Nominating and Governance Committee Sample Clauses

Nominating and Governance Committee. Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ to the Nominating and Governance Committee and to appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as its chairman. During the Standstill Period, unless otherwise agreed by the Nominating and Governance Committee, the Nominating and Governance Committee shall be comprised of three (3) directors, consisting of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (so long as such directors are serving on the Board and continue to meet the qualifications for service on such committee).

Nominating and Governance Committee. The Nominating and Governance Committee Charter has been revised. A copy of the revised document is attached as Exhibit E.

Nominating and Governance Committee. The Board of Directors, by resolution adopted by a majority of the Entire Board of Directors, will designate a Nominating and Governance Committee comprised solely of Independent Directors, which Committee shall oversee the Company’s commitment to good corporate governance and develop and recommend to the Board a set of corporate governance principles and oversee the evaluation of the performance of the Board of Directors. In addition, the Nominating and Governance Committee shall recommend to the Board of Directors specific policies or guidelines concerning criteria for directors and shall also recommend to the Board of Directors nominees for election to the Board in connection with any meeting of Members at which directors are to be elected or in connection with any meeting of the Board of Directors to fill any vacancy which the Board of Directors is authorized under this Amended Agreement to fill. The Nominating and Governance Committee will solicit recommendations for director nominees from the Chairman and the Chief Executive Officer of the Company. The Nominating and Governance Committee may also recommend to the Board specific policies or guidelines concerning the structure and composition of the Board of Directors or committees of the Board of Directors, the size and composition of the Board of Directors and the selection, tenure and retirement of directors and matters related thereto.

Nominating and Governance Committee. (i) The Board of Directors shall appoint at least four Directors during the Specified Period and thereafter not less than three Directors, each of whom shall not be an officer or employee of the Company, to act as its Nominating and Governance Committee. (ii) The Nominating and Governance Committee shall from time to time, subject to Article XXXV, (w) recommend to the Board of Directors such matters pertaining to governance of the Company as it shall from time to time consider appropriate, (x) recommend to the Board of Directors, prior to the annual general meeting, each director nominee to be voted on at such annual general meeting to the Board of Directors, (y) recommend to the Board of Directors any candidate to fill any directorships or memberships of committees that become vacant, and (z) recommend to the Board of Directors the directors to be appointed to each standing committee, including the Audit, Compensation, Executive and Nominating and Governance Committees.

Nominating and Governance Committee. The members of the Nominating and Governance Committee shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, III (Chairman), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and

Nominating and Governance Committee. The Board shall maintain a committee (the “Nominating and Governance Committee”) that has the responsibilities and obligations contemplated by this Agreement to be responsibilities and obligations of the Nominating and Governance Committee. All references in this Agreement to the Nominating and Governance Committee shall mean whichever committee has those responsibilities and obligations at the relevant time, regardless of what other responsibilities and obligations that committee may have and regardless of the name or designation of that committee in the Hydro One Governance Standards. For clarity, initially the Nominating and Governance Committee is designated in Hydro One’s Governance Standards as the “Nominating, Corporate Governance, Public Policy & Regulatory Committee”.

Nominating and Governance Committee. The Corporation shall maintain a 3-member Nominating and Governance Committee of the Board of Directors, all of which members shall be non-executive directors, to advise the Board of Directors with respect to those steps the Board of Directors should consider to adjust the size and membership of the Board of Directors so that it is optimized to provide guidance to management of the Corporation and to serve the interests of the Corporation’s stockholders as the Corporation continues to advance its product development programs and evaluates a potential public offering of its stock. The Series B Preferred Stock Director (as such term is defined in the Certificate of Incorporation) shall be appointed to such Nominating and Governance Committee.

Nominating and Governance Committee. The Company and Stockholder shall take all Necessary Action to cause the Company to establish and maintain a nominating and governance committee of the Board (the “Nominating and Governance Committee”), which shall comply with any requirements applicable to such committees under the Nasdaq Listing Rules or applicable Law.

Nominating and Governance Committee. Committee Membership 1. The Governance Committee will have 3 directors and, for so long as the NASDAQ controlled company exemption applies, will contain at least one Sponsor Director and at least one Independent Director.