Directors and Committees Sample Clauses

The 'Directors and Committees' clause defines the structure, roles, and responsibilities of a company's board of directors and any committees formed by the board. It typically outlines how directors are appointed or removed, the powers and duties they hold, and the procedures for forming committees such as audit or compensation committees. This clause ensures clear governance by establishing decision-making authority and accountability within the organization, thereby promoting effective management and oversight.
Directors and Committees. Prior to the Effective Time, the Board of Directors of Parent shall have taken all corporate action necessary to cause the Board of Directors of Parent to consist of six (6) persons effective as of the Effective Time, each to serve for a term of three (3) years from the date thereof and until successor directors have been duly elected and have taken office, four directors shall be nominees of Parent and two directors shall be nominees of the Surviving Corporation. In addition, prior to the Effective Time, the Board of Directors of Parent shall have taken all corporate action necessary to cause the Compensation Committee of the Board of Directors of Parent to consist of the following persons effective as of the Effective Time to serve for a term of three (3) years from the date thereof and until successor directors have been duly elected and have taken office: one representative of the Surviving Corporation, initially ▇▇▇▇▇ ▇▇▇▇▇▇, who shall be Chairman; and one representative of the Parent, initially ▇▇▇▇ ▇▇▇▇▇▇▇. In the event of a deadlock between the members of the Compensation Committee, the decision shall be decided by the full Board of Directors. It is intended and understood that the Parent shall have both Compensation and Audit Committees comprised of at least two or more independent "outside directors" as such is defined in the Exchange Act of 1934, as amended (the "Exchange Act") and/or listing requirements of the NASDAQ or the Amex, and, in the event that any of the above named persons do not serve (or are not considered as) "outside directors", the alternate replacement for such director nominated by Parent or the Surviving Corporation, as the case may be, shall also qualify as independent and "outside" for purposes of the Exchange Act or complying with such NASDAQ or exchange listing requirements.
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Directors and Committees. (a) [Reserved]
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Directors and Committees. (i) Effective upon the acceptance for payment by Merger Subsidiary of Shares pursuant to the Offer (the date of such acceptance being referred to herein as the “Acceptance Date”) and from time to time thereafter, if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as will give Parent representation on the Company Board equal to the product of the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that such number of Shares so purchased bears to the total number of outstanding Shares, and the Company shall use its best efforts to, upon request by Parent, promptly, at the Company’s election, either increase the size of the Company Board or secure the resignation of such number of directors as is necessary to enable Parent’s designees to be elected to the Company Board and to cause Parent’s designees to be so elected. At such times, and subject to the second to last sentence of this Section 1.3(a), the Company shall use its best efforts to cause the individuals designated by Parent to constitute the same percentage as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors of each subsidiary of the Company (subject to applicable Laws and except to the extent described in Schedule 1.3(a)) and (iii) each committee of each such board of directors. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to ensure that two of the members of the Company Board as of the date hereof (the “Continuing Directors”) shall remain members of such Board until the Effective Time. If a Continuing Director resigns from the Company Board, Parent, Merger Subsidiary and the Company shall permit the remaining Continuing Director or Directors to appoint the resigning Director’s successor who shall be deemed to be a Continuing Director. (j) The Company’s obligation to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its office...
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Directors and Committees 
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Related to Directors and Committees

  • Committees The Parties agree on establishing Committees in the following matters: (a) Trade in Goods; (b) Trade in Services; (c) Investment; (d) Sanitary and Phytosanitary Measures; (e) Technical Barriers to Trade; (f) Trade Facilitation; (g) Rules of Origin; and (h) Cooperation, including Intellectual Property. 2. The Free Trade Commission may create additional Committees, if needed. The Committees on Sanitary and Phytosanitary Measures, Technical Barriers to Trade and Rules of Origin shall coordinate their tasks with those of the Committee on Trade in Goods.

  • 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.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 1940 Act.

  • Sub-Committees 15.1 The Joint Committee shall establish the membership and terms of reference for any sub-committees or sub-groups which it establishes and may dissolve such sub-committees or sub-groups. Sub-committees to which the Joint Committee delegates functions are bound by the provisions of this Agreement regulating the taking of decisions by the Joint Committee. The Joint Committee may create additional sub-committees from time to time as it sees fit.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.