Common use of How Constituted Clause in Contracts

How Constituted. The Board of Directors, by resolution adopted by a majority of the whole Board, (a) shall designate an Executive Committee, a Compensation and Benefits Committee and an Audit Committee (each, a "Standing Committee" and, collectively, the "Standing Committees") and (b) may designate one or more additional committees (each, an "Additional Committee" and, together with the Standing Committees, the "Committees"). During the term of the Stockholders Agreement, each Standing Committee shall consist of such number of Directors as provided by this Section 3.01. Each Additional Committee shall consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Executive Committee shall consist of the chief executive officer of the Corporation and four other Directors selected in the manner provided in Section 2 of the Stockholders Agreement. One of the Directors nominated by the CDR Fund (as provided in Section 2(a) of the Stockholders Agreement) shall serve as the Chairman of the Executive Committee. Each of the Compensation and Benefits Committee and the Audit Committee shall consist of five Directors who shall be selected in the manner provided in Section 2 of the Stockholders Agreement. Any Additional Committee may be abolished or re-designated from time to time by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any Additional Committee, who may replace any absent or disqualified member or members at any meeting of Additional Committee. Members of any Standing Committee or any Additional Committee shall (and alternate members, if any, of any Additional Committee may) be designated at the annual meeting of the Board of Directors. Each member of any Standing Committee or any Additional Committee (and any alternate member of any Additional Committee) (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal. [Section 141(b),(c).]

How Constituted. The Board of Directors, by resolution adopted by a majority of the whole Board, (aA) shall designate an Executive Committee, a Compensation and Benefits Committee and an Audit Committee (each, a "Standing Committee" and, collectively, the "Standing Committees") and (bB) may designate one or more additional committees (each, an "Additional Committee" and, together with the Standing Committees, the "Committees"). During the term of the Stockholders Agreement, each Standing Committee shall consist of such number of Directors as provided by this Section 3.01. Each Additional Committee shall consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Executive Committee shall consist of the chief executive officer of the Corporation and four other Directors selected in the manner provided in Section 2 of the Stockholders Agreement. One of the Directors nominated by the CDR Fund (as provided in Section 2(a) of the Stockholders Agreement) shall serve as the Chairman of the Executive Committee. Each of the Compensation and Benefits Committee and the Audit Committee shall consist of five Directors who shall be selected in the manner provided in Section 2 of the Stockholders Agreement. Any Additional Committee may be abolished or re-designated from time to time by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any Additional Committee, who may replace any absent or disqualified member or members at any meeting of Additional Committee. Members of any Standing Committee or any Additional Committee shall (and alternate members, if any, of any Additional Committee may) be designated at the annual meeting of the Board of Directors. Each member of any Standing Committee or any Additional Committee (and any alternate member of any Additional Committee) (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal. [Section 141(b),(c).]

How Constituted. The Board of Directors, by resolution adopted by a majority of the whole Board, (a) shall designate an Executive Committee, a Compensation and Benefits Committee and an Audit Committee (each, each a "Standing Committee" and, collectively, the "Standing Committees") and (b) may designate one or more additional committees (each, each an "Additional Committee" and, together with the Standing Committees, the "Committees"). During the term of the Stockholders Agreement, each Standing Committee shall consist of such number of Directors as provided by this Section 3.01. Each Additional Committee shall consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Executive Committee shall consist of the chief executive officer of the Corporation and four other Directors selected in the manner provided in Section 2 of the Stockholders Agreement. One of the Directors nominated by the CDR Fund (as provided in Section 2(a) of the Stockholders Agreement) shall serve as the Chairman of the Executive Committee. Each of the Compensation and Benefits Committee and the Audit Committee shall consist of five Directors who shall be selected in the manner provided in Section 2 of the Stockholders Agreement. Any Additional Committee may be abolished or re-re- designated from time to time by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any Additional Committee, who may replace any absent or disqualified member or members at any meeting of such Additional Committee. Members of any Standing Committee or any Additional Committee shall (and alternate members, if any, any of any Additional Committee may) be designated at the annual meeting of the Board of Directors. Each member of any Standing Committee or any Additional Committee (and any alternate member of any Additional Committee) (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal. [Section 141(b),(cSections 141 (b), (c).]