Strategic Review Committee. The Company agrees that no later than three (3) business days following the date of the 2014 Annual Meeting, the Board will take all action necessary to immediately form a committee of the Board (the "Strategic Review Committee"), with such committee having four total members, including (a) Xx. Xxxxx (who shall serve as Chair of such committee), (b) one of the other New 2014 Nominees and (c) two current directors of the Company as selected by the Board. The purpose of the Strategic Review Committee shall be to review, evaluate and make recommendations to the Board regarding the Company's business strategy.
Strategic Review Committee. WEDC hereby confirms that the Board has formed a Strategic Review Committee. Such committee shall, as promptly as practicable, approve and adopt a committee charter that incorporates the provisions attached hereto as Exhibit A. Any actions taken by the Board’s Strategic Review Committee (and any successor or other committee of the Board that performs a similar function), including any committee approvals or recommendations to the full Board, shall require the unanimous approval of all then serving members of such committee. For purposes of clarity, at all times during the duration of this Agreement, Xx. Xxxx, one of the New Appointees (or such other director designated by the Shareholder Parties as provided for in Section 3(c) above) shall be a member of the Strategic Review Committee.
Strategic Review Committee. As promptly as practicable following the execution of this Agreement, the Board shall take all necessary actions to form a committee of the Board to conduct a strategic review of the business of the Company and make recommendations to the Chief Executive Officer of the Company and thereafter to the Board with respect to the strategic direction of the Company, its businesses and opportunities to enhance shareholder value (the “Strategic Review Committee”). The charter for the Strategic Review Committee is attached hereto as Exhibit A. During the Standstill Period, the Strategic Review Committee shall be comprised of six (6) members, three (3) of whom shall be designated by the X. X. Xxxx Parties and CGC and the remaining three (3) of whom shall be designated by the Board. The six (6) initial members of the Strategic Review Committee shall be Mr. Xxxxxx Xxxxxxx, Xx. Xxxxxxxx Xxxx, Xx. Xxxx Xxxxx, Xx. Xxxxxxx, Xx. Xxxxxxx and Xx. Xxxxxxxx. During the Standstill Period, for so long as Xx. Xxxxxxxx is a director on the Board, Xx. Xxxxxxxx shall be the chairperson of the Strategic Review Committee; in all other circumstances, the Nominating Committee shall designate a New Director as the chairperson of the Strategic Review Committee.
Strategic Review Committee. New Noble Board shall convene a SRC on at least a quarterly basis to discuss the strategic direction and plans for Asset Co for the six-month period following such meeting. The SRC shall initially comprise the chairman of the New Noble Board (“Chairman”) and one representative appointed by the Qualifying Preference Shareholders pursuant to paragraph 10.7. The SRC’s remit will be to review Asset Co’s asset portfolio and make recommendations to the New Noble Board in relation to funding and disposal of key assets. The New Noble Board shall have the power to devolve any matter to the SRC as it in its sole discretion sees fit.
Strategic Review Committee. At the regular meeting of directors held immediately following the Annual Meeting (or, if such regular meeting is not so held, then not later than the 10th day next following the Annual Meeting), the Board shall establish a committee of directors to identify, consider and review potential courses of action and strategic alternatives to increase stockholder value (the "STRATEGIC REVIEW COMMITTEE"), and the Strategic Review Committee shall promptly thereafter engage the services of applicable advisors to assist it in connection therewith. The Strategic Review Committee shall consist of three members: the Chairman of the Board, the CEO and the Pirate Nominee. The Strategic Review Committee shall submit a preliminary report of its findings and recommendations to the full Board at the regularly scheduled November 2006 meeting of the Board or, if the Strategic Review Committee shall so determine, at an earlier regular or special meeting of the Board.
Strategic Review Committee. Parent and the Company will form -------------------------- a Strategic Review Team to meet quarterly and on an "as-needed" basis to develop and review (i) the strategic direction of the Company and its Subsidiaries and their projects, and (ii) the tactics employed to pursue such strategic objectives. The Strategic Review Team may from time-to-time designate subteams or specific personnel to review technical, intellectual property, and financial issues that impact or support the strategic direction of the Company and its Subsidiaries and their projects.
Strategic Review Committee. (i) Following the execution of this Agreement, the Board and all applicable committees of the Board will take all action necessary to immediately appoint the Starboard Designee to the Strategic Review Committee (the “SRC”). The Board will take no action to remove, or seek to remove, the Starboard Designee or any Starboard Designee Replacement, as applicable, from the SRC during the Company Restricted Period.
Strategic Review Committee. Within 30 days after the Fifth Amendment Effective Date, form a three-member strategic review committee (the “Strategic Review Committee”) whose members shall include (i) the Lender Designee (as defined below), (ii) Nxxxx Xxxx, member of the Board of Directors, and (iii) one other member mutually acceptable to the Required Lenders and the Board of Directors, provided, that the Strategic Review Committee’s charter shall be mutually acceptable to the Required Lenders and the Board of Directors. If no Lender Designee has been appointed by Required Lenders, the Lender Designee’s seat on the Strategic Review Committee may be filled by a then-current member of the Board of Directors selected by Required Lenders (an “Alternate SRC Member”); provided that, immediately upon the appointment of a Lender Designee, the Alternate SRC Member shall be removed from the Strategic Review Committee and replaced with the Lender Designee.
Strategic Review Committee. No later than July 1, 2018, the Board shall establish a Strategic Review Committee of the Board (the “Strategic Review Committee”) to conduct a strategic review of the Company’s business and make recommendations to the Board with respect to the Company’s strategy and opportunities to enhance stockholder value. During the Standstill Period, the Strategic Review Committee shall consist of three (3) independent Board members (including one (1) New Director) and the Chief Executive Officer of the Company. One of the independent Board members of the Strategic Review Committee shall be Irvine O. Xxxxxxxx, Xx., and either Mx. Xxxxxxxx or the New Director will serve as Chairman of such committee, as determined by the Board.
Strategic Review Committee. Effective upon the appointment of the Nominees to the Board, the Board will establish a Strategic Review Committee consisting of four (4) directors (the “Strategic Review Committee”), to conduct a strategic review of the Company’s business lines and make recommendations to the Board with regards to business strategy. During the Restricted Period, the Strategic Review Committee will include two (2) Nominees (which may include the Stockholder Nominee or a Replacement Nominee) and two (2) directors selected by the newly reconstituted Board from the then-existing directors.
