Audit and Compensation Committees. The Company will maintain an Audit Committee of the Board of Directors and a Compensation Committee of the Board of Directors. All committees of the Board of Directors, including without limitation, the Audit and Compensation Committees, shall each include at least one (1) director appointed by LC.
Audit and Compensation Committees. The Board of Directors may, by resolution passed by a majority of the total number of directors which the Company would at the time have if there were no vacancies, designate an audit committee of the Board of Directors (the "AUDIT COMMITTEE"), which shall be responsible for reviewing the scope of the Company's independent auditors' examination of the Company's financial statements and receiving and reviewing their reports, and a compensation committee of the Board of Directors (the "COMPENSATION COMMITTEE"), which shall be responsible and have authority for determining the Company's policies with respect to the nature and amount of all compensation to be paid to the Company's executive officers and administering the Company's benefit plans and shall also have the authority to issue shares of capital stock or any other equity or debt security, or option or security convertible into equity or debt securities, of the Company. Prior to a Voting Termination Event each of the Audit Committee and the Compensation Committee shall consist of two members, one of whom shall be an OCM Director that is designated for membership on such committee by OCM and one of whom shall be a WES&S Director that is designated for membership on such committee by WES&S. Only OCM shall have the right to remove an OCM Director who is a member of the Audit Committee or Compensation Committee or to fill a vacancy on the Audit Committee or Compensation Committee caused by the resignation, removal or death of such OCM Director. Only WES&S shall have the right to remove a WES&S Director who is a member of the Audit Committee or Compensation Committee or to fill a vacancy on the Audit Committee or Compensation Committee caused by the resignation, removal or death of such WES&S Director.
Audit and Compensation Committees. The Board of Directors of the Company shall maintain an Audit Committee and a Compensation Committee of the Board of Directors. Each committee will be comprised solely of non-management directors and will include at least two (2) of the Preferred Directors. The Compensation Committee will be responsible for reviewing and approving all option grants, as well as compensation of all executive officers of the Company and all non-executive officer employees of the Company whose annual salary (including base salary and cash bonuses) exceeds, or is reasonably expected to exceed, $120,000.
Audit and Compensation Committees. No later than 90 days after the Initial Closing (as defined in the Purchase Agreement) the Company shall cause to be established, and will maintain, an audit and compensation committee, each of which shall consist solely of non-employee directors.
Audit and Compensation Committees. The Company shall at all times maintain an audit committee and a compensation committee consisting of at least three members of the Board of Directors.
Audit and Compensation Committees. The Company will establish --------------------------------------------- an audit committee and a compensation committee of the Board of Directors, as well as any other committees required by the Nasdaq regulations. A majority of the members of the audit committee and the compensation committee shall be independent directors as defined in Section 8.3 above. The nominating committee ----------- of the Board of Directors will nominate members to the audit committee and the compensation committee as well as any other committee formed by the Board of Directors.
Audit and Compensation Committees. The Shareholders and the Company shall each take or cause to be taken such actions as may be required from time to time to establish and maintain audit and compensation committees of the Board of Directors of the Company, each comprised of no more than three members, having such duties and responsibilities customary for such committees, and to elect no more than one of the Institutional Directors to each of such committees.
Audit and Compensation Committees. The Board shall appoint an audit committee and a compensation committee, each of which will be comprised of three individuals, and the majority of which individuals on each committee will not be involved in the management of the Company.
Audit and Compensation Committees. Unless the Majority Investors otherwise agree, the Board of Directors shall have an audit committee (the "Audit Committee"), a compensation committee (the "Compensation Committee") and a valuation committee (the "Valuation Committee"), each of which shall have three members one of whom shall be the Series B Director, at least one other of whom shall be a Disinterested Outside Director and, so long as the directors of the Company include directors designated pursuant to Section 3.1(a), one of the directors designated pursuant to Section 3.1(a). The Audit Committee will have the authority and responsibility for the selection, engagement or discharge of independent auditors, reviewing with the independent auditors the plan and results of the auditing engagement, reviewing the Company's systems of internal accounting controls, directing investigations in matters within the scope of its functions and performing any and all other such functions customarily performed by audit committees of public companies. The Compensation Committee will have the authority and responsibility for establishing and administering the stock, incentive and other employee benefit plans of the Company, establishing and changing the compensation of executive officers, approving or amending existing and proposed employment agreements between the Company and its executive officers and performing any and all other such functions customarily performed by compensation committees of public companies. The Valuation Committee shall have the authority and responsibilities as described in the Series B Certificate of Designation. The requirement of the Board of Directors to designate each of the Audit Committee, the Compensation Committee and the Valuation Committee as set forth in this Section 3.13 shall terminate on the earlier of the date on which (i) all of the shares of Series B Preferred Stock held by the Investors are converted into Common Stock of the Company in accordance with the terms of the Series B Certificate of Designation or (ii) the Investors no longer hold any shares of Series B Preferred Stock.
Audit and Compensation Committees. Except as otherwise required by law or regulation including but not limited to the federal securities laws or requirements of any exchange or market on which the Company's Equity Securities are listed or quoted from time to time, the Company shall, by provision of its bylaws or otherwise, establish and maintain a Compensation Committee and an Audit Committee of the Board. For so long as the holders of Preferred Stock have the right to elect a director to the Board, the Audit Committee and the Compensation Committee shall each consist of at least two directors, one of whom is the Series A Director and the other of whom shall be unaffiliated with management of the Company.
