Parent Special Committee definition

Parent Special Committee shall have the meaning set forth in the Recitals.
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Parent Special Committee means the special committee of the Parent Board.
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Parent Special Committee means the committee of the Board of Directors of Parent established to consider the proposed Merger and the Related Person Investment.
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Examples of Parent Special Committee in a sentence

  • The recorded numbers of participants for each group are 200, 32, and 28, respectively.

  • As of the date of this Agreement, the Parent Special Committee has unanimously determined that this Agreement and the Merger and other transactions contemplated hereby are advisable and in the best interests of the Parent Stockholders and has unanimously resolved to recommend that the Parent Stockholders approve the issuance of the Merger Shares pursuant to the terms of this Agreement (the “ Parent Voting Proposal”).

  • Unless the Parent Board (or the Parent Special Committee) shall have effected a Parent Board Recommendation Change in accordance with the terms of Section 4.07, the Proxy Statement shall include the Parent Board Recommendation.

  • The Parent Special Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of Parent and its stockholders.

  • The execution, delivery and performance of this Agreement by Parent and Merger Sub and the Related Agreements to which Parent and/or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Special Committee.

  • The Parent Board (acting upon the recommendation of the Parent Special Committee) has (A) determined that this Agreement and the Transactions are fair to and in the best interests of Parent, (B) approved, adopted and declared advisable this Agreement and the Transactions and(C) resolved, subject to Section 5.4(d), to recommend that the Share Issuance be approved by the stockholders of Parent (the “Parent Recommendation”).

  • The Parent Special Committee has received a written opinion, or an oral opinion to be subsequently confirmed in writing, of Moelis and Raine to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and conditions set forth therein, the aggregate Merger Consideration provided for in this Agreement is fair, from a financial point of view, to Parent.

  • The financial advisor identified on Schedule 3.2(j) of the Parent Disclosure Letter has delivered its opinion, addressed to the Parent Special Committee, to the effect that, as of the date of such opinion and subject to the qualifications, assumptions and limitations set forth therein, the Merger Consideration to be paid by Parent in the Merger is fair, from a financial point of view, to Parent.

  • From and after the date hereof, the Parent Board shall act solely with the prior approval of the Parent Special Committee with respect to any actions of the Parent to be taken with respect to this Agreement, including any amendment, modification, or waiver of this Agreement.

  • The Termination Agreements entered into on the date hereof shall remain in effect and shall not have been amended or modified, or any of the Company’s or the Parent’s rights thereunder waived, except in each case to the extent each of the Company (acting at the direction of the Company Special Committee) and the Parent (acting at the direction of the Parent Special Committee) has approved in writing prior thereto such amendment, modification or waiver.


More Definitions of Parent Special Committee

Parent Special Committee means the special committee of the Parent Board, comprised of certain disinterested and independent trustees of Parent, established for the purposes of investigating, evaluating, developing, exploring and negotiating a possible transaction involving Parent and the Company and all matters related thereto (or any other alternative transaction(s)). The Parent Special Committee constitutes an authorized committee of the Parent Board for purposes of this Agreement.
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Parent Special Committee means the special committee of independent directors established by the Parent Board.
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Parent Special Committee means the Special Committee of the Board of Directors of Parent formed on December 12, 2002.
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Parent Special Committee shall have the meaning set forth in the recitals of this Agreement.
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Related to Parent Special Committee

  • 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.

  • Merger Sub Board means the board of directors of Merger Sub.

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

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

  • Parent Board means the board of directors of Parent.

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

  • Screening Committee means the State level Screening Committee constituted in terms of sub-rule (2) of rule 123 of these rules.

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

  • 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.

  • Joint Committee means the Joint Committee established by Article 164(1) of the withdrawal agreement;

  • Conflicts Committee is defined in the Partnership Agreement.

  • 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.

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

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

  • Technical Advisory Committee means a committee established under section 12;

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

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);

  • Standing Committee means a permanent committee with a regular meeting schedule and designated subject matter jurisdiction that is authorized by the Rules of the Senate or the Rules of the House of Representatives.

  • 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.

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

  • joint board means the Townsville-Thuringowa Water Supply Joint Board.

  • 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;

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

  • Acquiror Board means the board of directors of Acquiror.

  • Directors Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;