Executive Committee. The Executive Committee as provided for herein shall have the authority to change the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in the Savings Clause (Article XXIV); and to make revisions necessary to this AGREEMENT. The Executive Committee shall consist of eleven (11) duly appointed representatives of the following: five (5) representatives of signatory UNIONS appointed by the UNIONS and five (5) representatives appointed by signatory EMPLOYERS, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives and three (3) or more EMPLOYER representatives, with equal votes. A majority vote will settle any matters before the Executive Committee. In the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve upon the other and the COORDINATOR written notice by Certified Mail, within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed ▇▇▇ (10) days after the conclusion of the hearing. The decision of the arbitrator shall be final and binding upon the parties. The reasonable expenses and fees of the arbitrator shall be borne equally by the parties. Members of the Executive Committee shall be appointed for a term of one (1) year. Rules and Procedures (Available on request) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. (i.e., e-mail) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. The Co-Chairman will inform the Executive Committee of an absence of a duly appointed representative and who the Alternate Representative is replacing. Alternate Representatives may attend all Executive Committee meetings and have a voice but no vote.
Appears in 10 contracts
Sources: Site Stabilization Agreement, Site Stabilization Agreement, Site Stabilization Agreement
Executive Committee. Until the Principal Rights Termination Date:
(a) The composition of the Executive Committee as provided for herein shall have of the authority to change Board (the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in “Executive Committee”) during the Savings Clause first year after the earlier of (Article XXIV); x) the Effective Date and to make revisions necessary to this AGREEMENT. The (y) the Executive Committee Transition Date, shall consist of eleven (11) duly appointed representatives be each of the following: five Principals (5for so long as such Principal serves on the Board) representatives of signatory UNIONS appointed by the UNIONS and five (5) representatives appointed by signatory EMPLOYERS, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives and three (3) or more EMPLOYER representatives, with equal votes. A majority vote will settle any matters before the Executive Committee. In the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve upon the other and the COORDINATOR written notice by Certified Mail, within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed ▇▇▇ ▇▇▇▇▇▇▇ (10for so long as ▇▇. ▇▇▇▇▇▇▇ continues to serve on the Board) days who shall serve as chairman of the Executive Committee during such year;
(b) During the first year after the conclusion earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates);
(c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the hearing. The decision Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date;
(d) Following the first anniversary of the arbitrator earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be final and binding upon the parties. The reasonable expenses and fees entitled to serve as a voting member of the arbitrator shall be borne equally by Executive Committee and (B) (i) the parties. Members size of the Executive Committee shall be appointed for a term determined by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members of one (1) year. Rules and Procedures (Available on request) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. (i.e., e-mail) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. The Co-Chairman will inform the Executive Committee of an absence of a duly appointed representative and who shall be selected by the Alternate Representative is replacing. Alternate Representatives may attend all Board from among the Directors then serving on the Board; and
(e) The Executive Committee meetings shall have such duties as delegated to it by the Board and have be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a voice but no simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Board.
Appears in 5 contracts
Sources: Stockholders Agreement (Apollo Global Management, Inc.), Stockholders Agreement (Harris Joshua), Stockholders Agreement (LDB 2014 LLC)
Executive Committee. The Executive Committee as provided for herein shall have the authority to change the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in the Savings Clause (Article XXIV); and to make revisions necessary to this AGREEMENT. The Executive Committee shall consist of eleven (11) duly appointed representatives of the following: five (5) representatives of signatory UNIONS appointed by the UNIONS and five (5) representatives appointed by signatory EMPLOYERS, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives and three (3) or more EMPLOYER representatives, with equal votes. A majority vote will settle any matters before the Executive Committee. In the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve upon the other and the COORDINATOR written notice by Certified Mail, within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed ▇▇▇ ten (10) days after the conclusion of the hearing. The decision of the arbitrator shall be final and binding upon the parties. The reasonable expenses and fees of the arbitrator shall be borne equally by the parties. Members of the Executive Committee shall be appointed for a term of one (1) year. Rules and Procedures (Available on request) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. (i.e., e-mail) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. The Co-Chairman will inform the Executive Committee of an absence of a duly appointed representative and who the Alternate Representative is replacing. Alternate Representatives may attend all Executive Committee meetings and have a voice but no vote.
Appears in 5 contracts
Sources: Site Stabilization Agreement, Site Stabilization Agreement, Site Stabilization Agreement
Executive Committee. The Executive Committee as provided for herein shall have the authority to change the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in the Savings Clause (Article XXIV); and to make revisions necessary to this AGREEMENT. The Executive Committee shall consist of eleven (11) duly appointed representatives of the following: five (5) representatives of signatory UNIONS appointed by the UNIONS and five (5) representatives appointed by signatory EMPLOYERS, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives and three (3) or more EMPLOYER representatives, with equal votes. A majority vote will settle any matters before the Executive Committee. In the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve upon the other and the COORDINATOR written notice by Certified Mail, within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed ▇▇▇ (10) days after the conclusion of the hearing. The decision of the arbitrator shall be final and binding upon the parties. The reasonable expenses and fees of the arbitrator shall be borne equally by the parties. Members of the Executive Committee shall be appointed for a term of one (1) year. Rules and Procedures (Available on request) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. (i.e., e-mail) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. The Co-Chairman will inform the Executive Committee of an absence of a duly appointed representative and who the Alternate Representative is replacing. Alternate Representatives may attend all Executive Committee meetings and have a voice but no vote.
Appears in 2 contracts
Sources: Site Stabilization Agreement, Site Stabilization Agreement
Executive Committee. 9.1 The Executive Committee as provided for herein shall have the authority to change the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in the Savings Clause (Article XXIV); and to make revisions necessary to this AGREEMENT. The Executive Committee shall consist of eleven (11) duly appointed representatives operations of the following: five Joint Venture shall be carried out under the general management and direction of the EXECUTIVE COMMITTEE consisting of Five (5) representatives of signatory UNIONS appointed by the UNIONS and five (5) representatives appointed by signatory EMPLOYERSmembers, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives from WARISAN GROUP and three Two (32) or more EMPLOYER representativesFrom SPDA to be nominated by and designated in writing by each party hereto represent respectively, with equal votesSPDA shall be the Chairman and WARISAN GROUP shall be the President. A majority vote will settle any matters before If a member of the Executive Committee. In Committee fails to or is unable to serve, the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve upon the other and the COORDINATOR written notice by Certified Mail, or parties designating said member shall designate another member within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed ▇▇▇ (10) days after the conclusion of the hearing. The decision of the arbitrator shall be final and binding upon the parties. The reasonable expenses and fees of the arbitrator shall be borne equally by the parties. Members notification.
9.2 Each member of the Executive Committee shall be appointed for a term of one (1) year. Rules have full power and Procedures (Available on request) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. (i.e., e-mail) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one (1) alternate representative authority to act for the Party by whom said member was designated, in all matters relating to the official capacity of an appointed representative only in the absence management and operation of the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence business and affairs of the appointed representativeJoint Venture. Any action taken by the Executive Committee, within the authority herein granted shall be binding and conclusive upon both Parties.
9.3 The Executive Committee shall meet once every month or at other agreed to intervals to review the progress of the Project and to take any action required on matters within its authority. Special meetings may be called by either Party or by the Program Manager with a minimum of fifteen (15) days notice. Meetings shall be held at a mutually agreed location. The Co-Chairman will inform reasonable and necessary travel and living expenses incurred by the members of the Executive Committee in connection with such meetings shall be charged to and paid by the Joint Venture. Majority of an absence the five members of a duly appointed representative the Executive Committee. All resolutions and who decisions made and resolutions passed at said meetings shall become effective only by unanimous vote. Minutes shall be kept of all meetings, recording all actions taken, and said minutes shall be signed by all members. From time to time meetings may be held by conference telephone followed by distribution in writing to all members of actions to be taken.
9.4 Each party shall designate its representatives on the Alternate Representative is replacing. Alternate Representatives may attend all Executive Committee by notice in writing to the other Party. Each party may thereafter, at any time, change such designations by written notice to the other Party. Any change of representative shall be effective upon receipt of said notice by the party so notified. A member of the Executive Committee representing either Party may at any time, by written notice to the other Party, designate an alternate to attend and act in his or her place at any and all meetings and of the Executive Committee. Any vote by such alternate at any meeting shall have a voice but no votethe same effect as made by the originally designated member.
9.5 The Executive Committee shall designate the "key management personnel" of the Joint Venture including PROGRAM MANAGER who shall be responsible for the day to day management of the Joint Venture.
Appears in 1 contract
Executive Committee. 6.1 The Executive Committee as provided for herein will supervise the activity pursuant to this Agreement of the Joint Venture. At anytime that Crosshair shall have an Interest of at least 50%, the authority to change the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in the Savings Clause (Article XXIV); and to make revisions necessary to this AGREEMENT. The Executive Committee shall consist of eleven (11) duly two members appointed representatives by Crosshair and one member appointed by Paragon. At anytime that Crosshair does not have an Interest of at least 50%, the Executive Committee shall consist of two members appointed by Paragon and one member appointed by Crosshair. The voting rights of the following: five (5) representatives of signatory UNIONS appointed members will be as set out by the UNIONS and five (5) representatives appointed by signatory EMPLOYERSthis section 6.
6.2 Except as otherwise stipulated in this Agreement, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives and three (3) or more EMPLOYER representatives, with equal votes. A majority vote will settle any matters before the Executive Committee. In the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve upon the other and the COORDINATOR written notice by Certified Mail, within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed ▇▇▇ (10) days after the conclusion of the hearing. The decision of the arbitrator shall be final and binding upon the parties. The reasonable expenses and fees of the arbitrator shall be borne equally by the parties. Members all resolutions of the Executive Committee shall be appointed passed if approved by a simple majority of the members of the Executive Committee or their alternates present at the meeting at which the motion in respect of such resolution is moved, considered and voted on. Subject to section 6.6, if, at any time, the members of the Executive Committee become deadlocked in their consideration of a matter being considered by them as evidenced by a vote upon a motion which results in an equal number of votes for and against such motion, the Chairman shall have a term second, additional or casting vote.
6.3 Prior to the Vesting Time, the Participants’ nominees shall have an equal number of votes (i.e. the nominees of Crosshair shall have in the aggregate 50% of the votes and the nominee of Paragon shall have 50% of the votes). Subsequent to the Vesting Time, the Participants’ nominees shall have a number of votes pro rata to the Participants’ respective Interests at such time. (i.e. immediately after the Vesting Time, the nominees of Crosshair shall have in the aggregate 60% of the votes and the nominee of Paragon shall have 40% of the votes).
6.4 Prior to the Vesting Time, one of the Crosshair representatives shall serve as the Chairman of the Executive Committee. Subsequent to the Vesting Time, the Chairman will be a representative of Crosshair at any time that Crosshair shall have an Interest of at least 50% but if, at any time, Crosshair does not have an Interest of at least 50%, a representative of Paragon shall be the Chairman. 50651077.7
6.5 The Executive Committee shall, without limiting any of its powers as specified elsewhere in this Agreement, have the obligation and the exclusive right, power and authority to:
(1) year. Rules ensure that all work is carried out in accordance with sound industry practice and Procedures in adherence to a safety, health and environmental policy which is approved by the Executive Committee and in adherence to applicable law;
(Available 2) approve, modify, or reject or request the revision of, any Program and Budget, as maybe amended from time to time;
(3) approve a form of accounting procedure;
(4) consider those items specified in section 6.6;
(5) commence a scoping study, pre-feasibility study and the Full Feasibility Study;
(6) make the Development Decision; and
(7) subject to the limitations contained in section 8.5(12), prosecute or defend all litigation arising out of operations conducted hereunder, or settle any lawsuit, claim or demand.
6.6 Notwithstanding anything else in this Agreement except sections 6.7 and 6.8, the following decisions of the Executive Committee shall require the approval of 100% of the votes cast by the Participants’ representatives on request) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. (i.e., e-mail) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one such Executive Committee:
(1) alternate representative to act any additional program of capital expenditures during a period that is at least 20% above the capital expenditures previously approved as part of the Program in respect of such period and in the official capacity Budget for such period;
(2) any cessation of Operations in respect of any mine developed on the Properties for a period exceeding 20 business days other than as a result of an appointed representative only Intervening Event;
(3) any re-commencement of Operations of any mine developed on the Properties after a cessation of Operations described in section 6.6(2);
(4) incurring any Overruns which exceed more than 10% of any Contributing Budget;
(5) the disposition of any Assets or obligations not in the absence ordinary course of business which have a value in excess of $5 million; and
(6) any Expansion.
6.7 If a matter referred to in sections 6.6(1) to (3), inclusive, receives the approval of less than 100% of the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence votes cast but more than 0% of the appointed representative. The Co-Chairman will inform votes cast, the members of the Executive Committee of an absence of shall use good faith efforts for 20 days to reach a duly appointed representative and who the Alternate Representative is replacing. Alternate Representatives may attend all Executive Committee meetings and have a voice but no vote.consensus on the
Appears in 1 contract
Sources: Option and Joint Venture Agreement (Crosshair Exploration & Mining Corp)
Executive Committee. The Executive Committee as provided for herein shall have the authority to change the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in the Savings Clause (Article XXIV); and to make revisions necessary to this AGREEMENT. The Executive Committee shall consist of eleven (11) duly appointed representatives of the following: five (5) representatives of signatory UNIONS appointed by the UNIONS and five (5) representatives appointed by signatory EMPLOYERS, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives and three (3) or more EMPLOYER representatives, with equal votes. A majority vote will settle any matters before the Executive Committee. In the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve upon the other and the COORDINATOR written notice by Certified Mail, within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed ▇▇▇ ten (10) days after the conclusion of the hearing. The decision of the arbitrator shall be final and binding upon the parties. The reasonable expenses and fees of the arbitrator shall be borne equally by the parties. Members of the Executive Committee shall be appointed for a term of one (1) year. Rules and Procedures (Available on request) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. (i.e., e-mail) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. The Co-Chairman will inform the Executive Committee of an absence of a duly appointed representative and who the Alternate Representative is replacing. Alternate Representatives may attend all Executive Committee meetings and have a voice but no vote.
Appears in 1 contract
Sources: Site Stabilization Agreement
Executive Committee. The Symyx and TDCC shall establish a committee comprised of one representative each from Symyx and TDCC (the "Executive Committee as provided for herein shall have Committee"). Each party's representative on the authority to change the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in the Savings Clause (Article XXIV); and to make revisions necessary to this AGREEMENT. The Executive Committee shall consist of eleven (11) duly appointed representatives of the following: five (5) representatives of signatory UNIONS appointed be selected by the UNIONS and five (5) representatives appointed by signatory EMPLOYERSthat party, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives and three (3) or more EMPLOYER representatives, with equal votes. A majority vote will settle any matters before the Executive Committee. In the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve replace its Executive Committee representative at any time, upon written notice to the other and the COORDINATOR written notice by Certified Mail, within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed ▇▇▇ (10) days after the conclusion of the hearingparty. The decision of the arbitrator shall be final and binding upon the parties. The reasonable expenses and fees of the arbitrator shall be borne equally by the parties. Members initial members of the Executive Committee shall be appointed [******] for a term TDCC and [******] for Symyx. The Executive Committee shall meet at least twice per year at locations and times agreed by the parties, and members of one the Executive Committee may participate in any such meeting in person, by telephone, or by televideo conference. Special meetings of the Executive Committee may be called by either party on fifteen (115) yeardays written notice to the other party. Rules Upon consent of the parties, other representatives of Symyx or TDCC may attend Executive Committee meetings as nonvoting observers. Symyx shall prepare minutes of each Executive Committee meeting, which minutes shall be subject to approval by TDCC and Procedures after approval will be signed by Executive Committee representatives of each party. The Executive Committee shall (Available i) oversee the direction of the overall relationship between TDCC and Symyx, (ii) resolve any disputes not resolved by the Research Committee, (iii) set the direction of the Research Program within the bounds set forth in this Agreement and the Research Plan, and (iv) decide upon changes in Fields. In the event that the Executive Committee cannot reach unanimous agreement on requestmatters related to the conduct of the Research Program other than: (a) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. the interpretation of obligations of confidentiality under this Agreement, (i.e.b) the amount of any payments due hereunder, e-mail(c) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one intellectual property ownership, (1d) alternate representative additions to act or changes in the official capacity scope of an appointed representative only the Fields, (e) staffing of research projects, (f) expenditures by Symyx in conducting the Research Program, and (g) rights granted under Article 4, TDCC shall have the right to cast the deciding vote. Unresolved disputes related to (a), (b), (c), (d), (e), (f), or (g) shall be subject to binding arbitration by either party as set forth in Section 13.16, in the absence of a unanimous decision by the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence two members of the appointed representative. The Co-Chairman will inform the Executive Committee of an absence of a duly appointed representative and who the Alternate Representative is replacing. Alternate Representatives may attend all Executive Committee meetings and have a voice but no voteCommittee.
Appears in 1 contract
Sources: Collaborative Research and License Agreement (Symyx Technologies Inc)