IPO Committee Sample Clauses

IPO Committee. Subject to the terms of this Section 5.1(r)(v), the Board shall irrevocably form (and, pursuant to the approval of this Agreement by the Board, the Board hereby does irrevocably create) an initial public offering committee (the “IPO Committee”), which Committee shall be and hereby is directed by the Members, pursuant to the approval of this Agreement by the Board is hereby directed by the Board, to approve an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and shall be and hereby is charged by the Members, and pursuant to the approval of this Agreement by the Board is hereby charged by the Board, with the full power and exclusive authority to evaluate, negotiate, establish the terms of and approve an IPO and related transactions and actions; provided, however, that (i) notwithstanding the foregoing, the IPO Committee is dissolved if an IPO has not been priced in accordance with the terms set forth on Schedule 5.1(r)(v); (ii) notwithstanding the foregoing, any IPO approved by the IPO Committee may be vetoed prior to the pricing of such IPO by the Board pursuant to a Special Board Approval; (iii) the IPO Committee shall cause the Company to use commercially reasonable efforts to cause the IPO to be in the form of an “Up-C” transaction (or other similar transaction having substantially the same tax treatment); (iv) (A) the IPO Committee shall, no later than forty-five (45) days prior to the reasonably expected date of effectiveness of a registration statement under the Securities Act in connection with an IPO, present to Walgreens and the Founders a proposal regarding the steps that would be undertaken to effectuate such “Up-C” transaction, including a proposal of all actions that would be required or prudent in order for the steps undertaken to effectuate the “Up-C” transaction (and any associated restructurings) to fit within one or more of the categories set forth in Treasury Regulations Section 1.7704-1(e) and (B) the specific structuring and terms of such “Up-C” transaction (particularly from a tax perspective) shall be subject to reasonable and good faith discussion and consultation among the IPO Committee, the Founders and Walgreens; and (v) Special Board Approval shall be required to approve any related transaction or action involving the formation of or conversion of the Company into the VMD Corporation that would not be done in a manner that protects the economic and governance rights of the Members, except as provided in this Agree...
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IPO Committee. Until the closing of the IPO, the Board shall establish a committee of the Board (the “IPO Committee”), which shall consist of two (2) directors that were designated for election by the Class B Majority Holders and two (2) Class A Directors (as defined in the Certificate of Incorporation). An act shall be approved by the IPO Committee only if such act is unanimously approved by all directors serving on such IPO Committee. The IPO Committee shall be responsible for preparation of the Company’s IPO, including selecting and working with underwriters and counsel and preparing and reviewing a registration statement. The IPO Committee shall be delegated responsibility for strategy regarding execution of the IPO, as well as timing and pricing of the IPO; provided that, subject to the final sentence of this Section 9(h), the Board shall be responsible for ultimate approval of the IPO. Notwithstanding the foregoing, where holders of EBG Investor Registrable Securities exercise rights in accordance with this Agreement to cause the Company to complete the IPO, the holders of EBG Investor Registrable Securities shall, subject to the provisions of this Agreement, have primary responsibility for strategy regarding execution of IPO, as well as timing and pricing such IPO. In all cases, the IPO Committee will have primary responsibility for managing all other aspects of IPO, including marketing. The Company and its Board shall follow and act on the recommendations of the IPO Committee except where the Company’s Board concludes that to do so would be reasonably likely to cause a breach of its fiduciary duties.
IPO Committee. (a) The parties hereto (other than the Selling Investors, whose agreement is not required) agree to the formation of a committee (the “IPO Committee”) comprised of the individuals set forth on Section 9.12 of the Newhall Disclosure Schedule. A member of the IPO Committee may only be removed by unanimous consent of the parties hereto (other than the Selling Investors). If any member of the IPO Committee resigns (which any member may do at any time by written notice to the Company), becomes incapacitated or dies, then the party or parties hereto with which such member of the IPO Committee is affiliated may appoint an individual as a replacement member to the IPO Committee.

Related to IPO Committee

  • 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.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • 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.

  • TRANSITION COMMITTEE 8.1.0 A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • 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:

  • Union Committee The Union shall appoint and maintain a Committee comprising persons who are employees of the Employer, and/or the Senior Union Official, or her/his representative, which shall be known as the Union Committee. The Union at all times shall keep the Employer informed of the individual membership of the Committee.

  • Negotiation Committee (A) The Union may designate certain employees to serve on its Negotiation Committee, and such employees will be granted administrative leave to attend negotiating sessions with the state. No employee shall be credited with more than the number of hours in the employee's regular workday for any day the employee is in negotiations. The agency shall not reimburse employees for travel, meals, lodging, or any expense incurred in connection with attendance at negotiating sessions.

  • LIAISON COMMITTEE 8.01 A Liaison Committee shall be established which shall meet on an informal basis at the call of any of the parties signatory hereto, to discuss matters of mutual interest pertaining to the Project and/or this Agreement, with the objective of promoting and maintaining beneficial relations and cooperation between the parties, and of ensuring the achievement of the purposes of this Agreement. The Liaison will meet at least twice per year.

  • Selection Committee A. Each building site will appoint a selection committee for the TLS. The committee shall be comprised of equal numbers of teachers and administrators and at least one teacher will be appointed by the Des Moines Education Association.

  • Chairperson of Committee An Employer representative and a Union representative shall alternate in presiding over meetings.

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