by the Board. Upon the consummation of the Initial Public Offering such committees shall be comprised of the below noted Directors: Audit Committee ▇▇▇▇ ▇▇▇▇▇ (Chair) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ NGC Committee ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (Chair) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (2) All members of the Committees shall be selected by the Board and shall have such qualifications as may be required by applicable law and the rules of any securities exchange on which the Corporation’s shares are listed for trading to serve on such committees.

Board Committees. Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the Nominating Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the com...

Board Committees. The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

Board Committees. As of the Effective Date, the Company’s Board of Directors shall have validly appointed an audit committee and the Company’s Board of Directors and audit committee shall have adopted a charter. Neither the Company’s Board of Directors nor the audit committee thereof has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.