Common use of Special Committee Clause in Contracts

Special Committee. (a) Prior to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, 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 as a member of such committee. For the avoidance of doubt, this Section 7.15 shall not apply to the filling, in accordance with the provisions of the Company Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enbridge Inc), Agreement and Plan of Merger (Enbridge Energy Management L L C)

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Special Committee. (a) Prior to the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, 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 GP Delegate 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 Partnership Board that is a member of the Special Committee either as a director or as a member of such committee. For the avoidance of doubt, this Section 7.15 8.16 shall not apply to the filling, in accordance with the provisions of the Company AgreementOrganizational Documents of the GP Delegate, of any vacancies caused by the resignation, death or incapacity of any such director.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enbridge Energy Partners Lp), Agreement and Plan of Merger (Enbridge Inc)

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