Escrow Committee Sample Clauses

Escrow Committee. (a) Upon consummation of the Purchase Agreement and in consideration of the issuance of the Escrow Shares, each Securityholder shall be deemed to have irrevocably appointed the Escrow Committee as their attorneys in fact to give and receive notices and communications, to authorize delivery to P-Com of the Escrow Shares or other property from the Escrow in satisfaction of claims by P-Com, to object to such deliveries, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of the Third Party with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Escrow Committee for the accomplishment of the foregoing. No further documentation shall be required to evidence such appointment, and such power of attorney shall be coupled with an interest, thereby confirming such appointment as irrevocable. Notices or communications to or from the Escrow Committee shall constitute notice to or from each Securityholder. A decision, act, consent or instruction of the Escrow Committee shall constitute a decision of all Securityholders for whom shares of P-Com Common Stock otherwise issuable to them are deposited in the Escrow and shall be final, binding and conclusive upon each such Securityholder, and the Escrow Agent and P-Com may rely upon any decision, act, consent or instruction of the Escrow Committee as being the decision or instruction of each and every such Securityholder. The Escrow Agent and P-Com are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Escrow Committee. The Escrow Committee shall be empowered to act by unanimous vote with respect to all matters arising under this Agreement during the term of this Agreement. No bond shall be required of the Escrow Committee and members of the Escrow Committee shall receive no compensation for their services.
Sample 1
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Escrow Committee. The Escrow Committee shall consist of the following members: a representative of MRTC, a representative of the GCSI Stockholders and a third party designated by the members of the Escrow Committee. The third member of the Escrow Committee shall be a qualified person with prior judicial experience or with other relevant experience. Such third member shall not have previously represented the MRTC, GCSI or its subsidiaries, or any shareholder or ESOP participant. The reasonable fees and expenses of such third member shall be paid out of the Escrow pursuant to the terms of a written agreement approved by the other members of the Escrow Committee. Such third member may be removed by agreement of the MRTC and the representative of the GCSI Stockholders, for any or no reason, upon seven (7) days’ notice. The representative of the majority shareholders, who shall initially be selected by Mxxxxxxx X. Xxxxx, shall be replaced only upon nomination of a replacement by Mx. Xxxxx and confirmed by a majority vote of the GCSI stockholders voting. The representative of the GCSI Stockholders and MRTC may receive reimbursement for all expenses associated with their work on the Escrow Committee, as provided herein. Except as otherwise specified herein, all actions taken by the Escrow Committee must be confirmed in writing by a majority of all members.
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Escrow Committee. In all matters respecting the Escrow Agreement the Escrow Committee shall represent the former shareholders, optionholders and warrantholders of the Company. CompuCom, the Surviving Corporation and the Escrow Agent shall be entitled to rely upon any statements or other communications by or purported to be on behalf of the Escrow Committee without the necessity of determining the validity of the actions taken. Actions taken by the Escrow Committee (or failures to act) shall be deemed binding and conclusive on all former shareholders, optionholders or warrantholders of the Company.
Sample 1
Escrow Committee. The Principal MODE Stockholders will act as the escrow committee (the "Escrow Committee"), with full power and authority, to act as their attorney-in-fact on behalf of such Principal MODE Stockholders to contest, settle, compromise or otherwise dispose of any claim made by any Indemnified Person in accordance with Article VII of the Merger Agreement and the terms hereof, including without limitation to make, execute, acknowledge and deliver all stock certificates and powers, waivers, receipts, notices, instructions, certificates and other documents in connection with the foregoing. No further documentation shall be required to evidence such appointment, and such power of attorney shall be coupled with an interest, thereby confirming such appointment as irrevocable. The Escrow Committee shall be empowered to act on behalf of the Principal MODE Stockholders with respect to all matters arising under Article VII of the Merger Agreement and the terms hereof. If any member of the Escrow Committee shall die, become disabled or otherwise be unable or unwilling to fulfill his responsibilities hereunder, the remaining members of the Escrow Committee shall select a
Sample 1
Escrow Committee a. Upon consummation of the Purchase Agreement and in consideration of the issuance of the Escrow Shares, Securityholder shall be deemed to have irrevocably appointed the Escrow Committee as his attorneys in fact to give and receive notices and communications, to authorize delivery to P- Com of the Escrow Shares or other property from the Escrow in satisfaction of claims by P-Com, to object to such deliveries, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to
Sample 1
Escrow Committee. 34 8.3 Non Transferability of Escrowed Funds............................................................... 35
Sample 1
Escrow Committee. In all matters respecting the Escrow Agreement the Escrow Committee (as defined in the Escrow Agreement) shall represent the former shareholders, optionholders and warrantholders of the Company. The Escrow Committee will agree to serve as such. The Escrow Committee shall act by majority (if more than 1 person) and may act upon written consent or telephonic or personal meetings. If one or more of the members of the Escrow Committee resign or become unable to serve: (1) the remaining member or members shall comprise the Escrow Committee, (2) the remaining member or members are empowered to appoint a replacement for such terminated member and they shall give notice to Purchaser thereof, and (3) if there are no members of the Escrow Committee, the former shareholders, optionholders and warrantholders of the Company shall promptly elect a member or members of the Escrow Committee based on their proportional contingent right to the Escrowed Funds, but if after three months of there not being members of the Escrow Committee and during this period they fail to make such appointments and give notice thereof to Purchaser within such three months then Purchaser will appoint an independent third party to the Escrow Committee to represent the former shareholders, optionholders and warrantholders under the Escrow Agreement. Purchaser,
Sample 1
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Related to Escrow Committee

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

  • Advisory Committee (a) The Partnership shall have a committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose.

  • Investment Committee The board of directors of the insurance company shall appoint an investment committee of the investment manager as the investment committee of the insurance company. The investment committee shall meet at least once each quarter to review the investments and loans of the insurance company.

  • Transition Committee Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members designated by Baxter and Baxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Baxter and Baxalta (in a total number determined from time to time by the Parties). The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of an equal number of members representing each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such committee any of the powers of the Transition Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.14, and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by Baxter and at least one member of the Transition Committee designated by Baxalta. The Parties shall utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

  • Operating Committee 7.01 To coordinate the operation of their respective generating, transmission and substation facilities, in order that the advantages to be derived hereunder may be realized by the parties hereto to the fullest practicable extent, the parties shall establish a committee of authorized representatives to be known as the Operating Committee. Each of the parties shall designate in writing delivered to the other party, the person who is to act as its representative on said committee (and the person or persons who may serve as alternates whenever such representative is unable to act). Each of such representatives and alternates shall be persons familiar with the generating, transmission, and substation facilities of the system of the party he represents, and each shall be fully authorized (1) to cooperate with the other representative (or alternates) and (2) to determine and agree from time to time, in accordance with this agreement and with any other relevant agreements then in effect between the parties, upon the following:

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Development Committee As soon as practicable, the Parties will establish a joint development committee, comprised of at least one (1) and up to two (2) representatives of Omega and at least one (1) and up to two (2) representatives of Acuitas (the “JDC”). One such representative from each Party will be such Party’s Workplan Leader. Each Party may replace its Workplan Leader and other JDC representatives at any time upon written notice to the other Party, provided, however, that each Party shall use reasonable efforts to ensure continuity on the JDC. With the consent of the other Party (which will not be unreasonably withheld, conditioned or delayed), each Party may invite non-voting employees and consultants to attend JDC meetings as necessary, subject to consultant’s agreement to be bound to the same extent as a permitted subcontractor under Section 3.1(i).

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