Common use of Coordination Committee Clause in Contracts

Coordination Committee. On the Original Agreement Date, there shall be established a coordination committee (the “Committee”) consisting of (i) one representative designated by each Investor Group and (ii) Xxxxxx Xxxxxxxx, in his individual capacity and as representative of the Management Stockholders (together, the “Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Investor Group that designated him or her ceases to beneficially own in the aggregate a number of Shares that is equal to at least 10% of the Original Shares owned in the aggregate by the members of such Investor Group as set forth on Exhibit A to the Stockholders Agreement. The Committee shall include Xxxxxx Xxxxxxxx for so long as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5% or more of the outstanding Shares on a Fully Diluted Basis and, in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager (in addition to representatives from each of the Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.

Coordination Committee. On (a) Concurrently with the Original Agreement Datecompletion of an IPO, there shall be established a coordination committee (the “Committee”"COMMITTEE") consisting of (i) one representative designated by representatives from each Investor Group and (ii) Xxxxxx Xxxxxxxx, in his individual capacity and as representative of the Management Stockholders Investor Groups (together, considered together with their respective Affiliates) (the “Committee Members”"COMMITTEE MEMBERS"). Each Investor Group shall be permitted to designate one representative to participate on the Committee, and shall be permitted to remove and replace the Committee Member designated by it such designee from time to time; provided PROVIDED that a Committee Member total of 100 votes shall be allocated among such designees PRO RATA in accordance with each Investor Group's relative ownership of Sponsor Shares (including for such purpose Share Equivalents) immediately following the IPO; PROVIDED that such designees shall be automatically removed (and not replaced) at such time as the Investor Group that designated him or her ceases to beneficially own in the aggregate a number of Shares that is equal to at least 10% of the Original Shares owned in the aggregate by the members of such Investor Group as set forth on Exhibit A ceases to the Stockholders Agreement. The Committee shall include Xxxxxx Xxxxxxxx for so long as Xxxxxx Xxxxxxxx and employees of the own any Company beneficially own 5% Securities or more of the outstanding Shares on otherwise becomes a Fully Diluted Basis and, in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager (in addition to representatives from each of the Non-Qualifying Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee MembersGroup. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ ' prior notice that the Committee may meet without such Committee Member. The Committee shall meet reasonably promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, Stockholders requesting Committee approval under Section 2.1(b) to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall in any event respond to such written request with a grant or denial of approval within five three Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof; PROVIDED that if the Committee does not so respond prior to the expiration of such three Business Day period, it shall conclusively be deemed to have consented to the requested Transfer. The Committee shall act consider in good faith any and all requests for its own discretion, approval with a view toward facilitating the ability of each Stockholder to dispose of its Shares in an orderly manner that does not unduly disrupt the then prevailing market conditions relating to the Shares and shall not unreasonably withhold or deny its approval. Except as otherwise expressly provided in this Agreement, any actions taken by the Committee must have no obligation to approve or facilitate dispositions or Transfersreceived a majority of the votes of the Committee Members present. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s its service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will use reasonable efforts to cooperate with the Company with respect to, and will keep the Company promptly well informed of, any actions taken by the Committee under this Article I.Section 2 hereof.

Coordination Committee. On the Original Agreement DateUnivar NV, there CD&R Investor and Temasek Investor shall be established form a coordination committee (the “Coordination Committee”) consisting responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of (i) three members, which will initially be one representative designated by each of Univar NV, CD&R Investor Group and (ii) Xxxxxx XxxxxxxxTemasek Investor, in his individual capacity and as representative provided that Temasek Investor shall no longer have the right to designate a member of the Management Stockholders (together, the “Coordination Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Temasek Investor Group that designated him or her ceases to beneficially and its Permitted Transferees collectively own in the aggregate a number of Shares that is equal to at least 10% less than 10%2 of the Original Shares owned outstanding Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Xxxxxxx Xxxxx Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in the aggregate this Section 5.01 by the members of such Investor Group any Stockholder or its Affiliates except as set forth on Exhibit A to in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the Stockholders Agreementapproval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 7.5%3 of the outstanding Shares. The Notwithstanding the foregoing, the Coordination Committee shall include Xxxxxx Xxxxxxxx for so long be dissolved and shall have no further authority with respect to Transfers at such time as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5at least 65% or more of the outstanding Shares on are publicly traded. So long as a Fully Diluted Basis and, in Stockholder maintains a representative appointed as a member of the event Xxxxxx Xxxxxxxx no longer serves on the Coordination Committee, the Committee shall include each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Senior Manager (in addition to representatives from each Stockholder representative appointed as a member of the Investor Groups). A total of 100 votes shall be allocated among the Coordination Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.at

Coordination Committee. On the Original Agreement DateUnivar NV, there CD&R Investor and Temasek Investor shall be established form a coordination committee (the “Coordination Committee”) consisting responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of (i) three members, which will initially be one representative designated by each of Univar NV, CD&R Investor Group and (ii) Xxxxxx XxxxxxxxTemasek Investor, in his individual capacity and as representative provided that Temasek Investor shall no longer have the right to designate a member of the Management Stockholders (together, the “Coordination Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Temasek Investor Group that designated him or her ceases to beneficially and its Permitted Transferees collectively own in the aggregate a number of Shares that is equal to at least less than 10% of the Original Shares owned outstanding Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Xxxxxxx Xxxxx Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in the aggregate this Section 5.01 by the members of such Investor Group any Stockholder or its Affiliates except as set forth on Exhibit A to in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the Stockholders Agreementapproval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 10% of the outstanding Shares. The Notwithstanding the foregoing, the Coordination Committee shall include Xxxxxx Xxxxxxxx for so long be dissolved and shall have no further authority with respect to Transfers at such time as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5at least 65% or more of the outstanding Shares on are publicly traded. So long as a Fully Diluted Basis andStockholder maintains a representative appointed as a member of the Coordination Committee, each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Stockholder representative appointed as a member of the Coordination Committee at such time of any changes in such Stockholder’s beneficial ownership in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager Company and (in addition to representatives from each of the Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance 2) cooperate promptly with the relative ownership reasonable request of Shares, at the relevant time, of (i) any other Stockholder with respect to each any other information about such Stockholder or such Stockholder’s investment in the Company that is reasonably required for any Stockholder to make filings that it may be required to make under any applicable U.S. federal or state securities law (including Section 13 or Section 16 of the Investor Groups, all members Securities Exchange Act of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative1934, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.amended).

Coordination Committee. On the Original Agreement DateUnivar NV, there CD&R Investor and Temasek Investor shall be established form a coordination committee (the “Coordination Committee”) consisting responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of (i) three members, which will initially be one representative designated by each of Univar NV, CD&R Investor Group and (ii) Xxxxxx XxxxxxxxTemasek Investor, in his individual capacity and as representative provided that Temasek Investor shall no longer have the right to designate a member of the Management Stockholders (together, the “Coordination Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Temasek Investor Group that designated him or her ceases to beneficially and its Permitted Transferees collectively own in the aggregate a number of Shares that is equal to at least 10% less than 10%(2) of the Original Shares owned outstanding Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Xxxxxxx Xxxxx Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in the aggregate this Section 5.01 by the members of such Investor Group any Stockholder or its Affiliates except as set forth on Exhibit A to in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the Stockholders Agreementapproval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 7.5%(3) of the outstanding Shares. The Notwithstanding the foregoing, the Coordination Committee shall include Xxxxxx Xxxxxxxx for so long be dissolved and shall have no further authority with respect to Transfers at such time as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5at least 65% or more of the outstanding Shares on are publicly traded. So long as a Fully Diluted Basis and, in Stockholder maintains a representative appointed as a member of the event Xxxxxx Xxxxxxxx no longer serves on the Coordination Committee, the Committee shall include each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Senior Manager (in addition to representatives from each Stockholder representative appointed as a member of the Investor Groups). A total of 100 votes shall be allocated among the Coordination Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.at

Coordination Committee. On the Original Agreement DateUnivar NV, there CD&R Investor and Temasek Investor shall be established form a coordination committee (the “Coordination Committee”) consisting responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of (i) three members, which will initially be one representative designated by each of Univar NV, CD&R Investor Group and (ii) Xxxxxx XxxxxxxxTemasek Investor, in his individual capacity and as representative provided that Temasek Investor shall no longer have the right to designate a member of the Management Stockholders (together, the “Coordination Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Temasek Investor Group that designated him or her ceases to beneficially and its Permitted Transferees collectively own in the aggregate a number of Shares that is equal to at least 10% less than 10%2 of the Original Shares owned outstanding Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Xxxxxxx Xxxxx Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in the aggregate this Section 5.01 by the members of such Investor Group any Stockholder or its Affiliates except as set forth on Exhibit A to in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the Stockholders Agreementapproval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 7.5%3 of the outstanding Shares. The Notwithstanding the foregoing, the Coordination Committee shall include Xxxxxx Xxxxxxxx for so long be dissolved and shall have no further authority with respect to Transfers at such time as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5at least 65% or more of the outstanding Shares on are publicly traded. So long as a Fully Diluted Basis andStockholder maintains a representative appointed as a member of the Coordination Committee, each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Stockholder representative appointed as a member of the Coordination Committee at such time of any changes in such Stockholder’s beneficial ownership in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager Company and (in addition to representatives from each of the Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance 2) cooperate promptly with the relative ownership reasonable request of Shares, at the relevant time, of (i) any other Stockholder with respect to each any other information about such Stockholder or such Stockholder’s investment in the Company that is reasonably required for any Stockholder to make filings that it may be required to make under any applicable U.S. federal or state securities law (including Section 13 or Section 16 of the Investor Groups, all members Securities Exchange Act of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative1934, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.amended).