STRUCTURE AND PROCEDURES Clause Samples

STRUCTURE AND PROCEDURES. 1. The Conference of Heads of State and Government (“the Conference”) shall be composed of Heads of State and Government of Nile Basin States. 2. The Conference shall establish its own rules and procedures.

STRUCTURE AND PROCEDURES. 1. Sectoral Advisory Committees (“SACs”) may be established by the Council to deal with specific sectoral matters within the competence of the Commission. 2. Unless the Council decides otherwise, a SAC shall be composed of one member from each Nile Basin State who is an expert in the field of activity of the SAC in question. 3. SACs shall be governed by the rules and procedures applicable to the TAC, mutatis mutandis. 4. The Council may establish a SAC charged with establishing linkage between sub-basin organizations and the Commission.

STRUCTURE AND PROCEDURES. 1. The Technical Advisory Committee (the “TAC”) shall be composed of two members from each Nile Basin State who shall be senior officials. Delegates may bring other experts to meetings of the TAC as necessary to deal with special questions. 2. The TAC may establish specialized Working Groups to deal with matters within its competence. 3. The TAC shall convene twice a year in regular session, and in special session if and as the Council, through its Chair, so requests. Unless otherwise decided, the venue for sessions shall be the headquarters of the Commission. 4. The TAC shall propose, for the approval of the Council, its own rules and procedures.

STRUCTURE AND PROCEDURES. (a) Each carrier member of the Council shall be represented by one representative who shall be the member’s chief executive officer, managing director or other person at the highest management level of the carrier member or its heavy lift division (the member’s “Representative”). The Representative of any carrier member may be accompanied by one or more non-voting officers or directors of the carrier member. (b) An Executive Committee (“Committee”), consisting of not less than four (4) nor more than five (5) thirty-five percent (35%) of the Council’s carrier members shall be established to direct the affairs of the Council. Each member of the Executive Committee shall be elected by majority vote of the carrier members and shall hold office throughout the duration of this Agreement or for a term that may be established by the Council. The Committee shall schedule and arrange for Council meetings, establish the agenda for all meetings, and approve and arrange payment of any expenses under this Agreement. (c) A Chairman of the Executive Committee shall be elected by the vote of a majority of the Council. The Chairman may call meetings of the Council and Executive Committee, shall preside at such meetings, and shall represent the Council before Governmental and other bodies. (d) The Chairman shall nominate a Secretary, who is not required to be a Representative. Any nominated Secretary must be approved by a majority of the carrier members. The Secretary shall conduct correspondence on behalf of the Council, shall coordinate with legal counsel, shall keep minutes of meetings of the Council and Executive Committee, shall circulate minutes to carrier members, and shall file or delegate the filing of any minutes or other documents required by any governmental body. (e) The Council or Executive Committee may establish such other committees as it shall deem appropriate with jurisdiction over a trade or subject covered by this Agreement, with such duties and subject to such conditions as the Council or Executive Committee may specify. The members and chairman of each such committee shall be appointed by the Council, Executive Committee or Chairman. Subject to the foregoing, each committee may select a chairman and establish procedures for its meetings and activities. (f) Meetings of the Council and any committee shall be convened at the call of its chairman or a majority of its members, with appropriate notice as to time and location. It shall not be necessary to cir...

STRUCTURE AND PROCEDURES. The Project Group will meet a minimum of quarterly. • Meetings of the Project Group will be chaired by each Competent Authority in turn. • Officer support and secretariat services will be provided by ▇▇▇▇▇▇▇ ▇▇▇▇▇ SAC Project Officer (as defined in the DIPs) when in post. • A minimum of 1 member of the Project Group will represent the group at the JSB meetings. • A quorum of 50% attendance plus one member will be required for decisions to be ratified. Where a decision is needed urgently, the incoming Chair has delegated authority to make the decision. This must then be reported to the next meeting for retrospective agreement. • Where a member of the Partnership has proposed a project outside the agreed DIPs that body is not entitled to vote on that item. • Voting rights are limited to the representatives of the Competent Authorities, one vote per full member authority. • The Cannock Chase SAC Project Officer will not be entitled to vote. • With the agreement of members of the Project Group, advisory members may be co- opted to represent a specific area of interest or issue of consideration.

STRUCTURE AND PROCEDURES. Within [***] ([***]) days after the Effective Date, the Parties shall establish a joint commercialization committee (the “Joint Commercialization Committee” or the “JCC”), which shall be comprised of [***] from each Party, each with appropriate experience in the promotion of therapeutic products. In addition, the JCC may from time to time include additional non-voting, ad-hoc representatives from either Party on specific issues as the need arises; provided, however, that such representatives shall not vote or otherwise participate in the decision-making process of the JCC and are bound by obligations of confidentiality and non-disclosure equivalent to those set [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

STRUCTURE AND PROCEDURES