Committees; Subsidiaries Sample Clauses
The "Committees; Subsidiaries" clause defines the authority and procedures for establishing committees within an organization and addresses how subsidiaries are governed or managed in relation to the parent entity. Typically, this clause outlines who can form committees, their scope of responsibility, and how decisions made by these committees are implemented, as well as clarifying the relationship between the parent company and its subsidiaries, such as oversight or reporting requirements. Its core function is to ensure clear governance structures and delegation of responsibilities, thereby promoting efficient management and reducing ambiguity in organizational operations.
Committees; Subsidiaries. (a) Subject to applicable law and any rules or regulations of any stock exchange on which the Common Stock is listed, in the event the Board shall at any time create a committee of the Board, the Company shall use its best efforts to cause Warburg Pincus to have proportional representation on any such committee so created, measured by reference to the number of members of the Board that Warburg Pincus is entitled to designate thereto pursuant to Section 2.1 hereof; provided, however, the foregoing shall not apply to any committee formed for the purpose of considering a transaction between the Company and Warburg Pincus.
(b) From and after the date hereof until the date of the closing of the Initial Public Offering, the Institutional Investors and the Company shall take all action within their respective power to cause Warburg Pincus to have proportional representation on the board of directors of each Subsidiary of the Company, measured by reference to the number of members of the Board that Warburg Pincus is entitled to designate thereto pursuant to Section 2.1 hereof.
Committees; Subsidiaries. (a) The Board may designate one or more committees of the Board consisting of one or more directors. Notwithstanding the foregoing, the Board shall at all times maintain a compensation committee and an audit committee.
(b) The size and composition of the board of directors or other similar managing body of any Subsidiary of the Company or any committees of the board of directors or other similar managing body of any Subsidiary of the Company shall be determined by the Board; provided that (i) one of the Advent Directors shall be a member of all committees (including an executive committee, if any) if the Advent Party is then entitled to designate at least one Advent Director, and (ii) the American Greetings Board Observer shall be an observer of all committees (other than an executive committee, if any) if the American Greetings Party is then entitled to designate the American Greetings Board Observer.
Committees; Subsidiaries. (a) The Corporation shall ensure that the Board has at all times (i) a compensation committee and (ii) an audit committee. The audit committee shall consist of four (4) directors, which will include a designee of each of Vantage Point, Beechtree, the Fonds and First Gen., and the compensation committee shall consist of five (5) directors, which will include a designee of each of VantagePoint, RRE, Beechtree, the Fonds and First Gen. Additionally, Fonds shall have the right to appoint one (1) observer to each of the compensation committee and audit committee, and any other committee created by the Board, who shall have the right to receive notice of and attend the meetings and who shall have the right to address each such committee.
(b) The Corporation shall take, and each Stockholder shall use all reasonable efforts to cause each director of the Corporation originally nominated by such Stockholder to cause the Corporation to take, such corporate actions as may be reasonably required to ensure that the board of directors of each Subsidiary of the Corporation (other than the board of directors of Nexsan Canada) is comprised of two (2) directors, one of which shall be a designee of VantagePoint (or its Affiliates), who shall initially be D▇▇▇▇ ▇▇▇▇▇, and the other shall be the Chief Executive Officer of the Corporation. The board of directors of Nexsan Canada shall be comprised of not less than three (3) nor more than five (5) directors, one of which shall be a designee of VantagePoint, who shall initially be G▇▇▇▇ ▇▇▇▇, one of which shall be the Chief Executive Officer of the Corporation, and, if so requested by the Fonds, one of which shall be designated by the Fonds.
Committees; Subsidiaries. The Board of Managers may establish committees as it sees fit and delegate to such committees or to any officers such power, authority and responsibility as the Board of Managers determines is appropriate, subject to the limitations below and on the Board of Managers generally and neither the Board nor any Manager shall have the power or authority to form a committee without the consent of each of the Managers designated by the Principal Members. Each committee will contain combinations of Managers as determined by the Board of Managers; provided, that each committee other than the Gaming Compliance Committee (which, notwithstanding anything to the contrary set forth herein, will be composed as required by the Compliance Plan and may include members that are not Managers), shall consist of at least two (2) Managers designated by the Principal Members and one (1) Manager elected by the Non-Principal Members. In addition, the Members shall have the representation and rights on the boards (and committees thereof) of each Subsidiary of the Company in the same manner and in the same proportions as they have in respect of the Board of Managers as provided for herein.
Committees; Subsidiaries. (a) Each Stockholder shall use all reasonable efforts to cause each director of the Corporation originally nominated by such Stockholder to take such corporate actions as may be reasonably required to ensure that the Board has at all times an executive committee, a compensation committee and an audit committee; provided, however, that the Board shall not create any committee in the nature of an executive committee to which the Board delegates substantially all of its powers.
(b) The Corporation and each Stockholder shall take, and each Stockholder shall use all reasonable efforts to cause each director of the Corporation originally nominated by such Stockholder (other than Independent Individuals) to take, such corporate actions as may be reasonably required to ensure that the composition of the board of directors of all direct and indirect subsidiaries of the Corporation is identical to the composition of the Board.
Committees; Subsidiaries. (a) Each Stockholder shall use all reasonable efforts to cause each director of the Corporation nominated by such Stockholder to take such corporate actions as may be reasonably required to ensure that (i) the Board has at all times a compensation committee and an audit committee, (ii) one director nominated under Section 2.1(b)(i) shall have the right, but not the obligation, to be appointed to each such committee, and (iii) one director nominated under Section 2.1(b)(ii)(A) shall be appointed to each such committee. The Compensation Committee shall approve all increases in executive compensation, executive bonuses and all option grants (including the vesting schedules with respect to such option grants). The Audit Committee shall approve the engagement of the Corporation’s auditors and approve the audit prior to its issuance each year.
(b) Upon the request of either TCV or Battery Ventures VIII, L.P., the Corporation and each Stockholder shall take, and each Stockholder shall use all reasonable efforts to cause each director of the Corporation nominated by such Stockholder to take, such corporate actions as may be reasonably required to ensure that the composition of the board of directors of all direct and indirect Subsidiaries of the Corporation is identical to the composition of the Board.
Committees; Subsidiaries. (a) Each Stockholder shall use all reasonable efforts to cause each director of the Corporation to take such corporate actions as may be reasonably required to ensure that (i) the Board authorizes the creation of an audit committee (the “Audit Committee”), and maintains the existence of such committee at all times, (ii) the number directors constituting such committee is, and shall at all times be, three and (iii) the Investor Director, if any, shall be appointed to such committee. The Audit Committee shall approve the engagement of the Corporation’s auditors and approve the audit prior to its issuance each year.
(b) The Corporation and each Stockholder shall take such corporate actions as may be reasonably required to ensure that the composition of the board of directors of all direct and indirect Subsidiaries of the Corporation, other than Liberty Telecom, LLC, a Nevada limited liability company, is identical to the composition of the Board.
Committees; Subsidiaries. (a) The Board shall designate an audit committee and a compensation committee, and such other committees of the Board as the Board sees fit to designate. Each committee of the Board shall consist of one or more directors.
(b) At the request of the applicable Designating Party, the Investor Stockholders shall take all actions necessary to cause the Board to cause any committee of the Board to be comprised of (i) one or more directors appointed by the Investor Stockholder who has the right to designate five (5) members of the Board and (ii) one director appointed by the Investor Stockholder who has the right to designate two (2) members of the Board; provided, that in each case, the Designating Party requests that such appointment be made.
(c) The size and composition of the board of directors or other similar managing body of any Subsidiary of the Company or any committees of the board of directors or other similar managing body of any Subsidiary of the Company shall be determined by the Board.
Committees; Subsidiaries. (a) So long as a Stockholder or its affiliated VCOC Fund has the right to designate at least one (1) Director pursuant to Section 2.1, the Company shall cause each executive committee, compensation committee, audit committee or other significant committee of the Board (including, without limitation, any committee performing the functions usually reserved for the committees described above) to include at least one (1) of each such Stockholder’s or affiliated VCOC Fund’s designees; provided that the composition of each such committee shall reflect the relative number of Stockholder Designees for each Stockholder and its affiliated VCOC Fund.
(b) The Company agrees to take all such action as is necessary to cause (i) the board of directors of PanAmSat (and any committees thereof) to be comprised of the same directors as the Board and the similar committees of the Board of the Company and (ii) the chairman of the board of directors of PanAmSat to be the same as the Chairman of the Board.
Committees; Subsidiaries. (a) The Company will take all actions necessary to cause at least one Beacon Director or Beacon Designee (and, prior to a Qualified IPO, at least one Stratford Director and one Hoak ▇▇▇ector) to be appointed to each committee of the Board and to each of the boards of directors or other similar managing bodies (and any committee thereof) of each of the Subsidiaries of the Company (in each case, subject to eligibility requirements under applicable law or stock exchange rules following a Qualified IPO).
(b) The Company shall elect as the Board of Directors of each Subsidiary those persons who are at the time directors of the Company as provided in Section 3.1. If any Beacon Director, Beacon Designee, Stratford Director or Hoak ▇▇▇ector serving on any committee of the Board or on any board of directors or other similar managing body (and any committee thereof) of any Subsidiary of the Company shall cease to serve as a member of the Board for any reason or otherwise is unable to fulfill his or her duties on any such committee, board of directors, or other similar managing body, as the case may be, he or she shall be succeeded by another Person designated by Beacon, in the case of a Beacon Director or Beacon Designee, and by the Stratford Entities in the case of a Stratford Director, and by the Hoak ▇▇▇ities in the case of a Hoak ▇▇▇ector (in each case, subject to eligibility requirements under applicable law or stock exchange rules following a Qualified IPO).