Special Committee Sample Clauses

Special Committee. The term “Special Committee” shall have the meaning as provided in Section 13(a).
Special Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent shall not and it shall not permit any of its Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Company to, without the consent of a majority of the then existing members of the Special Committee, eliminate the Special Committee, revoke or diminish the authority of the Special Committee or remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a director or member of such committee. For the avoidance of doubt, this Section 5.17 shall not apply to the filling, in accordance with the provisions of the applicable Organizational Documents of the Company, of any vacancies caused by the death, resignation or incapacity of any such director.
Special Committee. Notwithstanding anything to the contrary set forth in this Agreement (but subject to the provisions of this Section 8.16), until the Effective Time, (a) the Company may take the following actions only with the prior approval or recommendation of the Special Committee: (i) amending, restating, modifying or otherwise changing any provision of this Agreement; (ii) waiving any right under this Agreement or extending the time for the performance of any obligation of Parent or Merger Sub under this Agreement; (iii) terminating this Agreement; (iv) taking any action under this Agreement that expressly requires the approval of the Special Committee; (v) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby, that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; (vi) granting any approval or consent for, or agreement to, any item for which the approval, consent or agreement of the Company is required under this Agreement; and (vii) agreeing to do any of the foregoing and (b) no decision or determination shall be made, or action taken, by the Company or by the Company Board under or with respect to this Agreement or the Transactions without first obtaining the approval of the Special Committee. For the avoidance of doubt, (A) any requirement of the Company or the Company Board to obtain the approval of the Special Committee pursuant to this Section 8.16 shall not, and shall not be deemed to, modify or otherwise affect any rights of the Company, or any obligations of the Company to Parent or Merger Sub set forth in this Agreement and (B) in no event shall the Special Committee have the right, power or authority to cause the Company to take any action or matter (other than the election of directors) expressly required by the DGCL to be submitted to the Company’s stockholders for approval. (Signature Page Follows)
Special Committee. Except as may be required by applicable Law, prior to the Effective Time, any consent, waiver or other determination to be made, or action to be taken, by Bluegreen under this Agreement shall be made or taken only upon the approval of the Special Committee.
Special Committee. Prior to the Effective Time, without the consent of the Special Committee, (a) the Board shall not eliminate the Special Committee, or revoke or diminish the authority of the Special Committee, and (b) Parent and Sub shall not, and shall cause each member of the Purchaser Group not to, remove or cause the removal of any director of the Board that is a member of the Special Committee either as a member of the Board or such Special Committee.
Special Committee. Notwithstanding the provisions of this Section 1 to the contrary, if prior to Stockholder casting its vote at a meeting of the stockholders as described in Section 1(a), (i) Stockholder shall be advised in writing by the Special Committee of the Board of Directors of Metropolis (the "Special Committee") that the Purchase Agreement has been terminated in accordance with its terms, or (ii) changes or modifications have been made to the Purchase Agreement or the transactions contemplated thereby or any waiver has been granted under the Purchase Agreement, in each case which would have a material adverse effect on the economic benefits to be realized by Stockholder pursuant to the Purchase Agreement as in effect on the date hereof, then Stockholder shall have the right, but not the obligation, by giving written notice to Jamestown at any time on or prior to the scheduled date of the Metropolis's meeting of its stockholders (as provided in the notice of such meeting in the SEC Disclosure Documents (as defined in the Purchase Agreement)), to terminate this Voting Agreement, and revoke its Proxy, without voting the Shares and the New Shares as contemplated by this Voting Agreement.
Special Committee. The term “Special Committee” shall have the meaning as provided in Section 14(a) herein.
Special Committee. The members of the Special Committee will be treated in the Merger as Public Stockholders with respect to their shares of Instron Common Stock. Mr. Young owns 25,000 shares of Instron Common Stock and Mr. Moore owns 2,500 shares of Instron Common Stock. The third member of the Special Committee, Mr. Smith, does not own any shares of Instron Common Stock. None of the members of the Special Committee hold any options to purchase Instron Common Stock. Upon consummation of the Merger, Mr. Young will be entitled to receive $550,000 as Cash Merger Consideration for his shares of Instron Common Stock and Mr. Moore will be entitled to receive $55,000 as Cash Merger Consideration for his shares of Instron Common Stock. The members of the Special Committee, which held five meetings from March 1999 through the date of this Proxy Statement, will receive compensation from Instron in connection with these committee meetings. In connection with establishing the Special Committee, the Instron Board approved the payment of a one-time 45 56