Common use of Board Committees Clause in Contracts

Board Committees. For so long as the MSD Stockholders have the right to designate any MSD Director Nominee for election pursuant to Section 3.1(a)(i) and to the extent permitted by applicable law and the rules of the Approved Exchange on which the Company’s equity securities are traded or listed, the MSD Stockholders shall be entitled to have an MSD Director Nominee, to the extent then serving on the Board, serve as a member of each committee of the Board (other than the audit committee); provided, that, no MSD Director Nominee shall be entitled to serve as a member of a committee of the Board if, at the time such MSD Director Nominee is to be appointed to such committee, there exists, solely as a result of such MSD Director Nominee serving on such committee, an actual conflict of interest between the Company, on the one hand, and such MSD Director Nominee, on the other hand. For so long as the SLP Stockholders have the right to designate an SLP Director Nominee for election pursuant to Section 3.1(a)(i) and to the extent permitted by applicable law and the rules of the Approved Exchange on which the Company’s equity securities are traded or listed, the SLP Stockholders shall be entitled to have an SLP Director Nominee, to the extent then serving on the Board, serve as a member of each committee of the Board (other than the audit committee); provided, that, no SLP Director Nominee shall be entitled to serve as a member of a committee of the Board if, at the time such SLP Director Nominee is to be appointed to such committee, there exists, solely as a result of such SLP Director Nominee serving on such committee, an actual conflict of interest between the Company, on the one hand, and such SLP Director Nominee, on the other hand. In addition, no MSD Director Nominee or SLP Director Nominee shall serve on the audit or related persons transactions committees of the Board. The MSD Stockholders and the SLP Stockholders acknowledge that any appointment to a currently existing committee will occur, following a request by a MSD Director Nominee or SLP Director Nominee, in accordance with the Board’s customary committee assignment timeline. In the event the Board forms a new committee or materially changes the delegation of authority to an existing committee and an MSD Director Nominee or SLP Director Nominee (or both) elect to serve on such committee, the Board shall appoint such individual(s) to such committee at the time of formation of, or change in authority of, the committee.

Board Committees. For so long The Company Board shall establish an Audit Committee and a Compensation Committee and any other committee of the Company Board that may be formed upon the approval of the Company Board, with such powers and rights as are determined by the Company Board, and with such composition as is determined by the Company Board; provided that, (a) until such time as the MSD Stockholders have the right Carlyle Entities are no longer entitled to designate nominate any MSD Director Nominee for election directors pursuant to Section 3.1(a)(i) and 2.1, to the extent permitted by applicable law Law and the rules of the Approved Exchange any stock exchange on which the Company’s equity securities are traded or Shares may be listed, the MSD Stockholders Carlyle Entities shall be entitled to have an MSD Director Nomineeappoint at least one member to each committee of the Company Board, (b) until such time as the H&F Entities are no longer entitled to nominate any directors pursuant to Section 2.1, to the extent then serving permitted by Law and the rules of any stock exchange on which the BoardShares may be listed, serve as a the H&F Entities shall be entitled to appoint at least one member of to each committee of the Company Board and (other than c) if and for so long as both the audit committee); providedCarlyle Entities and the H&F Entities are entitled to nominate directors to the Company Board pursuant to Section 2.1, thatthe Carlyle Entities and the H&F Entities, no MSD Director Nominee respectively, shall be entitled to serve as a member appoint the same number of a directors to each committee of the Company Board; provided, however, that if the H&F Board ifRepresentation Number is three and the Carlyle Board Representation Number is one, the H&F Entities may designate one additional member to each committee of the Company Board. Until such time as the Blue Spectrum Entities and GIC Entities are no longer entitled to designate (x) non-voting board observers pursuant to Section 2.1, the Blue Spectrum Investor (if the Blue Spectrum Board Representation Number is at least one) and the GIC Investor (if the GIC Board Representation Number is at least one) shall be entitled to receive copies of any materials sent by the Company to the members of any committee of the Company Board in connection with meetings of such committee in the same manner and at the same times as to members of such committee, in each case, if the Carlyle Entities or the H&F Entities have appointed a member to such committee but the Blue Spectrum Investor (if the Blue Spectrum Board Representation Number is at least one) and the GIC Investor (if the GIC Board Representation Number is at least one) has not appointed a member to such committee; provided that, at the time such MSD Director Nominee is to be appointed to request of a majority of the members of any such committee, the Company shall be entitled to redact portions of any materials delivered to the Blue Spectrum Investor or the GIC Investor, as applicable, pursuant to this sentence when and to the extent that such majority determines in good faith that (i) such redaction is reasonably necessary to preserve attorney-client privilege with respect to a matter or to protect highly confidential proprietary information or (ii) there exists, solely as a result of with respect to any such MSD Director Nominee serving on such committeematerials, an actual or potential conflict of interest between the CompanyBlue Spectrum Investor or the GIC Investor, on the one handas applicable, and the Company; and, provided, further, that, for the avoidance of doubt, the Blue Spectrum Investor and/or the GIC Investor may at any time elect in writing not to receive such MSD Director Nomineematerials and on receipt of such election, on the other hand. For so long Company shall cease to provide copies of any materials to the Blue Spectrum Investor and/or the GIC Investor, as the SLP Stockholders have the right to designate an SLP Director Nominee for election applicable, and (y) any directors pursuant to Section 3.1(a)(i2.1, the Blue Spectrum Investor (if the Blue Spectrum Board Representation Number is at least one) and to the extent permitted by applicable law and GIC Investor (if the rules of the Approved Exchange on which the Company’s equity securities are traded or listed, the SLP Stockholders GIC Board Representation Number is at least one) shall be entitled to have appoint at least one member to any executive committee (or any committee delegated functions customarily delegated to an SLP Director Nominee, to the extent then serving on the Board, serve as a member of each committee executive committee) of the Board (other than the audit committee); provided, that, no SLP Director Nominee shall be entitled to serve as a member of a committee of the Board if, at the time such SLP Director Nominee is to be appointed to such committee, there exists, solely as a result of such SLP Director Nominee serving on such committee, an actual conflict of interest between the Company, on the one hand, and such SLP Director Nominee, on the other hand. In addition, no MSD Director Nominee or SLP Director Nominee shall serve on the audit or related persons transactions committees of the Company Board. The MSD Stockholders and the SLP Stockholders acknowledge that any appointment to a currently existing committee will occur, following a request by a MSD Director Nominee or SLP Director Nominee, in accordance with the Board’s customary committee assignment timeline. In the event the Board forms a new committee or materially changes the delegation of authority to an existing committee and an MSD Director Nominee or SLP Director Nominee (or both) elect to serve on such committee, the Board shall appoint such individual(s) to such committee at the time of formation of, or change in authority of, the committee.

Board Committees. For Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the Nominating Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the MSD Stockholders Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to designate attend any MSD Director Nominee for election pursuant to Section 3.1(a)(i) and to meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the extent permitted by applicable law and the rules Bye-laws, all actions of each committee of the Approved Exchange on which Board shall require the Company’s equity securities are traded or listed, affirmative vote of a majority of the MSD Stockholders shall be entitled to have an MSD Director Nominee, to the extent then serving on members of such committee. Except as otherwise determined by the Board, serve as a member all actions of each any committee of the Board (other than the audit committee); provided, that, no MSD Director Nominee Compensation Committee and the Compliance Committee) shall be entitled submitted to serve as a member the Board for approval or ratification. Actions of a committee the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board iffor all purposes, at the time such MSD Director Nominee is to be appointed to such committee, there exists, solely as a result and no action of such MSD Director Nominee serving on such committee, an actual conflict of interest between the Company, on the one hand, and Board or the Shareholders to limit such MSD Director Nominee, on authority shall be effective without the other hand. For so long as the SLP Stockholders have the right to designate an SLP Director Nominee for election pursuant to Section 3.1(a)(i) and to the extent permitted by applicable law and the rules written consent of each of the Approved Exchange on which the Company’s equity securities are traded or listed, the SLP Stockholders shall be entitled to have an SLP Director Nominee, to the extent then serving on the Board, serve as a member of each committee of the Board (other than the audit committee); provided, that, no SLP Director Nominee shall be entitled to serve as a member of a committee of the Board if, at the time such SLP Director Nominee is to be appointed to such committee, there exists, solely as a result of such SLP Director Nominee serving on such committee, an actual conflict of interest between the Company, on the one hand, and such SLP Director Nominee, on the other hand. In addition, no MSD Director Nominee or SLP Director Nominee shall serve on the audit or related persons transactions committees of the Board. The MSD Stockholders and the SLP Stockholders acknowledge that any appointment to a currently existing committee will occur, following a request by a MSD Director Nominee or SLP Director Nominee, in accordance with the Board’s customary committee assignment timeline. In the event the Board forms a new committee or materially changes the delegation of authority to an existing committee and an MSD Director Nominee or SLP Director Nominee (or both) elect to serve on such committee, the Board shall appoint such individual(s) to such committee at the time of formation of, or change in authority of, the committeeMajor Investors.

Board Committees. For so long as The Board shall establish committees of the MSD Stockholders have Board, including, without limitation, (i) an Audit Committee, whose members, until consummation of the right to designate any MSD Director Nominee for election sale of shares pursuant to Section 3.1(a)(ia registration statement relating to the Company’s initial public offering of Common Stock, shall be determined by the Series B Holders and shall include the Linde Director (provided the Linde Director is a member of the Board), (ii) a Compensation Committee, the chair of which shall be an NMP Director (who shall initially be Xxxx Xxxxx and provided at least one NMP Director is a member of the Board) and whose members shall include either the ARCH Director or the Venrock Director (provided at least one of the ARCH Director or Venrock Director is a member of the Board), and (iii) a Nominating Committee, whose members shall include the ARCH Director (who shall initially be Xxxxxx Xxxxxx and provided the ARCH Director is a member of the Board), the Venrock Director (who shall initially be Xxxxx Xxxxxxx and provided the Venrock Director is a member of the Board) and more than one NMP Director (provided at least two NMP Directors are members of the Board and if only one NMP Director is a member of the Board, then the Nominating Committee shall include such NMP Director). If other committees of the Board are established from time to time, at least one NMP Director (provided at least one NMP Director is a member of the Board) and either the ARCH Director or the Venrock Director (provided at least one of the ARCH Director or Venrock Director is a member of the Board) shall be a member of each such committee as well. In the event a pricing committee is established in connection with any proposed initial public offering, the Linde Director (provided the Linde Director is a member of the Board) shall be a member of such committee. Each individual named in this Section 9.2 as a committee member shall hold office until his successor is elected and qualified or until his earlier resignation or removal in accordance with this Section 9 and the Certificate of Incorporation. With respect to each committee, the Board shall designate the members not provided for in this Section 9.2, any of whom may, at the option of the Board, be a Designated Director not otherwise serving as a member of such committee by virtue of this Section 9.2. Unless earlier terminated, the provisions set forth in this Section 9.2 shall terminate and be of no further force or effect on the earliest date following the consummation of the sale of shares pursuant to a registration statement relating to the extent permitted Company’s initial public offering of Common Stock on which the Company is no longer a “controlled company” as such term is defined by applicable law and the rules of the Approved Exchange principal securities exchange on which securities of the Company’s equity securities Company are traded or listedthen-listed (such date, the MSD Stockholders shall be entitled to have an MSD “Committee Termination Date”). Within one day following the Designated Director’s being advised by the Company that the Committee Termination Date has occurred, any Designated Director Nominee, to the extent then serving on the Board, serve as a member of each committee of the Board (other than the audit committee); provided, that, no MSD Director Nominee shall be entitled to serve as a member of a committee by virtue of the Board ifthis Section 9.2, at the time shall offer to tender his or her resignation from such MSD Director Nominee is committee to be appointed to such committee, there exists, solely as a result of such MSD Director Nominee serving on such committee, an actual conflict of interest between the Company, on the one hand, and such MSD Director Nominee, on the other hand. For so long as the SLP Stockholders have the right to designate an SLP Director Nominee for election pursuant to Section 3.1(a)(i) and to the extent permitted by applicable law and the rules of the Approved Exchange on which the Company’s equity securities are traded or listed, the SLP Stockholders shall be entitled to have an SLP Director Nominee, to the extent then serving on the Board, serve as a member of each committee of the Board (other than the audit committee); provided, that, no SLP Director Nominee shall be entitled to serve as a member of a committee of the Board if, at the time such SLP Director Nominee is to be appointed to such committee, there exists, solely as a result of such SLP Director Nominee serving on such committee, an actual conflict of interest between the Company, on the one hand, and such SLP Director Nominee, on the other hand. In addition, no MSD Director Nominee or SLP Director Nominee shall serve on the audit or related persons transactions committees of the Board. The MSD Stockholders and Board will accept or reject such resignation, or take other action with respect to such resignation, within 90 days after the SLP Stockholders acknowledge that any appointment to a currently existing committee will occur, following a request by a MSD Committee Termination Date. No NMP Director Nominee or SLP Director Nominee, shall participate in accordance with the Board’s customary committee assignment timelinedetermination with respect to any NMP Director’s resignation. In the event the Board forms a new committee or materially changes the delegation of authority to an existing committee and an MSD Director Nominee or SLP Director Nominee (or both) elect to serve on such committeeThe ARCH Director, the Board Linde Director or the Venrock Director shall appoint such individual(s) not participate in the Board’s determination with respect to such committee at the time resignation of formation of, or change in authority ofthe ARCH Director, the committeeLinde Director or the Venrock Director, respectively.

Board Committees. For so long (a) Parent shall maintain, and W and the TCP Fund Holders shall support (and shall use their reasonable best efforts to cause the WCAS Designees and the TCP Designees, as the MSD Stockholders have case may be, to support) Parent’s maintenance of, an audit committee and a compensation committee performing functions comparable to those customarily performed by such committees of boards of directors of public companies in the right United States and as otherwise required by applicable law. Subject to designate any MSD Director Nominee for election pursuant to Section 3.1(a)(i) and to the extent permitted by applicable law and the rules requirements of the Approved Exchange any national securities exchange or Interdealer Quotation System on which the Companyany of Parent’s equity securities are traded listed or listedtraded, Parent, W and the MSD Stockholders TCP Fund Holders shall use their reasonable best efforts to cause (i) at least one WCAS Designee or one Series B Designee that is an Affiliate of W to be entitled to have an MSD Director Nominee, appointed to the extent then serving on the Board, serve as a member of compensation committee and each other committee of the Board (of Directors other than the audit committee and the Committee of Independent Directors and (ii) one TCP Designee to be appointed to the compensation committee); provided, that, no MSD Director Nominee shall be entitled to serve as a member and the remaining members of a the compensation committee and any other committee of the Board ifof Directors other than the audit committee shall be Independent Directors and, at solely with respect to the time such MSD Director Nominee is Committee of Independent Directors, the Directors referred to in the definition of “Committee of Independent Directors.” Each of Parent, W and the TCP Fund Holders shall use their reasonable best efforts to take all actions to cause the audit committee to be appointed composed solely of Independent Directors who also qualify as independent directors within the meaning of Section 301 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder or pursuant thereto by any national securities exchange or Interdealer Quotation System on which any of Parent’s securities are listed or traded. Each of W and each TCP Fund Holder shall use its reasonable best efforts to such committeetake all actions to support, there existsincluding, solely as a result of such MSD Director Nominee serving on such committeewithout limitation, an actual conflict of interest between by using its reasonable best efforts to cause the CompanyWCAS Designees and the TCP Designees, on the one hand, and such MSD Director Nominee, on the other hand. For so long as the SLP Stockholders have case may be, to support, the right to designate an SLP Director Nominee for election pursuant to Section 3.1(a)(i) and constitution of the audit committee as provided in the immediately preceding sentence. Notwithstanding anything to the extent permitted by contrary contained in this Agreement, any appointment of any Director to a committee shall be subject to applicable law and the rules requirements of the Approved Exchange any national securities exchange or Interdealer Quotation System on which the Companyany of Parent’s equity securities are traded listed or listed, the SLP Stockholders shall be entitled to have an SLP Director Nominee, to the extent then serving on the Board, serve as a member of each committee of the Board (other than the audit committee); provided, that, no SLP Director Nominee shall be entitled to serve as a member of a committee of the Board if, at the time such SLP Director Nominee is to be appointed to such committee, there exists, solely as a result of such SLP Director Nominee serving on such committee, an actual conflict of interest between the Company, on the one hand, and such SLP Director Nominee, on the other hand. In addition, no MSD Director Nominee or SLP Director Nominee shall serve on the audit or related persons transactions committees of the Board. The MSD Stockholders and the SLP Stockholders acknowledge that any appointment to a currently existing committee will occur, following a request by a MSD Director Nominee or SLP Director Nominee, in accordance with the Board’s customary committee assignment timeline. In the event the Board forms a new committee or materially changes the delegation of authority to an existing committee and an MSD Director Nominee or SLP Director Nominee (or both) elect to serve on such committee, the Board shall appoint such individual(s) to such committee at the time of formation of, or change in authority of, the committeetraded.