Common use of Conflicts Committee Clause in Contracts

Conflicts Committee. Prior to the earlier of the Closing and the termination of this Agreement, the HESM Board shall not, and the Sponsors shall not cause the HESM Board to, without the consent of a majority of the then-existing members of the Conflicts Committee, eliminate the Conflicts Committee, revoke or diminish the authority of the Conflicts Committee or remove or cause the removal of any director of the HESM Board that is a member of the Conflicts Committee, either as a director or as a member of such committee. For the avoidance of doubt, this Section 5.5 shall not apply to the filling, in accordance with the provisions of the governing documents of GP LLC, of any vacancies caused by the resignation, death or incapacity of any such director or the removal of any such director for Xxxxx.

Appears in 6 contracts

Samples: Unit Repurchase Agreement (GIP II Blue Holding, L.P.), Unit Repurchase Agreement (Hess Midstream LP), Unit Repurchase Agreement (Hess Midstream LP)

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Conflicts Committee. Prior to the earlier of the Closing Effective Time and the termination of this Agreement, the HESM Board shall not, and none of the Existing Sponsors shall not cause the HESM Board to, without the consent of a majority of the then-existing members of the Conflicts Committee, eliminate the Conflicts Committee, revoke or diminish the authority of the Conflicts Committee or remove or cause the removal of any director of the HESM Board that is a member of the Conflicts Committee, either as a director or as a member of such committee. For the avoidance of doubt, this Section 5.5 6.11 shall not apply to the filling, in accordance with the provisions of the MLP GP LLC governing documents of GP LLCdocuments, of any vacancies caused by the resignation, death or incapacity of any such director or the removal of any such a director for XxxxxCause.

Appears in 1 contract

Samples: Transaction Agreement (Hess Midstream Partners LP)

Conflicts Committee. Prior to the earlier of the Closing and the termination of this Agreement, the board of directors of Xxxx Midstream GP LLC (“GP LLC”), the general partner of Xxxx Midstream GP LP, the general partner of Xxxx Midstream (the “HESM Board Board”), shall not, and the Sponsors shall not cause the HESM Board to, without the consent of a majority of the then-existing members of the Conflicts Committee, eliminate the Conflicts Committee, revoke or diminish the authority of the Conflicts Committee or remove or cause the removal of any director of the HESM Board that is a member of the Conflicts Committee, either as a director or as a member of such committee. For the avoidance of doubt, this Section 5.5 shall not apply to the filling, in accordance with the provisions of the governing documents of GP LLC, of any vacancies caused by the resignation, death or incapacity of any such director or the removal of any such a director for XxxxxCause.

Appears in 1 contract

Samples: Unit Repurchase Agreement (Hess Midstream LP)

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Conflicts Committee. Prior to the earlier of the Closing and the termination of this Agreement, the HESM Board shall not, and the Sponsors shall not cause the HESM Board to, without the consent of a majority of the then-existing members of the Conflicts Committee, eliminate the Conflicts Committee, revoke or diminish the authority of the Conflicts Committee or remove or cause the removal of any director of the HESM Board that is a member of the Conflicts Committee, either as a director or as a member of such committee. For the avoidance of doubt, this Section 5.5 shall not apply to the filling, in accordance with the provisions of the governing documents of GP LLC, of any vacancies caused by the resignation, death or incapacity of any such director or the removal of any such director for XxxxxCause.

Appears in 1 contract

Samples: Unit Repurchase Agreement (Hess Midstream LP)

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