Company Independent Committee definition

Company Independent Committee means a committee of the Board comprised solely of one or more of the Independent Directors serving on the Board at the applicable time. For the avoidance of doubt, a Company Independent Committee may be another committee of the Board of Directors comprised solely of Independent Directors (such as the Audit Committee).
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Company Independent Committee shall have the meaning set forth in the Recitals.
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Company Independent Committee means the committee of certain independent members of the Company Board that has been constituted to and has considered the Arrangement and the transactions contemplated by this Agreement;
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Examples of Company Independent Committee in a sentence

  • Any such approval may be provided on behalf of the Company by, and only by, a majority vote of the Independent Directors or a majority vote of the members of a Company Independent Committee (such vote, in either case, “Independent Approval”), and such approval may be granted or denied in such Independent Directors’ or Company Independent Committee’s sole discretion.

  • Except for the Company Financial Advisor and the Company Independent Committee Financial Advisor, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission in connection with the Arrangement based upon arrangements made by or on behalf of the Company.

  • The Company Board has received an opinion of Gleacher Partners LLC to the effect that as of the date hereof the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view and the Company Independent Committee has received an opinion from Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc.

  • The actions taken by the Company Board and the Company Independent Committee constitute approval of the Merger, this Agreement and the Option and Voting Agreement and the other transactions contemplated hereby and thereby by the Company Board under the provisions of Section 203 of the DGCL and the Company has taken all actions necessary such that Section 203 of the DGCL does not apply to this Agreement, the Option and Voting Agreement or the transactions contemplated hereby or thereby.

  • True, correct and complete copies of all agreements with the Company Financial Advisor and the Company Independent Committee Financial Advisor have been made available to the Purchaser.

  • The Company Independent Committee, at a meeting duly called and held on January 17, 2005, has unanimously (i) determined that this Agreement and the Transaction are fair to and in the best interest of the public stockholders of the Company, (ii) recommended approval of this Agreement to the Company Board and (iii) recommended that the holders of the Class A Common Stock approve and adopt this Agreement and approve the Merger.

  • Any such approval may be provided on behalf of the Company by, and only by, a majority vote of the Independent Directors or a majority vote of the members of a Company Independent Committee (such vote, in either case, “Independent Approval”), and such approval may be granted or denied in such Independent Directors’ or Company Independent - 1 - Committee’s sole discretion.

  • The Company Independent Committee has received the opinion of Broadhaven, dated as of the date hereof, to the effect that, as of the date hereof, and based upon and subject to the limitations and assumptions set forth in such opinion, the Merger Consideration to be paid by Parent and the Parent External Adviser pursuant to this Agreement is fair, from a financial point of view, to the holders of shares of Company Common Stock.

  • The Company Independent Committee has received the opinion of Bear, Xxxxxxx & Co. Inc.

  • The approval of any such waiver may be provided on behalf of the Company by, and only by, the affirmative vote of a majority of the independent directors then in office or by any Company Independent Committee by the affirmative vote of a majority of the members of such Company Independent Committee (such vote, in either case, an “Independent Approval”).


More Definitions of Company Independent Committee

Company Independent Committee means the independent committee of the Company Board comprised of three independent directors (within the meaning of applicable Canadian Securities Laws) of the Company;
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Company Independent Committee means a committee of the Board composed solely of one or more of the independent directors serving on the Board at the applicable time. For the avoidance of doubt, a Company IndependentCommittee may be any committee of the Board composed solely of independent directors (such as the Audit Committee).
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Company Independent Committee means the independent committee of the Company Board comprised of independent directors (within the meaning of applicable Canadian Securities Laws) of the Company.
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Related to Company Independent Committee

  • Independent Committee means a committee of the board of directors of the General Partner made up of directors that are “independent” of Brookfield and its Affiliates, as contemplated by applicable securities Laws;

  • Sub-Committee means a committee of a committee created by the board.

  • Investment Committee means the committee in charge of investment aspects of the Plan, as described in Article VII.

  • Advisory Committee means the Employer's Advisory Committee as from time to time constituted.

  • Management Committee means in the case of a Competition which is an unincorporated association, the management committee elected to manage the running of the Competition and where the Competition is incorporated it means the Board of Directors appointed in accordance with the articles of association of that company.

  • Independent Board Committee means the independent board committee of the Company

  • OPSI Advisory Committee means the committee established under Tariff, Attachment M, section III.G.

  • independent review committee means the independent review committee of the investment fund established under National Instrument 81-107 Independent Review Committee for Investment Funds;

  • Retirement Committee means a committee consisting of the Company’s Vice President of Human Resources, the Director of HR Operations and the Compensation & Benefits Manager.

  • Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

  • Oversight Committee means the committee established to monitor the overall implementation of the Canada-Ontario-AMO-Toronto Agreement.

  • Transition Committee shall have the meaning set forth in Section 2.14.

  • Medical Advisory Committee means the Medical Advisory Committee established by the Board as required by the Public Hospitals Act;

  • Joint Committee means the committee established under Article 19 [Joint Committee];

  • Operating Committee means the Operating Committee of Epoch which meets frequently and is responsible for implementing the Company’s strategy, making operational decisions and overseeing the day-to-day running of the Company.

  • Independent Fiduciary means an independent fiduciary who will serve as a fiduciary to the Plan in accordance with Article 3 that has no relationship or interest in any of the Settling Parties and is mutually agreed to by the Settling Parties.

  • Joint Steering Committee or “JSC” has the meaning set forth in Section 3.1.

  • Development Committee has the meaning set forth in Article 3 of the Amended and Restated Research and Development Agreement.

  • Managing Committee means the individual or the body of individuals entrusted or charged with the management and administration of a private educational institution and where a society, trust, or an association manages more than one such institution, includes the managing committee of each such institution;

  • Audit Committee means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Steering Committee has the meaning set forth in Section 2.

  • Investigating Committee means any Officer/Committee appointed by Competent Authority to conduct investigation.

  • Independent Manager shall refer to a member of the Board that meets the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company, the Administrator and their respective affiliates. In the event a Special Committee is formed, the term “Independent Manager” shall, as the context requires, refer generically to each Independent Manager.

  • Executive Committee means the Executive Committee of the Board.

  • Project Steering Committee means the committee referred to in Section I.A.1 of Schedule 2 to this Agreement.

  • Banning Committee means a Committee constituted for the purpose of these guidelines by the competent authority. The members of this Committee shall not, at any stage, be connected with the tendering process under reference.