Transaction Committee Sample Clauses

Transaction Committee. (a) In order to facilitate the consummation of the transactions contemplated by this Agreement on a timely basis, including the preparation and negotiation of the Ancillary Agreements, the separation of the Shared Business Contracts contemplated by Section 6.6, and the transfer of the Acquired Assets and the assumption of the Assumed Liabilities at Closing, prior to the Closing, Buyer Parent and Seller Parent shall establish a committee (the “Transaction Committee”) to be managed by Xxxxx Xxxxxxxx of Buyer Parent and Xxx Xxxxxxx of Seller Parent, with such other members as they shall mutually agree, which Transaction Committee shall have responsibility for (i) coordinating and directing the efforts of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, (B) the separation of the Shared Business Contracts contemplated by Section 6.6, subject to Section 6.2, (C) obtaining all Consents, Permits and Regulatory Registrations from third-parties that are necessary or desirable in connection with the consummation of the Transactions, and (D) coordinating and directing the efforts of the Parties with respect to obtaining the Debt Financing in accordance with Section 9.4 and Section 9.5, (ii) overseeing the transition team established pursuant to Section 6.3(b) and the related process of identifying services to be provided by the Parties following Closing, (iii) communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby (other than any actions of Seller Parent taken in respect of a Company Proposal), and (iv) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby, including transitional plans of the Buyer Group and the Seller Group following the Closing, to the extent not in violation of applicable Laws, including Laws regarding the exchange of information and other laws regarding competition.
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Transaction Committee. From the date hereof until the Effective Time, a committee of the Board of Directors (the “Transaction Committee”) initially comprised of those members of the Board of Directors set forth on Section 6.05 of the Company Disclosure Schedule shall be responsible for overseeing (i) actions taken by the Company and its Subsidiaries in connection with obtaining the Required Antitrust Regulatory Filings/Approvals and the Required Insurance Regulatory Filings/Approvals, (ii) the administration of the Retention Plan, (iii) the performance of the Company’s obligations under this Agreement and (iv) all other actions taken by the Company and its Subsidiaries in furtherance of completing the Mergers (collectively, the “Specified Transaction Matters”). The Transaction Committee shall initially designate Xxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxx and Xxx Xxxxx as the Company executives responsible for execution of the Specified Transaction Matters, and Messrs. Xxxxxx, Xxxxxx and Xxxxx and Ms. Xxxxx shall report directly to the Transaction Committee with respect to such Specified Transaction Matters. In the event that a senior executive of Parent desires to discuss any issue or matter arising from or related to the Specified Transaction Matters with the Company, they should consider Messrs. Xxxxxx, Xxxxxx and Xxxxx and Ms. Xxxxx to be the designated contact persons of the Company for the purposes of discussing any such issues or matters; provided that, for the avoidance of doubt, the foregoing shall not relieve any of Parent, the Merger Subs or the Company from any obligation to provide any notice otherwise required by this Agreement in accordance with ‎Section 11.01.
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Transaction Committee. During the period from the date of this Agreement through the Second Applicable Date, in the event that the Company's Board of Directors is required to act with respect to (a) an amendment, modification or waiver of rights under, this Agreement, the Certificate, the Warrants or the Shareholders Agreement (the "Related Agreements"), (b) the enforcement of obligations of the Purchasers under the Related Agreements or (c) approval of actions relating to the disposition of Non-Core Assets, such action shall be deemed approved by the Board if approved by the Transaction Committee.
Sample 1
Transaction Committee. During the period from the date of this Agreement through the Fourth Anniversary Adjustment Date, in the event that the Company’s Board of Directors is required to act with respect to (a) an amendment, modification or waiver of rights under, this Agreement, the Certificate, the Warrants or the Shareholders Agreement (the “Related Agreements”), (b) the enforcement of obligations of the Purchasers under the Related Agreements or (c) approval of actions relating to the disposition of Non-Core Assets, such action shall be deemed approved by the Board if approved by the Transaction Committee.
Sample 1
Transaction Committee. The Transaction Committee is composed solely of Disinterested Directors. The Transaction Committee has (i) unanimously determined that this Agreement and the transactions provided for herein, including the Merger, are fair to and in the best interest of the Company and the holders of Company Common Stock, and (ii) unanimously recommended to the Company’s Board of Directors that the Company adopt this Agreement and the transactions contemplated hereby, including the Merger, which determination and recommendation have not been subsequently withdrawn or modified in a manner adverse to Parent.
Sample 1
Transaction Committee. (a) At the Company’s organizational Board meeting following the election of one or more Clinton Group Nominees to the Board at the 2013 Annual Meeting, the Board will appoint two of the Clinton Group Nominees that are elected at the 2013 Annual Meeting to the Company’s standing Transaction Committee to be two of the five members of such Committee.
Sample 1
Transaction Committee. Except as set forth in this Section 6.04 or otherwise unanimously agreed by the voting members of the Transaction Committee, (1) the actions specifically delegated to the Transaction Committee pursuant to this Section 6.04 will not require the approval or consent of the Board or the Members, and (2) once an action is approved by the Transaction Committee, the voting members of the Transaction Committee will have the authority (subject to any specific limit on the delegation of authority in connection with such Transaction Committee approval or any subsequent determination of the Transaction Committee) to bind the Company and to execute on behalf of the Company any instrument in writing or any assignment or endorsement thereof giving effect to such action, in each case, to the extent consistent with such Transaction Committee approval and without requiring further consent or approval of the Transaction Committee, the Board or the Members. Notwithstanding any of the foregoing to the contrary, no approval by the Transaction Committee will be required to authorize (x) any Company Sale, Initial Public Offering, IPO Reorganization (subject to the first sentence of Section 11.04(a)) or Drag-Along Transaction, or (y) any action approved by the Board (including any action set forth in Section 6.03).
Sample 1
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Transaction Committee 
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Related to Transaction Committee

  • Transition Committee 8.1.0 A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Investment Committee The board of directors of the insurance company shall appoint an investment committee of the investment manager as the investment committee of the insurance company. The investment committee shall meet at least once each quarter to review the investments and loans of the insurance company.

  • Advisory Committee The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “Advisory Committee”) to provide input and recommendations regarding remediation spending from that Settling State’s Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State-Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements:

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