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.
Appears in 2 contracts
Sources: Merger Agreement (Books a Million Inc), Merger Agreement
Special Committee. Prior to the Effective Time, without the prior written consent of the Special Committee, (ai) the Company Board shall not eliminate dissolve, dismantle or otherwise dismantle the Special Committee, or revoke or diminish the authority of the Special Committee, and (bii) Parent and neither Parent, Merger Sub nor their respective Affiliates (including TPG Cannes Aggregation, L.P.) shall not, and shall cause each member of the Purchaser Group not to, remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a member of the Company Board or such Special CommitteeCommittee other than for cause.
Appears in 2 contracts
Sources: Merger Agreement (Convey Health Solutions Holdings, Inc.), Merger Agreement (Convey Health Solutions Holdings, Inc.)
Special Committee. Prior to the Effective Time, without the consent of the Special Committee, (a) the Company Board shall not eliminate the Special Committee, or revoke or diminish the authority of the Special Committee, and (b) Parent, Merger Sub and Parent and Sub Guarantor shall not, and shall cause each member of the Purchaser Group not to, remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a member of the Company Board or such the Special Committee.
Appears in 1 contract
Sources: Merger Agreement (Realnetworks Inc)
Special Committee. Prior to the Effective Time, without the prior written consent of the Special Committee, (ai) the Company Board shall not eliminate dissolve or otherwise dismantle the Special Committee, or revoke or diminish the power and authority of the Special Committee, and (bii) Parent and neither Parent, Merger Sub nor their respective Affiliates shall not, and shall cause each member of the Purchaser Group not to, remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a member of the Company Board or such Special CommitteeCommittee other than for cause.
Appears in 1 contract
Special Committee. Prior to the Effective Time, without the prior written consent of the Special Committee, (ai) the Company Board shall not eliminate dissolve, dismantle or otherwise dismantle the Special Committee, or revoke or diminish the authority of the Special Committee, and (bii) Parent and neither Parent, Merger Sub Inc., Merger Sub LLC nor their respective Affiliates shall not, and shall cause each member of the Purchaser Group not to, remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a member of the Company Board or such Special Committee.
Appears in 1 contract
Special Committee. Prior to the Effective Time, without the prior written consent of the Special Committee, (ai) the Company Board shall not eliminate dissolve or otherwise dismantle the Special Committee, or revoke or diminish the authority of the Special Committee, and (bii) Parent and neither Parent, Merger Sub nor their respective Affiliates (including PSC Echo, LP) shall not, and shall cause each member of the Purchaser Group not to, remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a member of the Company Board or such Special CommitteeCommittee other than for cause.
Appears in 1 contract
Sources: Merger Agreement (Eargo, Inc.)
Special Committee. Prior to the Effective Time, without the prior written consent of the Special Committee, (ai) the Company Board shall not eliminate dissolve, dismantle or otherwise dismantle the Special Committee, or revoke or diminish the authority of the Special Committee, and (bii) Parent neither Parent, Merger Sub nor their respective Affiliates (including THL Agiliti LLC and Sub ▇▇▇▇▇▇ ▇. ▇▇▇ Partners, L.P.) shall not, and shall cause each member of the Purchaser Group not to, remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a member of the Company Board or such Special CommitteeCommittee other than for cause.
Appears in 1 contract
Sources: Merger Agreement (Agiliti, Inc. \De)
Special Committee. Prior to the Effective Time, without the prior written consent of the Special Committee, (ai) the Company Board shall not eliminate dissolve, dismantle or otherwise dismantle the Special Committee, or revoke or diminish the authority of the Special Committee, and (bii) Parent and neither Parent, Merger Sub nor their respective Affiliates shall not, and shall cause each member of the Purchaser Group not to, remove or cause the removal of any director of the Company Board that is a member of the Special Committee either as a member of the Company Board or such Special CommitteeCommittee other than for cause.
Appears in 1 contract