Common use of Committees Clause in Contracts

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board board of Directors may, by resolution passed by a majority of the whole Board of Directors, directors may designate one or more committees, each committee to of which shall consist of one or more of the Directors of the Companydirectors. The Board board of Directors directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a any member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent such committee or disqualified membercommittees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of any such absent or disqualified member. Any committeecommittee shall, to the extent provided in the a resolution of the Board board of Directors establishing such committeedirectors and subject to the limitations contained in the Delaware General Corporation Law, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require itCorporation. Each committee shall keep regular minutes such records and report to the Board board of Directors when requireddirectors in such manner as the board of directors may from time to time determine. The designation Except as the board of directors may otherwise determine, any such committee may make rules for the conduct of its business. Except as provided in the next sentence, and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action unless otherwise provided in a resolution of the Board board of Directors is required under applicable law. The Board directors or in rules adopted by the committee, each committee shall conduct its business as nearly as possible in the same manner as provided in these Bylaws for the board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in itdirectors. A majority of the members of any such a committee shall constitute a quorum, and the act of a majority of the members of a committee present at any meeting at which a quorum is present shall be the act of the committee. Each The board of directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessarycommittee. Except as otherwise provided by The term of office of the Board members of Directors, meetings of any each committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall fixed from time to time be amended. Any member of any such committee elected or appointed by the Board board of Directors may directors; provided, however, that any committee member who ceases to be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of the board of directors shall automatically cease to be a committee member. Nothing herein shall be deemed to prevent the board of directors from appointing one or more committees consisting in whole or in part of persons who are not directors of itself create contract rightsthe Corporation; provided, however, that no such committee shall have or may exercise any authority of the board of directors.

Committees. The Board of Directors may, Trustees may by resolution passed by a majority of the whole entire Board (1) appoint from among its members an Executive Committee and (2) appoint other committees composed of two or more Trustees officers, or others as the Trustee shall determine, and may delegate to such committees, in the intervals between meetings of the Board of DirectorsTrustees, designate one any or more committees, all of the powers of the Board of Trustees in the management of the business and affairs of the Trust. The powers conferred upon each committee to consist of one or more shall be determined by resolution of the Directors of the CompanyTrustees. The Board may abolish a committee at any time and shall have the power to rescind any action of Directors any committee, but no such rescission shall have retroactive effect. The Board shall have the power to fill vacancies in the committees and may designate one or more Directors Trustees or other persons as alternate members of any committee, committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committeeBoard, shall have and may exercise all the powers and authority of the Board, except with respect to: (a) the approval of any action which under the Declaration of Trust or applicable law also requires Shareholders’ approval or requires approval by a majority of the entire Board or certain members of Directors the Board; (b) the filling of vacancies on the Board or on any committee; however, a committee comprised of Disinterested Trustees may select and nominate other Persons who are not “interested persons” as defined in the management 1940 Act to serve as a Trustee; (c) the fixing of compensation of the business and affairs Trustees for serving on the Board or on any committee; (d) the amendment or repeal of the Company, and may authorize Declaration of Trust or of these By-Laws or the seal adoption of a new Declaration of Trust or new By-Laws; or (e) the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation amendment or repeal of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action resolution of the Board of Directors which by its express terms is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected not so amendable or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsrepealable.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directorsfrom time to time, designate one (1) or more committeescommittees (each, a “Committee”), each committee of which shall, unless otherwise provided in this Agreement and subject to consist applicable exchange rules and law, be comprised of at least three (3) Directors (including at least one (1) Non-Walgreens Director and one (1) Independent Walgreens Director). Prior to an Initial Public Offering, in the event and for so long as: (y) any Committee is contemplated hereunder or otherwise by the Board to include more of Walgreens Directors who are not required to be Independent Walgreens Directors than then current Walgreens Directors on the Directors of Board, any one then current Walgreens Director on the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of is a member of such Committee shall also be entitled to represent and be deemed a committeemember with respect to such other seat that would otherwise be vacant in all respects (including with all corresponding voting and other rights of such membership, and in the absence of a designation addition to those with respect to its own membership); or (z) any Committee is contemplated hereunder or otherwise by the Board of to include more Independent Walgreens Directors of an alternate member to replace than then current Independent Walgreens Directors on the absent or disqualified memberBoard, any one then current Independent Walgreens Director on the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute Board who is a quorum, may unanimously appoint another member of the Board such Committee shall also be entitled to represent and be deemed a member with respect to such other seat that would otherwise be vacant in all respects (including with all corresponding voting and other rights of Directors such membership, in addition to act at the meeting in place of any absent or disqualified memberthose with respect to its own membership). Any committeesuch Committee, to the extent provided in the enabling resolution of and until dissolved by the Board of Directors establishing such committeeBoard, shall have and may exercise any or all of the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require itBoard. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation At every meeting of any such committee and Committee, the delegation thereto presence of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A a majority of the members votes of any such committee all the representatives thereof shall constitute a quorum, and the affirmative vote of a majority of the representatives present shall be necessary for the adoption of any resolution. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as Unless otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsdissolve any Committee at any time.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the Companycorporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeand subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, corporation and may authorize the seal of the Company corporation to be affixed to all papers which may require it. Each such committee shall keep regular minutes and report to make such reports as the Board of Directors when requiredmay from time to time request. The designation Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such committee rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Amended and the delegation thereto of authority shall not operate to relieve Restated Bylaws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these Amended and Restated Bylaws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable law. The Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority one or more members of the members of committee, and delegate to a subcommittee any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests all of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, powers and authority of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. The Board of Directors may, by resolution passed by a majority Subject to the provisions of the whole Stockholders Agreement, the Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation, with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In Subject to the provisions of the Stockholders Agreement, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors who meets the requirements for membership on the committee to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by the DGCL and provided in the resolution of the Board of Directors establishing such committeeBoard, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, Corporation and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each such committee shall keep regular minutes and report to make such reports as the Board of Directors when requiredmay from time to time request. The designation of any such committee and the delegation thereto of authority shall not operate to relieve Except as the Board of Directorsmay otherwise determine, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint make rules for the conduct of its business, but unless otherwise provided by the committee or in such subcommittees and assistants rules, its business shall be conducted as it may deem necessarynearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided by in the Certificate of Incorporation, the Stockholders Agreement, these Bylaws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected one or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests more members of the Company will be served therebycommittee, but such removal shall be without prejudice and delegate to the contract rights, if any, a subcommittee any or all of the person so removed. Election or appointment powers and authority of a member of a committee shall not of itself create contract rightsthe committee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate such committees as the Board of Directors, designate one or more committeesDirectors deems appropriate, each committee to consist of one or more of the Directors directors of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committeeCorporation. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each ; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, declaring a dividend, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution or amending the Bylaws of the Corporation; unless the resolution expressly so provides, no such committee shall have the power or authority to authorize the issuance of stock or adopt a certificate of ownership pursuant to Section 253 of the General Corporation Law of the State of Delaware. Unless otherwise ordered by the Board of Directors, a majority of the members of any committee appointed by the Board of Directors pursuant to this section shall constitute a quorum at any meeting thereof, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep regular minutes a written record of all action taken by it and report the same to the Board of Directors when required. The designation Each committee shall keep regular minutes of any such committee its meetings and report the delegation thereto of authority shall not operate same to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided when requested by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified memberdirectors. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to by the officers on all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any , but no such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time or authority in reference to change (a) amending the membership Certificate of any such Incorporation (except that a committee and may, to fill vacancies the extent authorized in it. A majority the resolution or resolutions providing for the issuance of the members shares of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided stock adopted by the Board of Directors, meetings fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of the assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series); (b) adopting an agreement of merger or consolidation; (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets; (d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or (e) amending these By-Laws and, unless the resolution expressly so provides, no such committee shall be conducted in have the same manner as power or authority to declare a dividend or to authorize the Board issuance of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amendedstock. Any member of any such committee elected or appointed by the The Board of Directors may be removed by designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. In the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election absence or appointment disqualification of a member of a committee shall committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another director to act at the meeting in the place of itself create contract rightssuch absent or disqualified member.

Committees. (a) There shall be an Executive Committee which shall have such powers and authority provided by resolution passed by a majority of the Board of Directors. (b) The Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee in addition to the Executive Committee, which, to the extent provided in said resolution, shall have and may exercise the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. (c) Each committee, for which provision is made by paragraph (a) or (b) of this Section 16, shall consist of one or more directors of the Directors Corporation who shall be appointed by the Chairman of the Company. The Board of Directors may designate one or more provided, however, that each such appointment shall be reported promptly to the Board of Directors as alternate members and no member of a committee shall participate in any committee, who may replace any absent or disqualified action by a committee which shall constitute an exercise of a power of the Board until the appointment of such member has been ratified by a majority of the full Board. Any vacancy on a committee shall be filled by appointment by the Chairman of the Board of Directors in the same manner in which original appointments to such committee were made. The chairman of each committee shall be designated by the Chairman of the Board of Directors. A majority of those entitled to vote at any meeting of any committee shall constitute a quorum for the committeetransaction of business at that meeting. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors mayDirectors, by resolution passed adopted by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board of Directors may designate one or more Directors directors to constitute an Executive Committee. The Board of Directors, by resolution adopted by a majority of the whole Board, may create one or more other committees and appoint one or more directors to serve on such committee or committees. Each director appointed to serve on any such committee shall serve, unless the resolution designating the respective committee is sooner amended or rescinded by the Board of Directors, until the next annual meeting of the Board or until their respective successors are designated. The Board of Directors, by resolution adopted by a majority of the whole Board, may also designate additional directors as alternate members of any committee, committee to serve as members of such committee in the place and stead of any regular member or members thereof who may replace any absent be unable to attend a meeting or disqualified otherwise unavailable to act as a member at any meeting of the such committee. In the absence or disqualification of a member of a committee, and all alternate members designated to serve in the absence place and stead of a designation by the Board of Directors of an alternate member to replace the absent or disqualified such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors director to act at the meeting in the place and stead of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation between the meetings of the Board of Directors, and any other committee may authorize exercise the seal power and authority of the Company Board of Directors to the extent specified by the resolution establishing such committee, or the Certificate of Incorporation or these By-laws; provided, however, that no committee may take any action that is expressly required by the Delaware Law or the Certificate of Incorporation or these By-laws to be affixed to all papers which may require ittaken by the Board of Directors and not by a committee thereof. Each committee shall keep regular minutes a record of its acts and report proceedings, which shall form a part of the records of the Corporation in the custody of the Secretary, and all actions of each committee shall be reported to the Board of Directors when required. The designation of any such committee and at the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action next meeting of the Board Board. Meetings of Directors is required under applicable law. The Board of Directors shall have the power committees may be called at any time to change by the membership Chairman of any such committee and to fill vacancies in itthe Board, if any, or the chairman of the respective committee. A majority of the members of the committee shall constitute a quorum for the transaction of business and, except as expressly limited by this section, the act of a majority of the members present at any meeting at which there is a quorum shall be the act of such committee. Except as expressly provided in this section or in the resolution designating the committee, a majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman select its chairman, fix its rules of procedure, fix the time and appoint such subcommittees place of its meetings and assistants as it may deem necessary. Except as otherwise provided by the Board specify what notice of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rightsmeetings, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsbe given.

Committees. The Board of Directors may, by resolution passed by a majority As of the whole IPO Date, the Board of Directors, designate one or more committees, has designated each committee to consist of one or more of the Directors following committees: a Nominating and Corporate Governance Committee, a Compensation Committee, an Audit and Risk Committee and a Health Safety and Environmental Committee. As of the Company. The Board of Directors may designate one or more Directors as alternate members of any committeeIPO Date, who may replace any absent or disqualified member at any meeting the Nominating and Corporate Governance Committee, Compensation Committee and Audit and Risk Committee shall be comprised of the committee. In the absence or disqualification of a member of a committee, and persons identified in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member section titled “MANAGEMENT — Committees of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided Directors” in the resolution Company’s Form S-1/A filed with the U.S. Securities and Exchange Commission on March 21, 2011. As of the Board of Directors establishing such committeeIPO Date, shall have the Health Safety and may exercise all the powers and authority Environmental Committee will be comprised of the Board following people: Xxxxxxxxxxx X. Xxxxxx, Xxxxx Xxxx and Xxxxx X. Xxxxxx. Beginning with the annual general meeting of Directors shareholders in 2012, or, in the management event of a vacancy that arises prior to that date, and for so long as the Investor Parties (and/or their respective Affiliates) constitute a group that beneficially owns more than fifty percent of the business and affairs outstanding voting power of the Company, and may authorize subject to applicable Law and Exchange governance standards, (x) the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of DirectorsInvestor Groups, or any member thereofby mutual agreement, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time right, but not the obligation, to change designate members (who shall be their director designees) to board committees as follows: (i) 50% of the membership members of any such Nominating and Corporate Governance Committee or similar committee and to fill vacancies in it. A of the Board, (ii) a majority of the members of any such Compensation Committee or similar committee of the Board and (iii) one member by each Investor Group of any Health Safety and Environmental Committee or similar committee of the Board. Each committee of the Board shall include at least one Director who is not an Investor Designee. In the event that the Investor Parties (and/or their respective Affiliates) no longer constitute a quorum. Each such group that beneficially owns more than fifty percent of the outstanding voting power of the Company, each Investor Group shall continue to have the right to designate at least one member of each committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by of the Board of Directorsfor so long as may be permitted under applicable Law and Exchange governance standards; provided, meetings of any however, an Investor Group shall cease to have such right to designate a committee shall be conducted member in the same manner as event that such Investor Group ceases to have the Board of Directors conducts its business right to designate a Director pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsSection 2.1.

Committees. The Board of Directors may, may by resolution passed by a majority of the whole Board of Directors, from time to time designate one (1) or more committees, each committee to consist of one (1) or more of the Directors of the Company. Each member of a committee must meet the requirements for membership, if any, imposed by applicable Law and any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are listed for trading. The Board of Directors may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In Subject to applicable Law and any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are listed for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by applicable Law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings and proceedings and report the same to the Board of Directors when required. The designation of any such committee and Notwithstanding anything to the delegation thereto of authority shall not operate to relieve contrary contained in this Article V, the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action resolution of the Board of Directors is required under applicable law. The establishing any committee of the Board of Directors shall have or the power at any time to change the membership charter of any such committee may establish requirements or procedures relating to the governance or operation of such committee that are different from, or in addition to, those set forth in this Agreement and, to the extent that there is any inconsistency between this Agreement and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each resolution or charter, the terms of such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee resolution or charter shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscontrolling.

Committees. The Board of Directors may, by resolution passed adopted by a majority of the whole Board of DirectorsWhole Board, designate one or more committees, each committee to of which shall consist of one or more of the Directors of the Companydirectors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a any member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent such committee or disqualified membercommittees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committeecommittee shall, to the extent provided in the a resolution of the Board of Directors establishing such committeeand subject to the limitations contained in the DGCL, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require itCorporation. Each committee shall keep regular minutes such records and report to the Board of Directors when required. The designation of any in such committee and the delegation thereto of authority shall not operate to relieve manner as the Board of DirectorsDirectors may from time to time determine. Except as the Board of Directors may otherwise determine, or any member thereof, committee may make rules for the conduct of any responsibility imposed upon it or him by law, nor shall such committee function where action its business. Unless otherwise provided in a resolution of the Board of Directors is required under applicable lawor in rules adopted by the committee, each committee shall conduct its business as nearly as possible in the same manner as provided in these Bylaws for the Board of Directors. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of of, or to dissolve any such committee and to fill vacancies in itcommittee. A majority The term of office of the members of any such each committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants be as it may deem necessary. Except as otherwise provided fixed from time to time by the Board of Directors; provided, meetings of however, that any committee shall member who ceases to be conducted in the same manner as a member of the Board of Directors conducts its business pursuant shall automatically cease to this Agreement, as the same be a committee member. Nothing herein shall from time be deemed to time be amended. Any member of any such committee elected or appointed by prevent the Board of Directors from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may be removed by exercise any authority of the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsDirectors.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of Directors establishing such committeelaw, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, Corporation and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any ; but no such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at or authority to (i) approve or adopt, or recommend to the stockholders, any time action or matter (other than the election or removal of directors) expressly required by the DGCL to change the membership of be submitted to stockholders for approval, or (ii) adopt, amend or repeal any such committee and to fill vacancies in it. A majority bylaw of the members of any such committee shall constitute a quorumCorporation. Each such committee shall keep minutes and make such reports as the Board may elect a chairman and appoint from time to time request. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such subcommittees and assistants rules, its business shall be conducted as it may deem necessarynearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided by in the Certificate of Incorporation, these Bylaws, or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected one or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests more members of the Company will be served therebycommittee, but such removal shall be without prejudice and delegate to the contract rights, if any, a subcommittee any or all of the person so removed. Election or appointment powers and authority of a member of a committee shall not of itself create contract rightsthe committee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors directors of the Companycorporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeBoard, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business business, property, and affairs of the CompanyCorporation, and may authorize the seal of the Company corporation to be affixed to all papers which may require it. Each ; but no such committee shall keep regular minutes and report have power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board pursuant to authority expressly granted to the Board by the Certificate of Directors when required. The designation Incorporation, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation, or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law of the State of Delaware, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of dissolution, or amending these By-Laws; and, unless the resolution expressly so provided, no such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time or authority to change declare a dividend, to authorize the membership issuance of any such committee stock, or to adopt a certificate of ownership and merger pursuant to fill vacancies in it. A majority Section 253 of the members General Corporation Law of any such committee shall constitute a quorumthe State of Delaware. Each such committee which may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided be established by the Board pursuant to these By-Laws may fix its own rules and procedures. Notice of Directors, meetings of any committee committees, other than of regular meetings provided for by the rules, shall be conducted given to committee members. All action taken by committees shall be recorded in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests minutes of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsmeetings.

Committees. The Subject to the Investor Rights Agreement, the Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate may from time to time establish one or more committees, each committee to consist of one or more committees of the Directors Board to serve at the pleasure of the CompanyBoard (including, but not limited to, an Executive Committee, an Audit Committee and a Compensation Committee), which shall be comprised of such members of the Board, and have such duties and be vested with such powers as the Board shall from time to time determine. The Any director may belong to any number of committees of the Board. Subject to the Certificate of Incorporation and the Investor Rights Agreement, the Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the absence place of a designation by the Board of Directors of an alternate member to replace the any such absent or disqualified member, subject to the Investor Rights Agreement. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise provided in the Certificate of Incorporation, these By-Laws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such committee, subject to the Investor Rights Agreement, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any By-Law of the Corporation. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee or the Investor Rights Agreement. Unless otherwise provided in such a resolution or the Investor Rights Agreement, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum; and all matters shall be determined by a majority affirmative vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution or the Investor Rights Agreement, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board With the affirmative vote of Directors may, by resolution passed by a majority of the whole Whole Board of Directors, the Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the CompanyDirectors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a any committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in the a resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation (if one be adopted) to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to Except as otherwise provided in the Board Certificate of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of DirectorsIncorporation, these Bylaws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable lawdesignating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. The Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall have constitute a quorum for the power at any time to change transaction of business, and the membership vote of any such committee and to fill vacancies in it. A a majority of the members of any such the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall constitute a quorumbe the act of the committee or subcommittee, as applicable. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, Special meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rightsheld at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the person so removed. Election or appointment members of a member of a committee shall not of itself create contract rightssuch committee.

Committees. The Board of Directors may, by By resolution passed adopted by a majority of all the whole Board directors in office when the action is taken, the board of Directors, directors may designate from among its members an executive committee and one or more other committees, each committee to consist of and appoint one or more members of the Directors board of the Companydirectors to serve on them. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to To the extent provided in the resolution of the Board of Directors establishing such committeeresolution, each committee shall have and may exercise all the powers and authority of the Board board of Directors in directors, except that no such committee shall have the management authority to (i) authorize distributions, (ii) approve or propose to shareholders actions or proposals required by the Nevada Business Corporation Act to be approved by shareholders, (iii) fill vacancies on the board of directors or any committee thereof, (iv) amend articles of incorporation, (v) adopt, amend or repeal the bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii) authorize or approve the reacquisition of shares unless pursuant to a formula or method prescribed by the board of directors, or (viii) authorize or approve the issuance or sale of shares, or contract for the sale of shares or determine the designations and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or officer to do so within limits specifically prescribed by the board of directors. The committee shall then have full power within the limits set by the board of directors to adopt any final resolution setting forth all preferences, limitations and relative rights of such class or series and to authorize an amendment of the business articles of incorporation stating the preferences, limitations and affairs relative rights of a class or series for filing with the Secretary of State under the Nevada Business Corporation Act. Sections 4, 5, 6, 7, 8 and 12 of Article III, which govern meetings, notice, waiver of notice, quorum, voting requirements and action without a meeting of the Companyboard of directors, shall apply to committees and may authorize their members appointed under this Section 11. Neither the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and committee, the delegation thereto of authority to such committee, nor any action by such committee pursuant to its authority shall not operate to relieve the Board of Directors, or alone constitute compliance by any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected directors or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a the committee shall not in question with his responsibility to conform to the standards of itself create contract rightscare set forth in Article III, Section 14 of these bylaws.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member at any meeting of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeand to the extent permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the Corporation. Each such committee shall keep regular minutes and report to make such reports as the Board of Directors when requiredmay from time to time request. The designation Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such committee and rules, its business shall be conducted as nearly as possible in the delegation thereto of authority shall not operate to relieve same manner as is provided in these Bylaws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable law. The Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority one or more members of the members of committee, and delegate to a subcommittee any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests all of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, powers and authority of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors directors of the Company. The Board of Directors may designate one or more of the directors of the Company to sit on any such committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, Article III as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. (a) The Board of Directors may, by resolution passed by a majority of the whole Board of Directorsresolution, designate from among the Directors one or more committeescommittees (including an audit committee and a compensation committee) (each, a “Committee”), and delegate to such Committee such power, authority and responsibility as the Board determines is appropriate subject to the limitations set forth in the DGCL or in the establishment of the Committee; provided, however, that in no event shall the Board designate an executive committee or similar committee to exercise all or substantially all of the power of the Board when not in session; and provided, further, that each of the audit committee and the compensation committee shall comprise of four (4) Directors designated by the Apollo Stockholder so long as it is entitled to designate a Director to the Board and one (1) Director designated by each of the Principal Stockholders that is then entitled to designate a Director to the Board, except that following the Registration Statement Effective Date, the function and composition of the audit committee and the compensation committee shall comply with Applicable Governance Rules. Notwithstanding the foregoing, for so long as any Legacy Class A Stockholder has Board Designation Rights, each Committee (other than, prior to the Registration Statement Effective Date, the audit committee to consist of one or more of and the Directors of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a compensation committee, and in following the absence Registration Statement Effective Date subject to Applicable Governance Rules) shall comprise of a designation by such number of members that are consistent with, and reflects, the Board Designation Rights of Directors of an alternate member the Legacy Class A Stockholders set forth in Section 5.01, and for so long as the Negative Control Condition is satisfied (but subject to replace the absent or disqualified memberall Applicable Governance Rules), the member or members thereof present at any meeting Board shall only delegate such power, authority and responsibility to a Committee in a manner that is consistent with, and that does not disqualified from votingcircumvent, whether or not hethe requirements set forth in Section 5.03(a). For the avoidance of doubt, she or they constitute a quorumfollowing the Registration Statement Effective Date, may unanimously appoint another member the ability of the Board of Directors to act at form a Committee shall be subject to the meeting in place Applicable Governance Rules and the rights and responsibilities of any absent or disqualified member. Any committee, such Committee and its composition shall be subject to the Applicable Governance Rules and only to the extent provided in they do not conflict with the resolution Applicable Governance Rules, the provisions of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require itthis Agreement. Each committee shall keep regular minutes and report Subject to the other provisions of this Section 5.05, Board Observers shall be entitled to attend (in person or telephonically, at each such Board Observer’s discretion) Committee meetings as observers (and not as Directors that are members of Directors when required. The designation of such Committee) and shall not have the right to vote at any such committee meeting or act on behalf of such Committee and the delegation thereto of authority such attendance shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in a manner that is consistent with the same manner as other provisions of this Agreement (including the Board provisos of Directors conducts its business Section 5.04(b)), except where such attendance would be required to be disclosed pursuant to this Agreement, as Applicable Governance Rules (unless the same shall from time Legacy Class A Stockholder entitled to time be amended. Any member of any designate such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever Observer consents to such disclosure and such disclosure is in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsfact made).

Committees. The Board of Directors may, by resolution passed by a majority of all the whole Board of Directors, designate one or more committees, in addition to those provided for in this Agreement, each committee to consist of one or more of the Directors Directors, which to the extent provided in such resolution or this Agreement shall have and may exercise the powers of the CompanyBoard of Directors in the management and affairs of LLC except as otherwise limited by law; provided, that no such committee of the Board of Directors shall have the power or authority to amend this Agreement (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of Interests adopted by the Board of Directors, fix the designations and any of the preferences or rights of such Interests relating to distributions, redemption, dissolution, any distribution of assets of LLC or the conversion into, or the exchange of such Interests for, Interests of any other class or classes or any other series of the same or any other class or classes of Interests of LLC or fix the aggregate number of Interests comprising any series of Interests or authorize the increase or decrease of the aggregate number of Interests comprising any series of Interests), adopting any agreement of merger or consolidation, recommending to the Members the sale, lease or exchange of all or substantially all of LLC's property and assets, recommending to the Members a dissolution of LLC or revocation of a dissolution; and, unless a resolution of the Board of Directors or this Agreement expressly so provides, no such committee shall have the power or authority to declare a dividend or other distribution or to authorize the issuance of Interests. The Board of Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent or disqualified member Director at any meeting of the such committee. In the absence Such committee or disqualification of a member of a committee, and in the absence of a designation committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require itDirectors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. The designation During the Iridium Bermuda Special Rights Period, one Director designated by Iridium Bermuda shall be a member of any such each committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors maymay designate any committee as appropriate, by resolution passed by a majority which shall consist of two or more directors of the whole Corporation and the Board shall also designate a chairman of Directors, designate one or more committees, each committee to consist of one or more of the Directors of the Companycommittee. The Board of Directors may designate one or more Directors directors of the Corporation as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each member (and each alternate member of any such committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy, or otherwise) shall serve as a member of such committee until his or her successor shall have been designated or until he or she shall cease to be a director, or until his or her resignation or removal, with or without cause, from such committee. Any such committee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent such committee or disqualified membercommittees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, The members of each committee shall designate a person to the extent provided in the resolution act as secretary of the Board committee to keep written minutes, and to serve notices for, its meetings and perform such other duties as the committee may direct. Such person may, but need not be, a member of Directors establishing the committee and the chairman of each committee shall report such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report 's proceedings to the Board of Directors when required. Except as otherwise specified in a resolution designating a committee, one-third of the members of a committee shall be necessary to constitute a quorum of that committee for the transaction of business. The designation act of any such a majority of committee members present at a meeting at which a quorum is present shall be the act of the committee, including. fixing the time and the delegation thereto place of authority shall not operate to relieve the Board of Directorsits meetings, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of unless the Board of Directors is required under applicable lawshall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.6 of these Bylaws. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of of, or to dissolve, any such committee and committee. Nothing herein shall be deemed to fill vacancies prevent the Board of Directors from appointing one or more committees consisting in it. A majority whole or in part of persons who are not directors of the members of any Corporation; provided, however, that no such committee shall constitute a quorum. Each such committee have or may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by exercise any authority of the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. (a) The Board of Directors may, by resolution passed by a majority of the whole Board of Directorsfrom time to time, designate one or more committees and determine the composition of such committees; provided that, (x) so long as Permira Beneficially Owns at least 50% of its Closing Shares and is entitled to designate at least one (1) Nominee under Section 2, one (1) Permira Nominee who is a Director shall be entitled to be on all committees, each other than any such committee whose function relates solely to consist transactions or arrangements with or involving Permira or any of its Affiliates and except to the extent that such membership would violate applicable securities laws or Stock Exchange rules, (y) so long as Warburg Pincus Beneficially Owns at least 50% of its Closing Shares and is entitled to designate at least one (1) Nominee under Section 2, one (1) Warburg Pincus Nominee who is a Director shall be entitled to be on all committees, other than any such committee whose function relates solely to transactions or more arrangements with or involving Warburg Pincus or any of its Affiliates and except to the extent that such membership would violate applicable securities laws or Stock Exchange rules and (z) the Xxxxx Xxxxxx Nominees who are Directors shall be entitled to be on all committees, other than any such committee whose function relates solely to transactions or arrangements with or involving Xxxxx Xxxxxx or any of its Affiliates and except to the Company. The Board extent that such membership would violate applicable securities laws or Stock Exchange rules; provided, further, if the inclusion of Directors may designate one either or more Directors as alternate members both a Permira Nominee and Warburg Pincus Nominee on a committee would violate applicable securities laws or Stock Exchange rules, the relevant Principal Equity Owners shall determine in good faith which (if any) of any committee, who may replace any absent or disqualified member at any meeting of their applicable Nominees shall serve on the committee. In the absence or disqualification of a member of a committee, and in the absence relevant Principal Equity Owner(s) whose nominee(s) does not serve on such committee shall be entitled to have its nominee act as an observer on such committee. Unless a Principal Equity Owner notifies the Company otherwise prior to the time the Board takes action to change the composition of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, and to the extent provided in the resolution of the Board of Directors establishing such committeeapplicable Principal Equity Owner is entitled to designate a Nominee pursuant to this Section 4, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided Nominee currently designated by the Board of Directors, meetings of any applicable Principal Equity Owner to serve on a committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant presumed to this Agreement, as the same shall from time to time be amended. Any member of any re-designated for such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. The Board of Directors mayBoard, by resolution passed by a majority of the number of directors constituting the whole Board, may designate members of the Board of Directors, designate to constitute one or more committees, committees which shall in each committee to case consist of one or more such number of directors, not fewer than two, and, to the extent permitted by law and provided in the resolution establishing such committee, shall have and exercise all the powers and authority of the Directors Board in the management of the Companybusiness and affairs of the Corporation. In the event the Board establishes an executive committee, such committee shall, at all times during the first three years after the Effective Time, consist of the President and CEO, the Co-Chairmen and an equal number of IVAX Continuing Directors and Bergen Continuing Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member members at any meeting of the any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committeeA majority of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Board shall otherwise by resolution provide. The Board, upon approval of a majority of the number of directors constituting the Whole Board, shall have power to change the members of any such committee at any time, to the extent provided in the resolution of the Board of Directors establishing fill vacancies therein and to discharge any such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Companyeither with or without cause, and may authorize the seal of the Company to be affixed to all papers which may require itat any time. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed ----------- ---------- by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each ; but no such committee shall keep regular minutes and report have power or authority in reference to amending the certificate of incorporation of the Corporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, or amending these by-laws. The Board of Directors when required. The designation shall, at the annual organization meeting thereof, elect an Executive Committee which shall consist of any such committee and the delegation thereto not more than three members, all of authority whom shall not operate to relieve be members of the Board of Directors, or any member thereof, . The Executive Committee shall have and may exercise all of any responsibility imposed upon it or him by law, nor shall such committee function where action the powers and authority of the Board of Directors is required in the management of the business and affairs of the Corporation to the fullest extent permitted by law (as presently allowed under Section 141 (c) to the Delaware General Corporation Law and as may be allowed in the future pursuant to amendments or revisions to applicable law). The Any Director may be removed from any committee of the Board with or without cause by the affirmative vote of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A a majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the entire Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsDirector Regular Vote, designate one or more committees, each the members of which shall be selected by the Board. Any such committee to shall consist of one or more Directors; provided, however, that the membership of the Procurement Committee shall be comprised of Directors representing a broad representation of Members for whom procurement is undertaken by the Company (as such broad representation may be determined in accordance with applicable Company Policies). As of the CompanyEffective Date, the standing committees consist of the following: the Audit Committee, the Strategy and Governance Committee, the Human Resources and Compensation Committee, and the Procurement Committee. In selecting the membership of any given committee, the Board shall consider the committee’s function and the extent to which the class membership of any Directors on the committee should reflect the class membership of the Board as a whole. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any such committee, to the extent expressly provided in the a resolution of the Board or in the charter of Directors establishing such committeethe applicable committee adopted by the Board, in each case passed by a Director Regular Vote, shall have and may exercise all the powers and authority of so delegated by the Board of Directors in the management of the business and affairs of the Company, and may authorize but no such committee shall have the seal power or authority to take any of the actions described in Section 6.9 or Section 6.10 of this Agreement unless authorized by unanimous vote or unanimous written consent of the Board. The powers and authorities of the committees shall be as stated in a Board-approved charter document, in a Board resolution, and otherwise determined by the Board from time to time, but shall include providing the Company and the Board with the benefit of the knowledge and insights of committee members in developing effective plans, strategies and tactics in the functional areas addressed by each committee. Such committees shall have such name or names as may be determined from time to be affixed to all papers which may require ittime by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and promptly report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsBoard.

Committees. The Board shall designate an Audit Committee, which shall consist of Directors mayfour Managers of the Network, by resolution passed by and a Compensation Committee, which shall consist of three Managers of the Network; provided that (a) no more than two of such Managers may be Radio One Managers so long as Radio One shall have the right to designate a majority of the whole Managers of the Network, and (b) no more than two of such Managers may be Comcast Managers so long as Comcast shall have the right to designate a majority of the Managers of the Network. The (x) Audit Committee shall be comprised of one Radio One Manager, one Comcast Manager, the Financial Investor Manager and the DIRECTV Manager and (y) Compensation Committee shall be comprised of one Radio One Manager, one Comcast Manager and the Financial Investor Manager, and, in each case, shall retain such composition until Radio One, Comcast, DIRECTV, or the Financial Investor Members, as applicable, waive their right (at any time and from time to time) to sit on such committee (in which case the Board of Directorsmay designate a replacement Manager to sit on such committee). The Audit Committee and the Compensation Committee shall have the authority set forth in (a) and (b) below, respectively. The Board also may designate one or more other committees, each committee to consist of one or more of the Directors Managers of the CompanyNetwork, provided that (1) so long as there has not been a Comcast Trigger Event or a CST Competitor Event, no such other committee shall be formed without the approval of one Comcast Manager or in a manner which does not conform to the terms of any such approval, (2) so long as there has not been a Radio One Trigger Event, no such other committee shall be formed without the approval of one Radio One Manager or in a manner which does not conform to the terms of any such approval, (3) the Financial Investor Manager, if any, shall have the right, but not the obligation, to sit on each such committee, (4) the DIRECTV Manager, if any, shall have the right, but not the obligation, to sit on each such committee, and (5) following a CST Competitor Event, one Comcast Manager, if any, shall have the right, but not the obligation, to sit on each such committee. The Board of Directors may designate one or more Directors Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require itNetwork. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such promptly following each committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsmeeting.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate may from time to time establish one or more committees, each committee to consist of one or more committees of the Directors Board to serve at the pleasure of the CompanyBoard (including, but not limited to, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee), which shall be comprised of such members of the Board, and have such duties and be vested with such powers as the Board shall from time to time determine. The Any director may belong to any number of committees of the Board. Subject to the Certificate of Incorporation, the Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the absence place of a designation by the Board of Directors of an alternate member to replace the any such absent or disqualified member. Subject to the Certificate of Incorporation, unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum; and all matters shall be determined by a majority affirmative vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one two (2) or more of the Directors directors of the CompanyCorporation. The Board of Directors may designate one or more Directors directors as alternate alternative members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the any meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution or the Articles of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate from among its members one or more committees, each of which committee to consist will be comprised of one (1) or more of the Directors of the Company. The Board of Directors its members, and may designate one (1) or more Directors of its members as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Directors, replace any absent or disqualified member members at any meeting of the such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall the Certificate of Formation or these Bylaws, will have and may exercise all of the powers and authority of the Board of Directors Directors, subject to the limitations set forth in the management Texas Business Organizations Code. Such committee or committees will have such name or names as may be designated by the Board of the business Directors and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall will keep regular minutes of their proceedings and report their proceedings to the Board of Directors when requiredrequested or required by the Board of Directors. The designation of any such committee of the board of directors and the delegation thereto of authority shall will not operate to relieve the board of directors or any member thereof of any responsibility imposed on the board or the member by law. The number of members on each committee may be changed by resolution of the Board of Directors. Any member of any committee may be removed from that committee at any time by resolution of the Board of Directors, if the Board determines that the removal is in the best interests of the Corporation. Vacancies in the membership of a committee (whether by death, resignation, removal, or any member thereof, of any responsibility imposed upon it or him other manner) may be filled by law, nor shall such committee function where action resolution of the Board of Directors is required under applicable lawDirectors. The Board of Directors shall have the power at any time to change the membership time, place, and notice of any such meetings of any committee and to fill vacancies in itwill be determined by that committee. A At meetings of any committee, a majority of the members of that committee constitutes a quorum for the transaction of business, and the act of a majority of the members present at any such committee shall constitute meeting at which a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except quorum is present will be the act of the committee, except as otherwise specifically provided by statute, the Board Certificate of DirectorsFormation, meetings or these Bylaws. If a quorum is not present at a meeting of any committee shall be conducted in committee, the same manner as members present may adjourn the Board of Directors conducts its business pursuant to this Agreement, as meeting without notice (other than an announcement at the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of meeting) until a member of a committee shall not of itself create contract rightsquorum is present.

Committees. The Board of Directors mayDirectors, by resolution passed adopted by a majority of the whole Board of DirectorsDirectors in office, may designate one or more committees, each committee to of which shall consist of one two or more Directors, which committees, to the extent provided in such resolution, shall have and exercise the powers of the Board of Directors in the management of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers that may require it, except that no such committee shall have the authority of the Board of Directors with reference to amending, altering, or repealing these bylaws; electing, appointing, or removing any member of such committee or any director or officer of the Corporation, amending the Articles, restating the Articles, adopting a plan of merger, or adopting a plan for consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors that by its terms provides that is shall not be amended, altered, or repealed by such committee. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors of present at a meeting at which a quorum is present. Such committee or committees shall have such name or names as may be determined from time to time by resolution or resolutions adopted by the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committeeDirectors. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members thereof constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee or committees and the delegation thereto thereof of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of or the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided thereof by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightslaw.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a any committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to Except as otherwise provided in the Board Certificate of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of DirectorsIncorporation, these Bylaws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable lawdesignating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. The Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the directors then serving on a committee or subcommittee shall have constitute a quorum for the power at any time to change transaction of business, and the membership vote of any such committee and to fill vacancies in it. A a majority of the members of any such the committee or subcommittee present at a meeting at which a quorum is present shall constitute a quorumbe the act of the committee or subcommittee. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, Special meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rightsheld at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson of such committee or a majority of the person so removed. Election or appointment members of a member of a committee shall not of itself create contract rightssuch committee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directorsresolution, designate one or more committees, each committee to consist of one or more of the Directors directors of the Companycorporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she the member or they members present constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all of the lawfully delegated powers and authority of the Board of Directors in the management of the business and affairs of the Companycorporation, and may authorize the seal of the Company corporation to be affixed to all papers which may require it. Each Such committee or committees shall keep regular minutes and report have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Except as the Board of Directors when required. The designation may otherwise determine, any committee may make rules for the conduct of any its business, but unless otherwise provided by the directors or in such committee and rules, its business shall be conducted as nearly as possible in the delegation thereto same manner as is provided in these bylaws for the conduct of authority shall not operate to relieve its business by the Board of Directors. Except as otherwise provided in the certificate of incorporation of the corporation, these bylaws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable law. The Board designating the committee, any committee may create one or more subcommittees, each subcommittee to consist of Directors shall have one or more members of the power at any time committee, and may delegate to change the membership of any such committee and to fill vacancies in it. A majority subcommittee any or all of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman powers and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests authority of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate may from time to time establish one or more committees, each committee to consist of one or more committees of the Directors Board to serve at the pleasure of the CompanyBoard, which shall be comprised of such members of the Board, subject to the Investor Rights Agreement, and have such duties as the Board shall from time to time determine. The Any director may belong to any number of committees of the Board. Subject to the Certificate of Incorporation and the Investor Rights Agreement, the Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the absence place of a designation by the Board of Directors of an alternate member to replace the any such absent or disqualified member, subject to the Investor Rights Agreement. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise provided in the Certificate of Incorporation, these By-Laws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any By-Law of the Corporation. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board A majority of Directors the directors then in office may, by resolution passed by a majority of the whole Board of Directorsresolution, designate create one or more committees, each committee committees and appoint members of the board to consist of serve on any one or more of such committees. Each committee shall have two or more members who shall serve at the Directors pleasure of the Companyboard. The Board of Directors may designate one or more Directors as alternate members A majority of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification committee shall constitute a quorum and a majority of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified memberquorum is necessary for committee action. Any committee, to To the extent provided by the board of directors in the resolution of the Board of Directors establishing such committeeresolution, each committee shall have and may exercise all of the powers and authority of the Board board of Directors directors in the management of the business and affairs corporation, except that a committee may not: authorize distributions; approve or recommend to shareholders any act required by statute to be approved by shareholders; fill vacancies on the board or on any of its committees; elect or remove officers or fix the compensation of any member of the Companycommittee; adopt, amend or repeal the by-laws; approve a plan of merger not requiring shareholder approval; authorize or approve the reacquisition of shares, except according to a general formula or method prescribed by the board; authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences, and limitations of a series of shares, except that the board may authorize direct a committee to fix the seal specific terms of issuance, sale or contract for sale of shares, or the number of shares to be allocated to particular employees under an employee benefit plan; or amend, alter, repeal, or take action inconsistent with any resolution or action of the Company to board of directors when the resolution or action of the board of directors provides by its terms that it shall not be affixed to all papers which may require itamended, altered or repealed by action of a committee. Vacancies in the membership of any committee shall be filled by the board of directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors board when required. The designation A committee may act by unanimous consent in writing without a meeting and, subject to action by the board of any such committee directors, each committee, by a majority vote of its members, shall determine the time and place of meetings and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsnotice therefor.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one (1) or more committees, each committee to consist of one (1) or more of the Directors of the CompanyDirectors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a any committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in the a resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation (if one is adopted) to be affixed to all papers which may require it. Each ; but no such committee shall keep regular minutes and report have the power or authority to (i) approve or adopt, or recommend to the Board of Directors when required. The designation of Stockholders, any such committee and action or matter expressly required by the delegation thereto of authority shall not operate DGCL to relieve the Board of Directorsbe submitted to Stockholders for approval, or (ii) adopt, amend or repeal any member thereofbylaw of the Corporation. Except as otherwise provided in the Certificate of Incorporation, of any responsibility imposed upon it these Bylaws, or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable lawdesignating the committee, a committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. The Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee, as applicable, shall have constitute a quorum for the power at any time to change transaction of business, and the membership vote of any such committee and to fill vacancies in it. A a majority of the members of any such the committee or subcommittee, as applicable, present at a meeting at which a quorum is present shall constitute a quorumbe the act of the committee or subcommittee, as applicable. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings Meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rightsheld at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the person so removed. Election or appointment members of a member of a committee shall not of itself create contract rightssuch committee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the Companycorporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeand subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, corporation and may authorize the seal of the Company corporation to be affixed to all papers which that may require it. Each such committee shall keep regular minutes and report to make such reports as the Board of Directors when requiredmay from time to time request. The designation Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such committee and rules, its business shall be conducted as nearly as possible in the delegation thereto of authority shall not operate to relieve same manner as is provided in these bylaws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these bylaws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable law. The Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority one or more members of the members of committee, and delegate to a subcommittee any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests all of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, powers and authority of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the Companycorporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeand subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, corporation and may authorize the seal of the Company corporation to be affixed to all papers which may require it. Each such committee shall keep regular minutes and report to make such reports as the Board of Directors when requiredmay from time to time request. The designation Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such committee and rules, its business shall be conducted as nearly as possible in the delegation thereto of authority shall not operate to relieve same manner as is provided in these By-laws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these By-laws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable law. The Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority one or more members of the members of committee, and delegate to a subcommittee any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests all of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, powers and authority of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole entire Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. Without limiting the generality of the foregoing, the Board of Directors shall designate, a Human Resources and Compensation Committee (which shall be chaired by an Verizon Director so long as there are Verizon Directors serving on the Board of Directors) and an Audit Committee (which shall be chaired by an Independent Director who is an Verizon Director so long as there are Verizon Directors serving on the Board of Directors) and, for the 18 month period immediately following the Merger Closing Date, a NorthPoint Nominating Committee and an Verizon Nominating Committee. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require itCorporation. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committeesSubject to applicable laws and stock exchange regulations, each of Tema and KLRE Sponsor shall have the right to have a representative appointed to serve on each committee to consist of one or more of the Directors of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors other than the audit committee for so long as such Sponsor has the right to designate at least one (1) director for election to the Board of an alternate member Directors. The Sponsors and the Company shall take all Necessary Action to replace cause the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member initial composition of certain committees of the Board of Directors to act at be agreed between KLRE Sponsor, the meeting in place of any absent or disqualified member. Any committee, Company and Tema prior to the extent Closing, subject to the prior written consent of Anchorage; provided, however, that Anchorage shall be deemed to have consented if it has not provided in written notice of objection within five (5) days of its being provided notice of the resolution proposed composition of such committees. Subject to applicable laws and stock exchange regulations and applicable listing requirements, each Sponsor and Anchorage shall also have the right to have one of the directors such Sponsor or Anchorage designates for nomination under this Agreement appointed as an observer (a “Board Observer”) to any committee of the Board of Directors establishing to which such committeeSponsor or Anchorage (i) does not elect to have one of the directors such Sponsor designates for nomination under this Agreement serve as a member or (ii) is prohibited by applicable laws or stock exchange regulations or applicable listing requirements from having one of the directors such Sponsor or Anchorage designates for nomination under this Agreement serve as a member, shall have and may exercise all in each case for so long as such Sponsor or Anchorage has the powers and authority right to designate at least one director for nomination under this Agreement. Any committee of the Board of Directors may exclude a Board Observer from access to any committee materials or information or meeting or portion thereof or written consent if such committee determines, in good faith, that such access would reasonable be expected to result in a conflict of interest with the management Company; provided that such exclusion shall be limited to the portion of the business committee materials or information or meeting or written consent that is the basis for such exclusion and affairs shall not extend to any portion of the Company, and may authorize the seal of the Company committee material or information or meeting or written consent that does not involve or pertain to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsexclusion.

Committees. (a) The Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors of the CompanyDirectors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeBoard, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each ; but no such committee shall keep regular minutes and report have power or authority in reference to amending the Certificate, adopting an agreement of merger or consolidation, recommending to the Board Members the sale, lease or exchange of Directors when required. The designation all or substantially all of any the Company's property and assets, recommending to the Members a dissolution of the Company or a revocation of dissolution, or removing or indemnifying Directors; and, unless the resolution expressly so provides, no such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time or authority to change declare a dividend or to authorize the membership issuance of any Shares of Common Stock. 9 <PAGE> 10 (b) Unless the Board otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee and to fill vacancies in it. A the contrary, a majority of the entire authorized number of members of any such committee shall constitute a quorum. Each quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such committee may elect vote if a chairman quorum is then present shall be the act of such committee, and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any in other respects each committee shall be conducted conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsArticle V. 5.10.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate may from time to time establish one or more committees, each committee to consist of one or more committees of the Directors Board to serve at the pleasure of the CompanyBoard (including, but not limited to, an Audit Committee,a Compensation Committee and a Nominating and Corporate Governance Committee), which shall be comprised of such members of the Board, and have such duties and be vested with such powers as the Board shall from time to time determine. The Any director may belong to any number of committees of the Board. Subject to the Certificate of Incorporation, the Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the absence place of a designation by the Board of Directors of an alternate member to replace the any such absent or disqualified member. Subject to the Certificate of Incorporation, unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum; and all matters shall be determined by a majority affirmative vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board Unless the Articles of Directors mayIncorporation provide otherwise, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board of Directors may designate from among its members one or more Directors committees. Each committee must consist of two or more directors and will have such powers and will perform such duties as alternate members of any committee, who may replace any absent or disqualified member at any meeting of be delegated and assigned to the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation committee by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting Directors. Except as provided in place of any absent or disqualified member. Any committee, Section 2.15 below with respect to the extent provided in Common Committee and the resolution of Preferred Committee, no committee will have the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors with respect to (a) approving dividends or other distributions to shareholders, except as permitted by (h) below; (b) amending the Articles of Incorporation, except as permitted by (j), below; (c) adopting a plan of merger; (d) recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Corporation other than in the management usual and regular course of its business; (e) recommending to the shareholders a voluntary dissolution of the business and affairs Corporation or a revocation thereof; (f) approving or proposing to shareholders other actions required to be approved by the shareholders; (g) approving a plan of merger which does not require shareholder approval; (h) authorizing or approving any reacquisition of shares of the CompanyCorporation, and may authorize except pursuant to a formula or method prescribed by the seal Board of Directors; (i) authorizing or approving the issuance, sale or contract for sale of shares of the Company Corporation’s stock except either pursuant to be affixed a stock option or other stock compensation plan or where the Board of Directors has determined the maximum number of shares and has expressly delegated this authority to the committee; (j) determining the designation and relative rights, preferences and limitations of a class or series of shares, unless the Board of Directors has determined a maximum number of shares and expressly delegated this authority to the committee; (k) adopting, amending or repealing Bylaws for the Corporation; or (1) filling vacancies on the Board of Directors or on any of its committees; or (m) taking any other action which the Oregon Business Corporation Act prohibits a committee of a board of directors to take. The provisions of Sections 2.4, 2.5, 2.6, 2.7 and 2.10 of the Bylaws will also apply to all papers which may require itcommittees of the Board of Directors. Each committee shall will keep regular minutes written records of its activities and report proceedings. All actions by committees will be reported to the Board of Directors when required. The designation of any such committee at the next meeting following the action and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by ratify, revise or alter such action, other than actions exclusively within the Board of Directors whenever in its judgment the best interests authority of the Company Preferred Committee or Common Committee, provided that no rights or acts of third parties will be served thereby, but affected by any such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election revision or appointment of a member of a committee shall not of itself create contract rightsalteration.

Committees. The Board of Directors mayDirectors, by resolution passed by vote of a majority of the whole Board of DirectorsDirectors then in office, may designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeor in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation (if any) to be affixed to all papers which that may require it, but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders of the Corporation, any action or matter (other than the election or removal of directors) expressly required by applicable law to be submitted to stockholders of the Corporation for approval; (b) adopting, amending or repealing these Bylaws; or (c) removing or indemnifying directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board of Directors may abolish any committee at any time. Each such committee shall keep regular minutes and report its action to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors who shall have the power at to rescind any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings action of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsretroactive effect.

Committees. The When applicable, the Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of DirectorsBoard, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of DirectorsBoard, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate may from time to time establish one or more committees, each committee to consist of one or more committees of the Directors Board to serve at the pleasure of the CompanyBoard (including, but not limited to, an Audit Committee and a Compensation Committee), which shall be comprised of such members of the Board, and have such duties and be vested with such powers as the Board shall from time to time determine. The Any director may belong to any number of committees of the Board. Subject to the Certificate of Incorporation, the Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the absence place of a designation by the Board of Directors of an alternate member to replace the any such absent or disqualified member. Unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum; and all matters shall be determined by a majority affirmative vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors mayDirectors, by resolution passed by vote of a majority of the whole Board of Directorsdirectors then in office, designate may elect one or more committees, each committee to consist including, without limitation, a Compensation Committee, a Nominating & Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of one its powers except those which by law, by the Certificate or more of the Directors of the Companyby these By-laws may not be delegated. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of Directors establishing such committeethe DGCL, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, Corporation and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to Except as the Board of Directors when required. The designation of may otherwise determine, any such committee and may make rules for the delegation thereto conduct of authority shall not operate to relieve the Board of Directorsits business, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as but unless otherwise provided by the Board of DirectorsDirectors or in such rules, meetings of any committee its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors conducts delegates any of its business pursuant powers or duties shall keep records of its meetings and shall report its action to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsDirectors.

Committees. The Board of Directors mayshall initially designate an Audit Committee, by resolution passed by a majority Nominating and Compensation Committee, and a Corporate Governance, Quality and Regulatory Committee, as well as a NovaQuest™ Investment Committee, which shall be an operating committee (and not a Board committee) responsible for reviewing all planned NovaQuest™ Investments. Notwithstanding anything contained herein to the contrary, the Board may act to change the committees of the whole Board of DirectorsBoard, designate one or more committees, each provided that at all times the Company shall maintain any committee to consist of one or more of the Directors of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors that is required under applicable lawlaw and pursuant to applicable rules and regulations of the Commission and the NYSE (or any other applicable SRO). Except as provided below, the composition of all committees of the Board (and of the NovaQuest™ Investment Committee) shall be as determined by the Board, provided, that the Bain Shareholders as a group, the DG Shareholders as a group, and the TPG Shareholders as a group shall each have the right to designate at least one director to serve on each such committee, other than the Nominating and Compensation Committee which shall be comprised of the directors set forth below, and the NovaQuest™ Investment Committee, which shall include at least one TPG Nominee and one Xxxx Nominee. The Board of Directors 3i Shareholders as a group shall have the power at right to designate one director to serve on two of the board committees named in this Section 3.4(a), that the 3i Shareholders shall select, and the right to designate one director to serve on any time future board committee. Until a Qualifying Offering, the Nominating and Compensation Committee (or any similar committee) of the Board shall be composed of one DG Nominee, one Xxxx Nominee, one TPG Nominee, and the Disinterested Nominees. Following a Qualifying Offering, a Nominee of the DG Shareholders, the Xxxx Shareholders, the TPG Shareholders or the 3i Shareholders may serve on a committee only to change the membership of any extent such Nominee is permitted to serve on such committee under applicable law and pursuant to fill vacancies in it. A majority applicable rules and regulations of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman Commission and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected NYSE (or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsother applicable SRO).

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors of the CompanyManagers or Officers. The Board of Directors may from time to time at any annual or special meeting designate the Managers and/or Officers to serve on any such committee. Each Manager or Officer so serving shall hold office until such Manager's or Officer's successor has been designated or until such Person ceases to be a Manager or Officer, or until the Manager or Officer has resigned from such committee or been removed. The Board may designate one or more Directors Managers or Officers as alternate members of any committee, who may replace any absent or disqualified member of such committee at any meeting of the committeethereof. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board designating it and subject to the provisions of Directors establishing such committeethe Act, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal Fund. The members of the Company to be affixed to all papers which may require it. Each a committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such act only as a committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors individual members thereof shall have the no power as such. Any committee may be abolished or redesignated in any manner and at any time to change by the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorumBoard. Each such committee shall keep minutes and make such reports as the Board may elect a chairman and appoint such subcommittees and assistants as it may deem necessaryfrom time to time request. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the Board of DirectorsManagers or in such rules, meetings of any committee its business shall be conducted as nearly as possible in the same manner as is provided in this Agreement for the Board Board. If any vacancy shall occur in a committee by reason of Directors conducts its business pursuant disqualification, death, resignation, removal or otherwise, the remaining members of the committee (and such alternate members) shall continue to this Agreementact, as and any such vacancy may be filled at any meeting of the same shall from time to time be amendedBoard, by resolution adopted by the Board. Any member of any such committee elected or appointed may resign at any time by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests delivering a written resignation to any of the Company will be served therebyChairman, but the President, the Secretary or an Assistant Secretary. Unless otherwise specified therein, such removal resignation shall be without prejudice to the contract rights, if any, of the person so removedtake effect upon delivery. Election or appointment of a Any member of a committee shall not of itself create contract rightsmay be removed at any time, either for or without cause, by resolution passed by the Board.

Committees. The Board of Directors may, Whereas by resolution passed adopted by a majority of the whole Board of Directors, the Corporation has elected to be governed by paragraph (2) of Section 141(c) of the General Corporation Law of the State of Delaware, the Board of Directors may, by resolution or resolutions, designate one or more committees, committees (and may discontinue any of same at any time) each committee to consist of one or more of the Directors directors of the CompanyCorporation. The members of each committee shall be appointed by the Board and shall hold office during the pleasure of the Board. Subject to any limitations on the delegation of power and authority to such committee in the Corporation's Restated Certificate of Incorporation or under applicable law, a committee may be delegated and may exercise such powers of the Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting in the management of the committeebusiness and affairs of the Corporation (and may authorize the seal of the Corporation to be affixed to all papers which may require it) as may be delegated to such committee by such a resolution of the Board of Directors. In Subject to a resolution of the Board of Directors to the contrary, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting of the committee and not disqualified from voting, whether or not he, she such present member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at such meeting of the meeting committee in the place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation Regular meetings of any such committee may be held at such time and place, within or without the delegation thereto State of authority Delaware, as shall not operate from time to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him time be fixed by law, nor shall such committee function where action of the Board of Directors is required under applicable lawand no notice thereof shall be necessary. The Board of Directors shall have the power at any time to change the membership Special meetings of any such committee may be called at any time by any officer of the Corporation or any member of any such committee. Special meetings shall be held at such place, within or without the State of Delaware, as shall be fixed by the person calling the meeting and to fill vacancies stated in itthe notice or waiver of the meeting. A majority of the members of any such committee shall constitute a quorumquorum for the transaction of business and the act of a majority present at which there is a quorum shall be the act of such committee. Each such committee may elect Notice of each special meeting of a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted given (or waived) in the same manner as notice of a directors' meeting. Each committee shall keep written minutes of its meetings and report such minutes to the Board of Directors conducts its business pursuant to this Agreement, as at the same shall from time to time be amended. Any member next regular meeting of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsDirectors.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the Companycorporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeand subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, corporation and may authorize the seal of the Company corporation to be affixed to all papers which may require it. Each such committee shall keep regular minutes and report to make such reports as the Board of Directors when requiredmay from time to time request. The designation Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such committee and rules, its business shall be conducted as nearly as possible in the delegation thereto of authority shall not operate to relieve same manner as is provided in these By-laws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these By-laws, or any member thereof, the Table of any responsibility imposed upon it or him by law, nor shall such committee function where action Contents resolution of the Board of Directors is required under applicable law. The Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority one or more members of the members of committee, and delegate to a subcommittee any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests all of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, powers and authority of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. (a) The Board of Directors may, by resolution passed adopted by a majority of the whole Board of DirectorsWhole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Companydirectors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In addition, in the absence or disqualification of a the member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they such members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the over business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation under Sections 251 and 252 of the General Corporation Law of the State of Delaware, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders the dissolution of the Corporation or revocation of a dissolution or amending these By-Laws. Unless a resolution of the Board of Directors so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership or merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. Such committee or committees shall have such name or names as may be determined from time to time by a resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of DirectorsDirectors then in office, designate one such Committees as it may deem appropriate (and may discontinue the same at any time by resolution or more committeesresolutions passed by a majority of the Board of Directors then in office), each committee Committee to consist of one or more of the Directors directors of the CompanyCorporation; provided, however, that the Corporation shall maintain such Committees as are required by and in compliance with the rules and regulations of the Securities and Exchange Commission, the stock exchange on which the Corporation’s common stock is then listed and applicable law. The members of any Committee shall be appointed by the Board of Directors and shall hold office at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any committeeCommittee, who may replace any absent or disqualified member at any meeting of the committeeCommittee, by resolution or resolutions passed by a majority of the Board of Directors then in office. No Committee shall have the power to: (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; (ii) change the number of directors constituting the Board of Directors; (iii) fill any vacancy on the Board of Directors or any Committee; or (iv) adopt, amend or repeal these Bylaws. Regular meetings of any Committee shall be held at such time and place as the Committee may determine, and special meetings may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Chairman of the Committee or any other member of the Committee. Notice of each meeting of a Committee shall be given (or waived) in the same manner as notice for a Board of Directors’ meeting may be given (or waived), and a majority of the members of the entire Committee shall constitute a quorum for the transaction of business. The act of a majority of the members of the entire Committee present at any meeting at which there is a quorum shall be the act of the Committee unless a greater number is required by law or by the Certificate of Incorporation. In the absence or of disqualification of a any member of a committeeany such Committee or Committees, and but not in the absence case of a designation by the Board of Directors of an alternate member to replace the absent or disqualified membervacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she the member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors Directors, who is not an officer of the Corporation or any of its subsidiaries and who otherwise is qualified to serve on such Committee, to act at the meeting for all purposes in the place of any such absent or disqualified Committee member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation (if any) to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him such director by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman chairperson and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, Article IV as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors of the CompanyDirectors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a any committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, quorum and may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, To the extent permitted by applicable law and to the extent provided in the a resolution of the Board of Directors establishing Directors, any such committee, shall have and committee may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation (if one is adopted) to be affixed to all papers which that may require it. Each No such committee shall keep regular minutes and report have the power or authority, however, to: (i) approve or adopt, or recommend to the Board Stockholders, any action or matter expressly required by the DGCL to be submitted to Stockholders for approval; or (ii) adopt, amend or repeal any bylaw of Directors when requiredthe Corporation. The designation Except as otherwise provided in the Certificate of any such committee and the delegation thereto of authority shall not operate to relieve the Board of DirectorsIncorporation, these By-laws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable lawdesignating the committee, a committee may create one (1) or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. The Except as otherwise provided in the Certificate of Incorporation, these By-laws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the Directors then serving on a committee or subcommittee shall have constitute a quorum for the power at any time to change the membership transaction of any such committee and to fill vacancies in itbusiness. A The vote of a majority of the members of any such the committee or subcommittee present at a meeting at which a quorum is present shall constitute a quorumbe the act of the committee or subcommittee. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings Meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rightsheld at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson or a majority of the person so removed. Election or appointment members of a member of a committee shall not of itself create contract rightssuch committee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. If provision be made for any such committee or committees, the members thereof shall be appointed by the Board of Directors and shall serve during the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each ; but no such committee shall keep regular minutes and report have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the Board stockholders the sale, lease or exchange of Directors when required. The designation all or substantially all of any the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws; and, unless the resolution, these Bylaws or the Certificate of Incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and the delegation thereto of authority merger. Such committee or committees shall not operate have such name or names as may be determined from time to relieve time by resolution adopted by the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power may at any time to change the membership of its pleasure discontinue any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittees.

Committees. The Subject to the terms and conditions of the Stockholders Agreement, the Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the any such committee. In Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or authority to (i) approve, adopt, or recommend to the stockholders any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend, or repeal any of these Bylaws. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and Notwithstanding anything to the delegation thereto of authority shall not operate to relieve contrary contained in this Article III, the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action resolution of the Board of Directors is required under applicable law. The establishing any committee of the Board of Directors shall have and/or the power at any time to change the membership charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each resolution or charter, the terms of such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee resolution or charter shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscontrolling.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the Companycorporation as the Board of Directors shall determine with such lawfully delegable powers and duties as the Board of Directors thereby confers. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeand subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, corporation and may authorize the seal of the Company corporation to be affixed to all papers which may require it. Each such committee shall keep regular minutes and report to make such reports as the Board of Directors when requiredmay from time to time request. The designation Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such committee and rules, its business shall be conducted as nearly as possible in the delegation thereto of authority shall not operate to relieve same manner as is provided in these By-laws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these By-laws, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action the resolution of the Board of Directors is required under applicable law. The Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority one or more members of the members of committee, and delegate to a subcommittee any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests all of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, powers and authority of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member initial committees of the Board of Directors to act at the meeting shall be as set forth in place of any absent or disqualified memberSection 3.15. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeBoard, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which that may require it. Notwithstanding the foregoing, no committee of the Board shall have the power or authority in reference to: (a) amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the Delaware General Corporation Law fix the designation and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series); (b) adopting an agreement of merger or consolidation under Section 251 or 252 of the Delaware General Corporation Law; (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets; (d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or (e) amending the Bylaws of the Corporation. Unless the resolution appointing such committee or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Each committee shall have such name as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors of the Companydirectors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified memberfrom voting thereat, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Companycorporation; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or adopting, amending or repealing any Bylaw of the corporation; and may unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the seal issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Company Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to be affixed to all papers which may require ittime by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action when required. Unless otherwise specified in the resolution of the Board of Directors is required under applicable law. The Board of Directors shall have appointing the power at any time to change the membership of any such committee and to fill vacancies in it. A majority committee, all provisions of the members Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreementapply, as well, to such committees and their members. Unless otherwise provided in the same shall from time to time be amended. Any member Certificate of any such committee elected Incorporation, these Bylaws, or appointed by the resolution of the Board of Directors designating the committee, a committee may be removed by the Board create one or more subcommittees, each subcommittee to consist of Directors whenever in its judgment the best interests one or more members of the Company will be served therebycommittee, but such removal shall be without prejudice and delegate to the contract rights, if any, a subcommittee any or all of the person so removed. Election or appointment powers and authority of a member of a committee shall not of itself create contract rightsthe committee.

Committees. a. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each such committee to consist of one or more of the Directors of the Companydirectors. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Board at any time may change the membership of any committee or amend or rescind the resolution designating the committee. Each committee shall keep a record of proceedings and report the same to the Board to such extent and in such form as the Board may require. Unless otherwise provided in the resolution designating a committee, a majority of all of the members of any such committee may select its Chairman, fix its rules or procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeBoard, or in these By-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any ; but no such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the Exhibit 3.2 power at or authority in reference to the following matter: (i) approving or adopting, or recommending to the stockholders, any time action or matter (other than the election or removal of directors) expressly required by the DGCL to change the membership of be submitted to stockholders for approval or (ii) adopting, amending or repealing any such committee and to fill vacancies in it. A majority by-law of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsCorporation.

Committees. The Subject to the Investor Rights Agreement, the Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate may from time to time establish one or more committees, each committee to consist of one or more committees of the Directors Board to serve at the pleasure of the CompanyBoard (including, but not limited to, an Executive Committee, an Audit Committee and a Compensation Committee), which shall be comprised of such members of the Board, and have such duties and be vested with such powers as the Board shall from time to time determine. The Any director may belong to any number of committees of the Board. Subject to the Certificate of Incorporation and the Investor Rights Agreement, the Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the absence place of a designation by the Board of Directors of an alternate member to replace the any such absent or disqualified member, subject to the Investor Rights Agreement. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee. Any such committee, to the extent provided in the resolution of the Board establishing such committee, subject to the Investor Rights Agreement, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee or the Investor Rights Agreement. Unless otherwise provided in such a resolution or the Investor Rights Agreement, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum; and all matters shall be determined by a majority affirmative vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution or the Investor Rights Agreement, in the event that a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, may designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of Directors establishing such committeelaw, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, Corporation and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each ; but no committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any time action or matter (other than election or removal of directors) expressly required by the DGCL to change the membership be submitted to stockholders for approval or (b) adopting, amending or repealing any provision of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorumthese Bylaws. Each such committee shall keep minutes and make such reports as the Board may elect a chairman and appoint from time to time request. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the Board or in such subcommittees and assistants rules, its business shall be conducted as it may deem necessarynearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided by in the Certificate of Incorporation, these Bylaws, or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected one or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests more members of the Company will be served therebycommittee, but such removal shall be without prejudice and delegate to the contract rights, if any, a subcommittee any or all of the person so removed. Election or appointment powers and authority of a member of a committee shall not of itself create contract rightsthe committee.

Committees. The Board Union shall have the right to membership on the following University Committees: Employee Assistance Program Committee Food Services Committee Occupational Health and Safety Committee Advisory Committee on Personal Safety Advisory Committee for the of Directors may, Women Union Management Employment Equity Committee The parties to a Joint to the Pension Committee requesting that the necessary changes be made in the Committee structureto allow for the appointment of one additional member to be selected by resolution passed by a majority Local CONFIDENTIALITY AND ACCESS TO PERSONNEL FILES It is the understanding of the whole parties that this Article is not inconsistent with the principles in the Senate Board Policy on Confidentiality, approved by the Executive Committee of Directorson and approved by the of on November An employee shall have right to examine Personnel File during normal business hours, designate one or more committeeswith provision that any confidential letters of prior ratification of Collective Agreement shall be held confidential. However, each committee members may request and shall obtain the names of authors of such confidential letters. Employees shall have the right to consist of one or more have the Employer prepare, reasonable intervals and at the of the Directors portion of their Personnel files. under this Article shall be made on a reasonable basis and will be honoured within the capability of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committeePersonnel Department. In the absence case of of reprimand, or disqualification of a member of a committeecriticism being added to an employee's file, the employee concerned shall be required to read and in initial such material. In the absence of a designation by the Board of Directors event of an alternate member to replace the absent alleged distortion or disqualified membererror, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors employee shall have the power at right to request the inclusion of material pertinent to the distortion or In the event of an error being established, the file shall be and the erroneous removed. Documents of censure, reprimand, or criticism or more years old shall be removed from the employee's and not be in connection with any time disciplinary action or promotional opportunity. OF BARGAINING JOBS The Employer agrees that work normally performed by the bargaining unit shall not be subcontracted, transferred, leased, assigned, or conveyed, in whole or in part, to change any prior to a discussion of intended action between the membership Union and the Employer. For purposes of any such committee and to fill vacancies this Article, the word discussion shall mean discussion in it. A majority the Joint for the Administration of the Collective Agreement. Discussion may be terminated by either party two months the date Union notice and rationale of the contemplated within two months by agreement of the parties. The contemplated action shall not be implemented until the discussion is ended. Employees presently in the unit will not suffer loss of employment or of as a result of the contracting out of work presently performed by members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsbargaining unit.

Committees. The In accordance with the Company’s certificate of incorporation and bylaws, the Board of Directors may, by resolution passed by a majority shall establish and maintain (i) an audit committee of the whole Board of Directors composed of not less than three (3) Directors, (ii) a nominating and corporate governance committee of the Board of Directors composed of not less than three (3) Directors, (iii) a compensation committee of the Board of Directors composed of not less than three (3) Directors, (iv) a finance and investment committee of the Board of Directors composed of not less than three (3) Directors and (v) any other committees of the Board of Directors required in accordance with applicable Laws and stock exchange regulations. Subject to applicable Laws and stock exchange regulations, and subject to requisite independence requirements applicable to such committee, (A) the LGP Stockholders shall have the right to have the LGP Director appointed to serve on the audit committee of the Board of Directors and the finance and investment committee of the Board of Directors, in either case for so long as the LGP Stockholders have the right to designate the LGP Director for nomination to the Board of Directors, (B) the LTPC Stockholders shall have the right to have one or more committees, each (1) LTPC Director appointed to serve on the nominating and corporate governance committee to consist of one or more of the Directors Board of Directors, one (1) LTPC Director appointed to serve on the finance and investment of the Company. The Board of Directors may and one (1) LTPC Director appointed to serve on the compensation committee of the Board of Directors, in each case for so long as the LTPC Stockholders have the right to designate at least one or more (1) LTPC Director for nomination to the Board of Directors and (C) the GA Stockholders shall have the right to have the GA Director appointed to serve on the compensation committee of the Board of Directors and the finance and investment committee of the Board of Directors, in either case for so long as alternate the GA Stockholders have the right to designate the GA Director for nomination to the Board of Directors. Any members of any committee, who may replace any absent or disqualified member at any meeting committees of the committee. In Board of Directors that are not entitled to be designated by the absence LGP Stockholders, the LTPC Stockholders or disqualification the GA Stockholders pursuant to the preceding provisions of a member of a committeethis Section 3.1(i) shall be Independent Directors, and in the absence of a designation specific Independent Directors appointed as members on each such committee shall be determined by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute (acting as a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. Any committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in the same manner as the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightswhole).

Committees. The Board of Directors may, by resolution passed by a ---------- majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors directors of the CompanyCorporation. The Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof of such committee present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the such meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committeeand subject to the provisions of the General Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, Corporation and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each such committee shall keep regular minutes and report to make such reports as the Board of Directors when requiredmay from time to time request. The designation Except as the Board of Directors may otherwise determine or as provided herein, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such committee and rules, its business shall be conducted as nearly as possible in the delegation thereto of authority shall not operate to relieve same manner as is provided in these By-Laws for the Board of Directors, or any member thereof, . Adequate provisions shall be made for notice to members of any responsibility imposed upon it or him by law, nor shall such committee function where action all meeting of the Board of Directors is required under applicable lawcommittees. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority One-third (1/3) of the members of any such committee shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Each such committee Action may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided be taken by the Board of Directors, meetings of any committee shall be conducted without a meeting if all members thereof consent thereto in writing, and the same manner as writing or writings are filed with the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests minutes of the Company will be served thereby, but proceedings of such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightscommittee.

Committees. The Board board of Directors directors may, by resolution passed adopted by a majority of the whole Board authorized number of Directorsdirectors, designate one or more committees, each committee to consist consisting of one two or more directors, to serve at the pleasure of the Directors board of the Companydirectors. The Board board of Directors directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence The appointment of members or disqualification alternate members of a member committee requires the vote of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member majority of the Board authorized number of Directors to act at the meeting in place of any absent or disqualified memberdirectors. Any such committee, to the extent provided in the resolution of the Board board of Directors establishing such committeedirectors, shall have and may exercise all the powers and authority of the Board board of Directors directors, except with respect to: (i) the approval of any action which, under the CCC, also requires shareholders' approval or the approval of the outstanding shares; (ii) the filling of vacancies on the board of directors or on any committee; (iii) the fixing of compensation of the directors for serving on the board or on any committee; (iv) the amendment or repeal of these Bylaws or the adoption of new Bylaws; (v) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable; (vi) a distribution, except at a rate, in a periodic amount or within a price range set forth in the management articles of incorporation or determined by the board of directors; and (vii) the appointment of other committees of the business board of directors or the members thereof. Meetings and affairs actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, with such changes in the context of these Bylaws as is necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Companyboard of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and may authorize the seal that notice of the Company to special meetings of committees shall also be affixed given to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directorsalternate members, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such committee function where action of the Board of Directors is required under applicable law. The Board of Directors who shall have the power at any time right to change the membership of any such committee and to fill vacancies in it. A majority attend all meetings of the members committee. The board of any such committee shall constitute a quorum. Each such committee directors may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by adopt rules for the Board of Directors, meetings government of any committee shall be conducted in not inconsistent with the same manner as the Board provisions of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amendedthese Bylaws. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights3.15.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of DirectorsBoard, designate one or more committees, each committee to consist of one or more of the Directors of the CompanyCorporation; provided that the members of any such committee shall comply with the independence requirements of such committee, if any, in accordance with the published listing requirements of the national securities exchange on which the Class A Common Stock is listed. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she such member or they members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the by resolution passed by a majority of the Board of Directors establishing such committeewhole Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to ; but, without the Board unanimous approval of Directors when required. The designation all members of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, no such committee shall have the power or any member thereofauthority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws; and unless such resolution, these Bylaws, or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. A majority of any responsibility imposed upon it or him by lawcommittee may determine its action and fix the time and place of its meetings, nor unless the Board shall otherwise provide. Notice of such committee function where action meetings shall be given to each member of the Board of Directors is required under applicable lawcommittee in the manner provided for in this Article III. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of of, or to dissolve any such committee; provided that the Board shall not have the power to dissolve any committee and to fill vacancies in it. A majority required by the published listing requirements of the members national securities exchange on which the Class A Common Stock is listed. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of any persons who are not Directors of the Corporation; provided, however, that no such committee shall constitute a quorum. Each such committee have or may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by exercise any authority of the Board of Directors. Each Committee shall keep regular minutes of its meetings and, meetings of any committee shall be conducted in the same manner as on no less than a quarterly basis, report such minutes to the Board of Directors conducts its business pursuant to this Agreement, as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rightsDirectors.