Common use of Committees of Directors Clause in Contracts

Committees of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

Committees of Directors. Section 11. The Board board of Directors directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporationcorporation. The Board board of Directors directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. 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 member or members constitute a quorum, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directors directors, or in these Bylawsby-laws, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers that which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL General Corporation Law of Delaware to be submitted to stockholders for approval, approval or (ii) adoptadopting, amend amending or repeal repealing any bylaw by-law of the Corporationcorporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Committees of Directors. The Board of Directors may designate one (1) or more committeescommittees of the Board, each committee of the Board to consist consist, of one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors or members of the Board as alternate members of any committeecommittee of the Board, who may replace any absent or disqualified member at any meeting of the committee. 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 member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylawsbylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee or subcommittee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation. For so long as there are WWE Designees (as defined in the Governance Agreement), the Corporation shall, except as otherwise provided in the Governance Agreement, take all necessary action to cause each committee of the Board to be comprised of (x) at least three (3) directors and (y) one (1) more Endeavor Designee (as defined in the Governance Agreement) than WWE Designee(s).

Committees of Directors. The Board may, by resolution passed by a majority of Directors may the authorized number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporationcorporation. The Board of Directors 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylawsbylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.corporation,

Committees of Directors. The Board board of Directors directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporationcorporation. The Board board of Directors directors 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directors directors or in these Bylawsbylaws, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporationcorporation.

Committees of Directors. The Board may, by resolution passed by a majority of Directors may the authorized number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporationcorporation. The Board of Directors 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylawsbylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, approval or (ii) adopt, amend or repeal any bylaw of the Corporationcorporation.

Committees of Directors. The Board of Directors may designate one or more committees, each committee to consist consist, of one or more of the directors of the Corporation. The Board of Directors 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylawsbylaws and except as otherwise prescribed by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal the Certificate of Incorporation or any bylaw of the Corporation; adopt an agreement of merger or consolidation; recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets; recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or authorize the declaration of a dividend.

Committees of Directors. The Board of Directors may designate one or more committees, with each committee to consist of one or more of the directors of the Corporation. The Board of Directors 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylawsthe Bylaws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matter: (i) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL General Corporation Law of Delaware to be submitted to stockholders for approval, approval or (ii) adoptadopting, amend amending or repeal repealing any bylaw of the Corporation. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Committees of Directors. Section 11. The Board board of Directors directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporationcorporation. The Board of Directors 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. 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 the member or members constitute a quorum, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directors or in these Bylawsdirectors, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers that which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL General Corporation Law of Delaware to be submitted to stockholders for approval, approval or (ii) adoptadopting, amend amending or repeal repealing any bylaw by-law of the Corporationcorporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Committees of Directors. Section 11. The Board of Directors may 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 Corporation. The Board of Directors 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. In the absence or disqualification of a member of a the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these BylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL Delaware General Corporation Law to be submitted to stockholders for approval, approval or (ii) adoptadopting, amend amending or repeal repealing any bylaw by-law of the Corporation. Each committee which may be established by the Board of Directors pursuant to these By-Laws may fix its own rules and procedures. Notice of meetings of committees, other than regular meetings provided for by the rules, shall be given to committee members.

Committees of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committeeCorporation which, to the extent provided in the by resolution of the Board of Directors or in these BylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (ia) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, approval or (iib) adoptadopting, amend amending or repeal repealing any bylaw bylaws of the Corporation. Such committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors and, when required by the Board of Directors, shall keep regular minutes of their proceedings and report the same to the Board of Directors. In the absence or disqualification of a member of a committee, the member or members of such committee who are present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law or the Certificate of Incorporation.

Committees of Directors. 3.11 The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors Directors of the Corporation. The Board of Directors may designate one or more directors Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. 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 member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approve approving or adoptadopting, or recommend recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL Revised Business Corporation Act of Nevada, as in effect from time to time, to be submitted to stockholders for approval, approval or (ii) adoptadopting, amend amending or repeal repealing any bylaw provision of the Corporationthese bylaws.

Committees of Directors. Section 11. The Board of Directors may may, by resolution passed by a majority of the whole Board of Directors, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporationcorporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or of 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 member he or members they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these BylawsDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers that which may require it; but no such committee shall have the power or authority in reference to (iauthorizing dividends on stock, issuing stock other than as provided in Section 2-411(b) approve or adoptof the Maryland General Corporation Law, or recommend recommending to the stockholders, stockholders any action which requires stockholder approval, amending the bylaws, and approving any merger or matter (other than the election share exchange which does not require stockholder approval. Such committee or removal of directors) expressly required committees shall have such name or names as may be determined from time to time by resolution adopted by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw Board of the CorporationDirectors.

Committees of Directors. The Board board of Directors directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporationcorporation. The Board of Directors 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directors directors or in these Bylawsthe bylaws of the corporation, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adoptapprove, adopt or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL General Corporation Law of Delaware to be submitted to the stockholders for approval, approval or (ii) adopt, amend or repeal any bylaw of the Corporationcorporation.

Committees of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, subject to the Stockholders Agreement. The Board of Directors Board, subject to the Stockholders Agreement, 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. 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 member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylawsbylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.