Common use of Composition; Action Clause in Contracts

Composition; Action. (a) The Committee shall at all times consist of six members, three of whom shall be appointed annually by the International Planned Music Association (or, in the event such Association is at any time not in existence, such organization of the MUZAK(R) licensees as succeeds such Association) (the "IPMA") and three of whom shall be appointed annually by Muzak. Of the three members appointed by the IPMA, two shall be IPMA members and the third shall be an Affiliate (or, in the case of a corporate or partnership Affiliate, an owner, officer, or key employee of such Affiliate) who may be, but need not be, a member of the IPMA. Of the three members appointed by Muzak, two shall be officers or employees of Muzak and the third shall be an Affiliate (or, in the case of a corporate or partnership Affiliate, an owner, officer, or key employee of such Affiliate) who may be, but need not be, a member of the IPMA. (b) The Committee shall meet as often as is necessary to maintain the Program, but in no event less frequently than quarterly. All members of the Committee shall be given reasonable prior written or telephone notice of any Committee meeting. At any meeting of the Committee the presence of five or more members (participating by phone or in person) shall constitute a quorum for the transaction of business. All decisions of the Committee shall require the affirmative vote of at least five members of the Committee during a Committee meeting. Members may participate in a meeting of the Committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in the meeting shall constitute presence of the person at such meeting. (c) In the event a member retires from the Committee prior to the end of his or her term of appointment, or is otherwise unable to serve until the end of such term, the entity that appointed such member shall promptly appoint a replacement member to serve until the end of such term. (d) Muzak shall bear the costs associated with the meetings of the Committee and Muzak and the IPMA shall bear such other costs of the Committee as they may from time to time agree.

Composition; Action. (a) The Committee shall at all times consist of six members, three of whom shall be appointed annually by the International Planned Music Association (or, in the event such Association is at any time not in existence, such organization of the MUZAK(R) licensees as succeeds such Association) (the "IPMA") and three of whom shall be appointed annually by Muzak. Of the three members appointed by the IPMA, two shall be IPMA members and the third shall be an Affiliate (or, in the case of a corporate or partnership Affiliate, an owner, officer, or key employee of such Affiliate) who may be, but need not be, a member of the IPMA. Of the three members appointed by Muzak, two shall be officers or employees of Muzak and the third shall be an Affiliate (or, in the case of a corporate or partnership Affiliate, an owner, officer, or key employee of such Affiliate) who may be, but need not be, a member of the IPMA. (b) The Committee shall meet as often as is necessary to maintain the Program, but in no event less frequently than quarterly. : All members of the Committee shall be given reasonable prior written or telephone notice of any Committee meeting. At any meeting of the Committee the presence of five or more members (participating by phone or in person) shall constitute a quorum for the transaction of business. All decisions of the Committee shall require the affirmative vote of at least five members of the Committee during a Committee meeting. Members may participate in a meeting of the Committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in the meeting shall constitute presence of the person at such meeting. (c) In the event a member retires from the Committee prior to the end of his or her term of appointment, or is otherwise unable to serve until the end of such term, the entity that appointed such member shall promptly appoint a replacement member to serve until the end of such term. (d) Muzak shall bear the costs associated with the meetings of the Committee and Muzak and the IPMA shall bear such other costs of the Committee as they may from time to time agree.