Fairness Committee definition

Fairness Committee means the governance committee established by the Transferee Board, which carries out the function of a with- profits committee (as defined in the PPFM of each applicable Transferee with-profits fund) to oversee the fair treatment of policyholders and to advise the Transferee Board on matters that affect policyholders’ and shareholders' interests (or conflicting interests of different groups of policyholders), so as to ensure that each party is treated fairly;
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Fairness Committee means a committee duly established pursuant to the Venture Trust Instrument and the bylaws of each other Guarantor, Restricted Subsidiary and any successor to Venture Holdings Trust without whose approval (and without the approval of a majority of its Independent members) the Trust, a Guarantor or a Restricted Subsidiary shall not be authorized to enter into any transaction or take any action which pursuant to the terms of this Indenture requires approval of the Fairness Committee.
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Fairness Committee has the meaning specified therefor in Section 14.02(b).
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Examples of Fairness Committee in a sentence

  • The Board of Directors shall establish a Fairness Committee and shall have the authority to appoint and dismiss its members.

  • At least one of the members of the Fairness Committee shall be independent.

  • Pursuant to MSA Section 21.200(501), the Corporation's management is hereby divided into (1) a Fairness Committee which, to the extent required by the Corporation's loan documents, shall review and approve certain transactions and (2) a Board of Directors, which shall have the power to determine all management issues regarding the business and affairs of the Corporation, subject to the required approval of certain transactions by the Fairness Committee.

  • Each Director of the Corporation who is not a 10% Stockholder and has served continuously since before any current establishment of the Fairness Committee, shall be a member of such committee; no other Director shall be a member of the committee unless chosen unanimously by the other members.

  • It shall be the duty of the Fairness Committee to make a separate determination as to the fairness to the Corporation and all of its stockholders of transactions that are not in the ordinary course of the business of the Corporation.

  • A Fairness Committee of the Board of Directors of the Corporation is hereby established during any period of the existence of a 10% Stockholder.

  • The Corporation shall pay all the reasonable expenses of the Fairness Committee, including the fees and expenses of persons (including former members of the committee) hired to assist the committee or its members in their tasks, and expenses incurred by the members of the committee in the course of attending its meetings or otherwise carrying out its functions.

  • The Fairness Committee shall act by a majority of its members, and shall establish such other rules of procedure as it sees fit to govern its actions; provided, however, that it shall have no power to take any action unless there are at least three members in agreement on such action.

  • If the Fairness Committee shall be unable to act, a majority of all present and former members of the Fairness Committee shall have the power to determine who is a 10% Stockholder, what transactions are extraordinary, and what percentage of the outstanding shares of the Common Stock of the Corporation that are not held by any 10% Stockholder have voted to ratify any extraordinary transaction.

  • The Fairness Committee shall have the power to interpret and to determine the satisfaction of all the terms, provisions and requirements of this Article VII.


More Definitions of Fairness Committee

Fairness Committee has the meaning ascribed thereto in subsection 15.1;
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Fairness Committee means a committee (i) appointed by the Special Advisor or Successor Special Advisor Group and (ii) designated in a Loan Facility as the entity whose approval (and the approval of a majority of its Independent member) is required in order for the LLC to be authorized to enter into specified transactions or take specified actions.
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Fairness Committee has the meaning ascribed thereto at subsection 15.1 of the License Agreement;
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Fairness Committee s determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, the Trust shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.
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Fairness Committee means Perella Weinberg Partners LP’s Fairness Committee in connection with the CERP Transaction.
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Related to Fairness Committee

  • Nominations Committee means the nominations committee established pursuant to Article 100(k).

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 116;

  • Listing Committee the listing committee of the Stock Exchange;

  • Company Board of Directors means the board of directors of the Company.

  • Regional Committee means the regional committee on school

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

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

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

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • Appeal Committee means the appeal committee established by the Council in terms of section 12(3)(a);

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

  • Parent Board means the board of directors of Parent.

  • Governance Committee means the Governance Committee of the Board.

  • Sanctions Committee means the Committee of the United Nations Security Council which was established pursuant to paragraph 18 of United Nations Security Council Resolution ("UNSCR") 1737 (2006);

  • Conflicts Committee is defined in the Partnership Agreement.

  • Evaluation Committee means a body appointed to perform the evaluation of Offerors’ proposals.

  • Company Board means the Board of Directors of the Company.

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

  • Board of Directors or Board means the Board of Directors of Betex India Limited, as constituted from time to time.

  • Ethics Committee means an independent body established in a Member State in accordance with the law of that Member State and empowered to give opinions for the purposes of this Regulation, taking into account the views of laypersons, in particular patients or patients' organisations;

  • Board Committee means those individual Directors who have been appointed by the Board of Directors with the powers and responsibilities specified in Article V and to which has been delegated any fiduciary responsibilities of the Board of Directors with respect to the Plan.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Member board means a state agency in a member state that acts in the sovereign interests of the state by protecting the public through licensure, regulation, and education of physicians as directed by the state government.

  • P&T committee means a committee of the hospital composed of physicians, pharmacists, and other health professionals that evaluates the clinical use of drugs within the hospital, develops policies for managing drug use and administration in the hospital, and manages the hospital drug formulary system. “Physician” means a person who is currently licensed in Iowa to practice medicine and surgery, osteopathic medicine and surgery, or osteopathy. A physician who executes a written protocol with an authorized pharmacist shall supervise the pharmacist’s activities involved in the overall management of patients receiving medications or disease management services under the protocol. The physician may

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