Common use of Executive and Other Committees Clause in Contracts

Executive and Other Committees. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board 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, 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 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, 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 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 expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate records.

Executive and Other Committees. (a) The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board 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, 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 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, 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 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 expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate records.

Executive and Other Committees. The board Lazard Board may, by resolution adopted by a majority of directors the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board 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. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), 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 committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Lazard Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not Directors of the board of directorsCompany; provided, however, that no such committee shall have and or may exercise all the powers and any authority of the board of directors in Lazard Board. Notwithstanding anything herein to the management of contrary, no committee (including 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 Executive Committee) shall have the power or authority in reference (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the following matters: (a) approving Chairman of the Board or adoptingthe Chief Executive Officer, or recommending to the stockholders, any action or matter expressly required which actions may only be taken by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth Lazard Board in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsaccordance with this Section 3.02.

Executive and Other Committees. The board Board may, by resolution passed by a majority of directors may the Board, designate one or more committees, each committee to consist of one or more of the directors of the corporationCorporation. The board Board 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 ; provided, however, that in the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member he, she or members they constitute a quorum, may unanimously appoint another member of the board of directors Board to act at the meeting in the place of any such absent or disqualified member. Any member of any committee, or any alternate or substitute member of any committee, may participate in any meeting of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at the meeting. Any such committee, to the extent provided in the resolution of resolutions creating the board of directorssame, shall have and may exercise all the powers and authority of the board of directors Board in the management of the business and affairs of the corporation, Corporation and may authorize the seal of the corporation Corporation to be affixed to all papers which may require it; , but no such committee shall have the power or authority in reference to amend the Charter, adopt an agreement of merger or consolidation, recommend to the following matters: (a) approving Stockholders the sale, lease or adoptingexchange of all or substantially all of the Corporation’s property and assets, or recommending recommend to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw Stockholders a dissolution of the corporation. The delegation Corporation or a revocation of a dissolution or amend the By-Laws, and, unless the resolution creating the same so provides, no such committee shall have the power or authority to any committee shall not operate declare a dividend or to relieve authorize the board issuance of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directorsstock. Each committee shall keep regular written minutes of its meetings, which proceedings and shall report such minutes to the Board when required. All such proceedings shall be reported subject to alteration or revision by the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsBoard; provided, however, that third parties shall not be prejudiced by such revision or alteration.

Executive and Other Committees. The board Lazard Board may, by resolution adopted by a majority of directors the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board 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. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), 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 committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Lazard Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not Directors of the board of directorsCompany; provided, 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 corporationhowever, and may authorize the seal of the corporation to be affixed to all papers which may require it; but that no such committee shall have the power or may exercise any authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsLazard Board.

Executive and Other Committees. The board Finance Board may, by resolution adopted by a majority of directors may the Directors then in office, designate an executive committee (an “Executive Committee”) to exercise, subject to applicable provisions of law, all the powers of the Finance Board in the management of the business and affairs of the Company when the Finance Board is not in session, and may, by resolution similarly adopted, designate one or more other committees; provided, that any action that shall require the unanimous approval of the Directors pursuant to Section 13(f) may not be taken by the Executive Committee. The Executive Committee and each such other committee to shall consist of one two or more Directors of the directors of the corporationCompany. The board Finance Board 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. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), 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 committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Finance Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Finance Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Finance Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 13(d). The Finance Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Finance Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not Directors of the board of directorsCompany; provided, 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 corporationhowever, and may authorize the seal of the corporation to be affixed to all papers which may require it; but that no such committee shall have the power or may exercise any authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsFinance Board.

Executive and Other Committees. The board Board of directors Directors, by resolution or resolutions adopted by a majority of the full Board of Directors, may designate one or more members of the Board of Directors to constitute an Executive Committee, and one or more other committees, which shall in each case be comprised of such number of directors as the Board of Directors may determine from time to time. Unless precluded by applicable law or rule of the New York Stock Exchange, each committee to consist of one or more of the directors Board of the corporation. The board may designate one or more directors Directors, other than any nomination committee with respect to Class A 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 of directors to act at the meeting term is defined in the place Company's Restated Certificate of Incorporation), shall include at least one Class B Director at all times, unless a majority of Class B Directors consents to a committee not having any Class B Directors. Subject to such restrictions as may be contained in the Company's Restated Certificate of Incorporation or that may be imposed by the DGCL, any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, committee shall have and may exercise all the such powers and authority of the board Board of directors Directors in the management of the business and affairs of the corporationCompany as the Board of Directors may determine by resolution and specify in the respective resolutions appointing them, and may authorize the seal of the corporation Company 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 stockholdersstockholders of the Company, any action or matter expressly required by the Delaware General Corporation Law DGCL to be submitted to the stockholders for approval or approval, (b) adopting, amending or repealing any bylaw Bylaw of the corporationCompany, or (c) actions set forth in Section 7(b) of this Article III. Each duly authorized action taken with respect to a given matter by any such duly appointed committee of the Board of Directors shall have the same force and effect as the action of the full Board of Directors and shall constitute for all purposes the action of the full Board of Directors with respect to such matter. The delegation Board of authority 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. The Board of Directors shall name a chairman at the time it designates members to a committee. Each such committee shall appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall not operate be conducted in accordance with the provisions of Sections 4 and 6 of this Article III as the same shall from time to relieve the board of directors or any time be amended. Any member of any such committee elected or appointed by the board from any responsibility imposed Board of Directors may be removed by law. Subject 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 foregoingcontract rights, if any, of the board person so removed. Election or appointment of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board a member of directors does not establish other procedures, each a committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board not of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsitself create contract rights.

Executive and Other Committees. The board Lazard Board may, by resolution adopted by a majority of directors the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board 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. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such [[6065250]] responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, to the extent provided however, that, except as set forth in the resolution of the board of directorsfollowing sentence, 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 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 or may exercise any authority of the power or authority in reference Lazard Board. Except as specifically set forth herein regarding the Managing Members, with respect to any and all matters hereunder relating to the following matters: (a) approving or adoptingPIPR Interests, or recommending including the determinations, allocations, valuations and other matters contemplated by Section 5.05 and all determinations pursuant to the stockholdersany PIPR Agreement, any action provision hereunder requiring the act or matter expressly required approval of the Lazard Board shall be deemed satisfied (with respect to such act or approval of the Lazard Board) if the act or approval is taken or approved by the Delaware General Corporation Law to be submitted to stockholders for approval Lazard Board or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsCompensation Committee.

Executive and Other Committees. The board Board of directors may Directors may, by ------------------------------ resolution adopted by a majority of the whole Board, designate an Executive Committee, and one or more additional committees, to exercise, subject to applicable provisions of law, such powers of the Board in the management of the business and affairs of the Company as set forth in said resolution, 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 expressly required to be submitted to the stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the Company. The Executive Committee and each such other committee to shall consist of one two or more of the directors of the corporationCompany. The board 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. 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 committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members 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 Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Paragraph 3.6 of these Bylaws. 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, . Nothing herein shall be deemed to prevent the extent provided Board of Directors from appointing one or more committees consisting in the resolution whole or in part of persons who are not directors of the board of directorsCompany; provided, 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 corporationhowever, and may authorize the seal of the corporation to be affixed to all papers which may require it; but that no such committee shall have the power or may exercise any authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation Board of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsDirectors.

Executive and Other Committees. The board Lazard Board may, by resolution adopted by a majority of directors the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board 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. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), 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 committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, to the extent provided however, that, except as set forth in the resolution of the board of directorsfollowing sentence, 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 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 or may exercise any authority of the power or authority in reference Lazard Board. Except as specifically set forth herein regarding the Managing Members, with respect to any and all matters hereunder relating to the following matters: (a) approving or adoptingPIPR Interests, or recommending including the determinations, allocations, valuations and other matters contemplated by Section 5.05 and all determinations pursuant to the stockholdersany PIPR Agreement, any action provision hereunder requiring the act or matter expressly required approval of the Lazard Board shall be deemed satisfied (with respect to such act or approval of the Lazard Board) if the act or approval is taken or approved by the Delaware General Corporation Law to be submitted to stockholders for approval Lazard Board or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsCompensation Committee.

Executive and Other Committees. The board Board of directors Managers may designate create an executive committee and one or more committees, each other committees and appoint members of the Board of Managers to serve on them. Each committee to consist of one must have two (2) or more members, who serve at the pleasure of the directors Board of Managers. The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the members of the corporation. The board may designate one Board of Managers in office when the action is taken or more directors as alternate (2) the number of members of any committee, who may replace any absent or disqualified member at any meeting the Board 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 of directors to act at the meeting in the place of any such absent or disqualified member. Any such committeeManagers required by this Agreement, to the extent provided in the resolution of the board of directors, 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 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 expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisabletake action. To the extent specified by the board Board of directors does not establish other proceduresManagers or in this Agreement, each committee shall may exercise the authority of the Board of Managers. A committee may not, however, authorize distributions; approve or propose to Members action required by applicable law to be governed approved by Members; fill vacancies on the Board of Managers or on any of its committees; amend the Certificate of Formation pursuant to applicable law authorizing amendment by the procedures set forth Board of Managers; adopt, amend, or repeal any provisions of this Agreement; approve a plan of merger not requiring Member approval; authorize or approve the reacquisition of interests in Sections 3.04 the Company, except according to a formula or method prescribed by the Board of Managers; or authorize or approve the issuance or sale or contract for sale of interests in the Company, or determine the designation and relative rights, preferences and limitations of a class of Membership Units in the Company, except that the Board of Managers may authorize a committee (except as they relate or a senior executive Manager-Officer of the Company) to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if do so within limits specifically prescribed by the committee were the board Board of directorsManagers. Each committee shall keep regular minutes Provisions of its this Agreement governing meetings, which shall be reported to the board action without meetings, notice and waiver of directors when required notice, and submitted to the secretary quorum and voting requirements of the corporation for inclusion in the corporate recordsBoard of Managers, apply to committees and their members as well.

Executive and Other Committees. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors as the Board of Directors may from time to time determine. Any such committee, to the extent provided in such resolution or resolutions, shall have and may exercise all the powers and authority of the directors Board of Directors in the management of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting business and affairs of the committeeCorporation between meetings of the Board of Directors, including the power to authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have such power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend the Bylaws or otherwise to act (other than to make recommendations) where it is provided by law or by the Certificate of Incorporation that any vote or action, in order to bind the Corporation, shall be taken by the Directors, and unless the resolution creating such committee or the Certificate of Incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. In the absence or disqualification of a member of a committee, the member or number of members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute 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 Each such committee, committee other than the Executive Committee shall have such name as may be determined from time to time by the extent provided in the resolution Board of Directors. A majority of the board committee shall constitute a quorum for the transaction of directors, 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 corporation, and may authorize the seal of the corporation to be affixed at any meeting for which written notice has been given to all papers members or for which may require it; but no notice has been waived by all members. Each such committee shall have the power keep a record of its proceedings and may hold meetings upon one (1) day’s written notice or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required upon waiver of notice signed by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw all of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member members of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual either before or after said committee meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate records.

Executive and Other Committees. The board Board of directors may Directors may, by resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session, including without limitation the power to declare dividends, to authorize the issuance of the Corporation’s capital stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL, and may, by resolution similarly adopted, designate one or more other committees, . The Executive Committee and each such other committee to shall consist of one two or more of the directors of the corporationCorporation. The board Board 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. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), 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 committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of these Bylaws. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not directors of the board of directorsCorporation; provided, 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 corporationhowever, and may authorize the seal of the corporation to be affixed to all papers which may require it; but that no such committee shall have the power or may exercise any authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsBoard.

Executive and Other Committees. The Board of Directors, by the affirmative vote of a majority of the number of Directors required at the time to constitute a full board of directors as fixed in or determined pursuant to these by-laws as then in effect, may designate one or more committees, each committee to consist of one two or more of its members to constitute an Executive Committee, which committee shall, when the directors Board of the corporation. The board Directors is not in session, have and 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, 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 of directors to act at the meeting in the place of any such absent or disqualified member. Any such committeeexercise, to the extent provided in the by resolution of the board Board of directorsDirectors, shall have and may exercise from time to time, all the powers and authority of the board Board of directors in Directors (including all action which may be taken by the management Board of Directors as by law, by the business and affairs certificate of incorporation or by the corporationby-laws provided) insofar as such powers may be lawfully delegated, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. The Board of Directors, by the affirmative vote of a majority of the number of Directors required at the time to constitute a full board as fixed in or determined pursuant to these by-laws as then in effect, may also appoint other committees, the members of which may, but need not, be Directors, the number composing such committees, not less than two, and the powers (to be advisory only if all the members are not Directors) conferred upon them to be determined by resolution of the Board of Directors. No committee shall have power or authority 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 the by-laws; but and unless the resolution shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Vacancies in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required membership of committees shall be filled by the Delaware General Corporation Law to Board of Directors at a regular meeting or at a special meeting. At any meeting of any committee a majority of the whole committee shall constitute a quorum and except as otherwise provided by statute or by the certificate of incorporation or by the by-laws the affirmative vote of at least a majority of the members present at a meeting at which there is a quorum shall be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw the act of the committee. The Secretary of the corporation, or in his absence, an Assistant Secretary, or other person designated by a committee, shall act as secretary of such committee. The delegation of authority to any committee shall not operate to relieve the board of directors or any member Executive Committee and each of the board other committees, except as otherwise provided by resolution of the Board of Directors, shall fix the time and place of its meetings within or without the State of Delaware, shall adopt its own rules and procedure, and shall keep a record of its acts and proceedings and report the same from any responsibility imposed by law. Subject time to time to the foregoing, the board Board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsDirectors.

Executive and Other Committees. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors as the Board of Directors may from time to time determine. Any such committee, to the extent provided in such resolution or resolutions, shall have and may exercise all the powers and authority of the directors Board of Directors in the management of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting business and affairs of the committeeCorporation between meetings of the Board of Directors, including the power to authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have such power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend the Bylaws or otherwise to act (other than to make recommendations) where it is provided by law or by the Certificate of Incorporation that any vote or action, in order to bind the Corporation, shall be taken by the Directors, and unless the resolution creating such committee or the Certificate of Incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. In the absence or disqualification of a member of a committee, the member or number of members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute 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 Each such committee, to committee other than the extent provided in the resolution of the board of directors, Executive Committee shall have and such name as may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation be determined from time 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 expressly required time by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw Board of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsDirectors.