Common use of Executive Committee Clause in Contracts

Executive Committee. At the Closing, an executive committee for the Company (the "Executive Committee") shall be created and the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee. The President of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At the Closing, (a) The Initial Members hereby form an executive committee for of the Company (the "“Executive Committee"”). The Executive Committee will consist of five (5) members (each, an “Executive Committee Member”), (i) three (3) of whom will be designated by AHI Member (the “AHI Designees”), for so long as (A) AHI Member and its Group Members continue to own at least 25% of the total Class A Common Units and (B) two or more of the Principals retain voting control of AHI Member (clauses (A) and (B) together, the “AHI Designation Threshold”), and (ii) two (2) of whom will be designated by NSAM Member (the “NSAM Designees”) for so long as NSAM Member and its Group Members continue to own at least 24% of the total Class A Common Units (the “NSAM Designation Threshold”); provided, that if any issuance (or series of related issuances) of Class A Common Units would result in the NSAM Designation Threshold no longer being satisfied, then, unless such issuance (or series of related issuances) was approved by the NSAM Designees, such issuance (or series of related issuances) shall be created and disregarded for purposes of determining whether the Company shall take all actions so that NSAM Designation Threshold is satisfied. Except as otherwise provided herein, (x) AHI Member, in the three Purchaser case of the AHI Designees and X. Xxxxxx Xxxxxxx(y) NSAM Member, IIIin the case of the NSAM Designees, are appointed shall have the sole right to serve remove their respective Executive Committee Members (at any time, for any reason or no reason). In the event that AHI Member at any time no longer has the right to appoint the AHI Designees or NSAM Member at any time no longer has the right to appoint the NSAM Designees, a majority of the remaining Executive Committee Members may remove the AHI Designees or the NSAM Designees, as applicable, and appoint their replacements. Except as expressly provided otherwise pursuant to the preceding sentence, in the event that a vacancy is created on the Executive Committee. The President Committee as a result of the Company death, disability, retirement, resignation or removal of any Executive Committee Member, then the Person or Persons that designated such Executive Committee Member shall serve as have the right to designate a Person to fill such vacancy; provided, that with respect to an advisory member of AHI Designee, the Executive CommitteeAHI Designation Threshold is met, and with respect to an NSAM Designee, the NSAM Designation Threshold is met. The Executive Committee shall have complete and may exercise all the powers exclusive authority to manage, control, administer, and authority of the Board in the management of operate the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority Company, and shall make all decisions affecting such business and affairs in accordance with the Approved Business Plan, subject to the rights of the members of the NSAM Designees to approve Major Matters pursuant to Section 5.3. Each Executive Committee must approve a particular matter for it to be the act of Member shall have one vote on all matters before the Executive Committee. If ; provided, that Major Matters shall require the affirmative vote approval of a majority both of the members NSAM Designees for so long as the NSAM Designation Threshold is met. Each Executive Committee Member shall be deemed a “manager” (within the meaning of Section 18-101 of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part Act) of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At such time as there are nine Members, the ClosingBoard shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11 Members, the Board shall establish and elect an executive committee for Executive Committee of the Company Board which shall consist solely of five (5) Officers, with the "Executive Committee") addition of the Immediate Past President, which shall exist thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large may be created and appointed by the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed Board to serve on the Executive Committee. The President qualifications of the Company Member at Large are that they must be an elected or appointed Mayor or Council Member of a Member of the Agency but need not be on the Board of Directors. The terms of office of the Members of the Executive Committee shall serve be one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as an advisory member provided for in this Article, or as otherwise delegated to it by the Board. The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any Each meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of called, noticed, held, and conducted in accordance with the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writingXxxxx X. Xxxxx Act, setting forth the action so takenGovernment Code Section 54950 et seq., is signed by all the members of the Executive Committeeas amended.

Executive Committee. At The Board of Directors shall, at its initial meeting after its election in each year, elect from among their number a committee of three or more who, with the Closing, an executive committee for Chairman of the Company (the "Executive Committee") shall be created Board and the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee. The President of the Company Association, acting as ex officio members, shall constitute the Executive Committee of the Board of Directors. Each member of the Executive Committee shall serve as an advisory for the ensuing year and until his or her successor is elected and shall qualify; provided, however, that any member of the Executive Committee may be removed, with or without cause, at any time by the Board of Directors. All vacancies in said Committee shall be filled by the Board of Directors. The Chairman of the Board of Directors and the President of the Association shall be ex-officio members of the Committee and shall have the power to vote with respect to all matters coming before the Executive Committee. The Executive Committee shall have meet at such times as it may decide. It shall keep a separate book of minutes of its proceedings and may exercise all actions, and make reports to the Board of Directors, from time to time, of its actions. All the powers and authority of the Board of Directors when the Board is not in session may be exercised by the management Executive Committee, except that the Executive Committee shall not declare dividends or distribute assets of the business and affairs Association. Unless otherwise provided by resolutions duly adopted by the Board of the Company on matters which by law do not need whole Board approval. The affirmative vote of Directors, a majority of the members Executive Committee shall constitute a quorum for the transaction of business. The Executive Committee shall review all loans when the total liability of the borrower exceeds an established amount, which amount is to be determined and set by the Board of Directors from time to time. All persons appointed or elected to office by the Executive Committee must approve a particular matter for it to be shall hold their respective offices only until the act next annual meeting of the Board of Directors. Each member of the Executive Committee. If the affirmative vote of a majority , except salaried officers of the members Association, shall be entitled to an attendance fee for each meeting of the Executive Committee on a particular matter submitted Committee, the amount of such fee to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved established by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive CommitteeDirectors.

Executive Committee. At the ClosingThe Board of Directors may, an executive committee for the Company (the "Executive Committee") shall be created and the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee. The President by resolution or resolutions passed by a majority of the Company shall serve as entire Board, designate an advisory member Executive Committee to consist of the Chief Executive CommitteeOfficer and two or more of the other directors, and alternates, and shall designate the Chairman thereof. The Executive Committee shall have and may exercise exercise, when the Board is not in session, all of the powers and authority of the Board in the management of the business and affairs of the Company, and shall have power to authorize the seal of the Company on to be affixed to all papers which may require it; but the Executive Committee shall not have power to declare dividends, to change the number of directors constituting the entire Board, to fill vacancies in the Board, or to change the membership of, or to fill vacancies in, any committee, or to fix the compensation of the directors or committee members, or to make or amend By-Laws of the Company, or to submit matters for action by shareholders, or to amend or repeal a resolution of the Board which by law do its terms may not need whole Board approvalbe changed by the Executive Committee. The affirmative vote Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve, the Executive Committee. The Executive Committee may make rules for the conduct of a its business and may appoint such subcommittees and assistants as it shall from time to time deem necessary. A majority of the members of the Executive Committee must approve shall constitute a particular matter for it to be the act of the Executive Committeequorum. If the affirmative vote of a majority of the members of All action taken by the Executive Committee on a particular matter submitted shall be reported to the Executive Committee for approval cannot be obtained, Board at its meeting next succeeding such matter action. The Secretary or an Assistant Secretary shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board attend and act as part secretary of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting all meetings of the Executive Committee and keep the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meetingminutes thereof. Any action required or permitted to be taken at a meeting Meetings of the Executive Committee may be taken without a meeting if a consent called by the Chairman of the Board or the President or, in writingthe event of the incapacity of the Chairman of the Board and the President, setting forth the action so taken, is signed by all the two or more members of the Executive CommitteeCommittee by giving reasonable notice of the time and place of such meetings. All such meetings shall be held at the office of the Company in the City of Detroit unless some other place is specified in the notice.

Executive Committee. At the Initial Closing, an executive committee for of the Company Board (the "Executive Committee") comprised of three directors shall be created and the Company shall take all actions so that the three Purchaser Investor Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee. The President Chief Executive Officer of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company when (a) the Executive Committee reasonably determines that action on a particular matter requires immediate attention and that a meeting of the whole Board could not be arranged within the period of time required to fully address such matter or (b) the Executive Committee is otherwise prescribed such power with respect to one or more matters by resolution of the whole Board; provided, however, that the Executive Committee shall not have any power or authority over matters which by law do not need whole Board approvalapproval or approval of the Audit Committee, Compensation Committee or Nominating Committee of the Board. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transactionNotwithstanding the foregoing, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,0001,000,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual BudgetCompany's annual budget, (ii) the nomination of members for election to the Board, (iii) Board upon the filling recommendation of vacancies in the Board, the Executive Committee or other Board committeeNominating Committee, and (iviii) transactions between the Company, on the one hand, and any Purchaser Durus or any Affiliate of any PurchaserDurus, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days one day before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At the Closing, The Members hereby establish an executive committee for the Company (the "“Executive Committee") shall be created and the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee. The President of the Company shall serve as an advisory member of the Executive Committee”). The Executive Committee shall have be comprised of four persons, two of whom will be designated by Ashford (each an “Ashford Representative”) and may exercise all two of whom will be designated by PRISA III (each a “PRISA III Representative”, and together with the powers and authority of Ashford Representatives the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval“Committee Representatives”). The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committeeinitial Ashford Representatives are Xxxxx Xxxxxx and Xxxxxxx Xxxxxxx, and (iv) transactions between the Company, on the one hand, initial PRISA III Representatives are Xxxxxxxx Xxxxxx and any Purchaser or any Affiliate of any Purchaser, on the other handXxxxx Xxxxxxxxx. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting Decisions of the Executive Committee may be taken made only with the approval of a majority of the Committee Representatives. Each Member designating representatives on the Executive Committee shall also be entitled to appoint one or more alternates who may serve in the absence of such Member’s Representative. Any Committee Representative or alternate appointed by a Member may be replaced at any time by such Member (with or without cause). Any appointment or replacement (with or without cause) of a meeting if Committee Representative or an alternate by the applicable Member shall be effective upon written notice of such appointment or replacement given to the Company and the other Members. All Committee Representatives and alternates shall serve for indefinite terms at the pleasure of the appointing Member. No Committee Representative shall receive any compensation from the Company for its services on the Executive Committee. For the avoidance of doubt, a consent in writing, setting forth the action so taken, is signed by all the members decision may be introduced for consideration and approval of the Executive CommitteeCommittee by any Committee Representative. If a decision must be made, the Member requesting the decision shall give to all Committee Representatives a notice (a “Decision Notice”) of the nature of the decision, together with a statement of the proposal as to the decision and all documentation, agreements and other information necessary to enable the Committee Representatives to make the decision. The Decision Notice shall specify the date (the “Response Date”) by which the Committee Representatives’ response to the Decision Notice shall be reasonably required under the circumstances (it being agreed that except as otherwise provided herein the Response Date shall not be less than 15 days after the date of the Decision Notice, unless an emergency exists, in which case said 15 day period shall be shortened to the extent reasonably necessary and practicable as determined by the Person delivering the Decision Notice in its reasonable judgment). Upon receipt of written request from any Committee Representative, each Member shall promptly deliver to such Committee Representative such additional information, to the extent the same is within its possession, as it shall reasonably request in order to respond to a Decision Notice. The Committee Representatives shall give written notice of their decision regarding the decision to the Ashford in its role as Administrative Member as promptly as reasonably practicable (but not later than the Response Date). In the event that any Committee Representative fails to respond to a Decision Notice on or prior to the Response Date therefor, such failure to respond shall be deemed a vote against the applicable decision. Approval of a decision must be evidenced by a written instrument, counterparts of which shall be executed by at least those Committee Representatives whose votes were required to approve such decision.

Executive Committee. At The Members shall form a committee (the Closing“Executive Committee”) to oversee the operations of the Company, which shall consist of the Members each of which shall appoint individuals (each, an executive committee for “Authorized Representative”) who shall act on behalf of the Company Members that appointed them. Investor shall appoint three (3) Authorized Representatives (the "Executive Committee"“Investor Representatives”) and the Manager shall appoint three (3) Authorized Representatives (the “Jxxxxxxx Representatives” and, together with the Investor Representatives, the “Authorized Representatives”); provided that, during the Investment Period, at least one (1) of the Jxxxxxxx Representatives shall be the Key Person. Each approval, consent and decision of a Member pursuant to this Agreement shall be conveyed by its Authorized Representatives. The approval of each Annual Business Plan (including the Operating Budget) and each Major Decision shall be made by the Authorized Representatives (on behalf of the Member each such Authorized Representative represents). The vote cast by the Investor Representatives (on behalf of Investor) shall be created equal to three (3) votes on a collective basis, such that the vote cast by the Investor Representatives (on behalf of Investor) shall collectively be deemed to be three (3) votes cast (regardless of the number of Investor Representatives actually casting votes), and the Company vote cast by the Jxxxxxxx Representatives (on behalf of Jxxxxxxx) shall take all actions so that the collectively be deemed to be three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee. The President (3) votes cast (regardless of the Company shall serve as an advisory member number of the Executive CommitteeJxxxxxxx Representatives actually casting votes). The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board Any consent, approval. The affirmative vote of a majority of the members , determination or other action of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If shall require the affirmative vote of a majority of at least one (1) Investor Representative and at least one (1) Jxxxxxxx Representative; provided that, after the members date the Company acquires its first Acquired Property, any approval of the Executive Committee on relating solely to any Acquired Property (other than any approval of a particular matter submitted Major Decision relating to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part Disposition of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser all or any Affiliate portion of any Purchaser, on Acquired Property under Section 7.2(a)(xviii)) shall require the other hand. Written or printed notice stating affirmative vote of at least one (1) Investor Representative and shall not require the place, day and hour affirmative vote of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meetingJxxxxxxx Representatives. Any action required or permitted to such vote may be taken at a meeting duly called pursuant to Section 9.3 or by written consent in the manner set forth in Section 9.4. Investor or the Manager may replace an Authorized Representative designated by such person by delivering written notice to the Company and the other Members of the Executive Committee removal of such Authorized Representative and designating a new Authorized Representative. The Manager, the Members and the Authorized Representatives may be taken without a meeting if a consent in writingrely absolutely on the vote, setting forth the action so takenconsent, is signed approval, disapproval or execution and delivery of any instrument conveyed by all the members an Authorized Representative (acting on behalf of the Executive CommitteeMember such Authorized Representative represents) as having been fully authorized and approved by the Member so designating such individual as its Authorized Representative to convey its votes, consents, approvals, disapprovals and/or executions. No Authorized Representative shall have any fiduciary duties or other liability to any other Authorized Representative or to any other Member of the Company in connection with its service as such.

Executive Committee. At the Initial Closing, an executive committee for of the Company Board (the "Executive CommitteeEXECUTIVE COMMITTEE") comprised of three directors shall be created and the Company shall take all actions so that the three Purchaser Investor Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee. The President Chief Executive Officer of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company when (a) the Executive Committee reasonably determines that action on a particular matter requires immediate attention and that a meeting of the whole Board could not be arranged within the period of time required to fully address such matter or (b) the Executive Committee is otherwise prescribed such power with respect to one or more matters by resolution of the whole Board; provided, HOWEVER, that the Executive Committee shall not have any power or authority over matters which by law do not need whole Board approvalapproval or approval of the Audit Committee, Compensation Committee or Nominating Committee of the Board. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transactionNotwithstanding the foregoing, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,0001,000,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual BudgetCompany's annual budget, (ii) the nomination of members for election to the Board, (iii) Board upon the filling recommendation of vacancies in the Board, the Executive Committee or other Board committeeNominating Committee, and (iviii) transactions between the Company, on the one hand, and any Purchaser Durus or any Affiliate of any PurchaserDurus, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days one day before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At There shall be, as one of the Closingstanding committees, an executive committee Executive Committee consisting of one member from each Subdivision designated prior to the annual meeting of the Commission by each respective Governing Body. If the Chairman or Vice-Chairman is not otherwise appointed as an Executive Committee member by his respective jurisdiction, that officer shall also serve as a member of the Executive Committee during his elected term of office. Except for the Company Chairman and Vice-Chairman, who shall serve while in office, each member of the Executive Committee shall serve for a term of one (1) year or until his successor is appointed by the "appropriate Governing Body, or until he resigns or is removed from the COMMISSION. The Chairman will serve as Chairman of the Executive Committee") . Each member of the Executive Committee shall have one vote. However, if the Chairman or Vice-Chairman is not the Executive Committee member appointed by the Governing Body of his Subdivision, then the Subdivision’s appointed member and the officer from that Subdivision who is also serving on the Executive Committee shall each be entitled to a vote counted one-half the vote of other Executive Committee members or, if only one of them is in attendance at a meeting, then that one shall have one full vote on behalf of his Subdivision. The Executive Committee shall hold regular monthly meetings upon the call of the Chairman. The Executive Committee shall hold special meetings upon the call of the Chairman or any two of its members. A majority of the members shall constitute a quorum. Every other member shall be created and an alternate member of the Company shall take all actions so that Executive Committee for the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve purpose of representing his jurisdiction on the Executive Committee. The President of the Company shall serve as , but an advisory alternate member of the Executive CommitteeCommittee may vote only in the absence of the regular member from his jurisdiction. Subject to the control and direction of the COMMISSION, the Executive Committee shall supervise and manage the affairs of the COMMISSION between regular meetings of the full COMMISSION. The Executive Committee may act on all matters by, for or on behalf of the COMMISSION, and may exercise any and all powers granted to the COMMISSION by the Virginia Area Development Act, the Agreement, or these bylaws, except amending the Agreement or these bylaws. The Executive Committee shall have and such specific duties as may exercise all the powers and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for from time to time be assigned to it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive CommitteeCOMMISSION.

Executive Committee. At An executive committee (the Closing“Executive Committee”), consisting of individuals (each, an executive committee for “Executive”) appointed by the Company (the "Executive Committee"Voting Members as provided herein, shall hold meetings as more particularly set forth in this Article X. Each Voting Member shall vote and otherwise act under this Agreement solely through its Executive(s) shall be created and the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee; it being agreed that an Executive shall have no independent consent rights or voting powers under this Agreement, but shall vote and otherwise act solely in accordance with the authority granted and the directions given by the Voting Member that appointed it. All Members shall be entitled to assume that an act of an Executive has been authorized by the Voting Member who appointed such Executive. The President initial number of individuals comprising the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date four (4) and not more than twelve (12), which number may be increased or decreased from time to time by a unanimous determination of the meetingVoting Members, provided that at all times each Voting Member shall have the right to appoint at least one Executive. Any action required One or permitted two Executives may be appointed by each of the Voting Members. Each Executive may name an alternate to be taken at serve in his or her stead in the event he or she is unavailable to attend a meeting of the Executive Committee may be taken without a or subcommittees thereof. Each Voting Member shall cause at least one of its Executives to attend each quarterly meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee. An Executive may be removed and replaced at any time without cause by the Voting Member that originally appointed such Executive, provided that such removal or replacement shall not be binding on the other Members until notice thereof has been given to the other Members, and such replacement shall hold office until such time as his or her successor shall have been appointed and become duly qualified. Any vacancy occurring on the Executive Committee shall be filled by the Voting Member that originally appointed the Executive with respect to which such vacancy exists. The Executive Committee may appoint one or more subcommittees of the Executive Committee to conduct such investigations and make such reports and recommendations as the Executive Committee may direct; provided that, unless otherwise unanimously approved by the Voting Members, no such subcommittee shall have any power or authority to vote on, approve, bind the Company to or implement any matter. In no event shall any Executive have any authority to execute agreements or other documents (other than a written consent or certificate (or similar document) evidencing or confirming its voting) on behalf of the Company or otherwise bind the Company (except through his or her votes).

Executive Committee. At The Board, by resolution adopted by a majority of directors constituting the Closingfull Board, may, in accordance with the terms of the Bylaws, appoint an executive committee for the Company (the "Executive Committee") ), one of the 16 members of which shall be created and Uhlenhop so long as he is the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Chief Executive Committee. The President Officer of the Company Company. If an Executive Committee is so appointed, except if ZS is no longer entitled to nominate a director to the Board pursuant to Section 2.l(e) hereof or except if ZS owns beneficially less than 25% of its Initial Ownership, ZS shall serve be entitled to have one representative as an advisory member observer (with no right to vote) at each meeting of the Executive Committee. The , and the Executive Committee shall have furnish ZS, to the attention of such person as ZS may designate as its observer in writing to the Executive Committee from time to time, and may exercise all at the powers same time and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the same manner furnished to members of the Executive Committee must approve a particular matter for it to be the act Committee, notice of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, each such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, meeting and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any materials relevant to such meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered so provided to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee. Such representative shall treat all information received by such representative pursuant to this Section 2.5 as confidential in accordance with Article 7 hereof and in accordance with applicable law and such duties regarding confidentiality as would be generally applicable to a director receiving such information. Subject to the terms of the Bylaws, the Executive Committee may exercise all the authority of the Board; PROVIDED, HOWEVER, that neither the Executive Committee nor any other committee of the Board shall have the authority to: (i) approve or recommend to shareholders of the Company actions or proposals required by law to be approved by shareholders of the Company; (ii) adopt, amend or repeal the Bylaws or Articles of Incorporation; (iii) authorize or approve the reacquisition of shares of the Company's capital stock unless pursuant to a general formula or method specified by the Board; (iv) adopt an agreement of merger or consolidation or sale of all or substantially all of the Company's assets or capital stock; or (v) authorize or approve the issuance or sale of, or any contract to issue or sell, shares of the Company's capital stock or designate the terms of a series of a class of shares of the Company's capital stock, except that the Board, having acted regarding general authorization for the issuance or sale of shares of capital stock, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board, by resolution or by adoption of a stock option or other plan, authorize the Executive Committee or any other committee to fix the terms of any contract for the sale of such shares of capital stock and to fix the terms upon which such shares of capital stock may be issued or sold, including the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares of the Company's capital stock, with full power in the Executive Committee or any such other committee of the Board to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the office of the Secretary of State of the state in which the Company is incorporated.

Executive Committee. At the Initial Closing, an executive committee for of the Company Board (the "Executive CommitteeEXECUTIVE COMMITTEE") comprised of three directors shall be created and the Company shall take all actions so that the three Purchaser Investor Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Executive Committee. The President Chief Executive Officer of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company when (a) the Executive Committee reasonably determines that action on a particular matter requires immediate attention and that a meeting of the whole Board could not be arranged within the period of time required to fully address such matter or (b) the Executive Committee is otherwise prescribed such power with respect to one or more matters by resolution of the whole Board; PROVIDED, HOWEVER, that the Executive Committee shall not have any power or authority over matters which by law do not need whole Board approvalapproval or approval of the Audit Committee, Compensation Committee or Nominating Committee of the Board. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transactionNotwithstanding the foregoing, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,0001,000,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual BudgetCompany's annual budget, (ii) the nomination of members for election to the Board, (iii) Board upon the filling recommendation of vacancies in the Board, the Executive Committee or other Board committeeNominating Committee, and (iviii) transactions between the Company, on the one hand, and any Purchaser Durus or any Affiliate of any PurchaserDurus, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days one day before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At (a) In order to facilitate the Closingdisposition of all matters and questions in connection with the administration and performance of the Business on behalf of the Partnership, an executive committee for the Company (the "Executive Committee") Committee shall be created created. Except as otherwise expressly provided herein, the management of the Partnership shall be the obligation of and the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed to serve on rest exclusively with the Executive Committee. The President of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee , which shall have and may exercise all the rights and powers and authority of the Board in as are necessary, advisable, or convenient to the management of the business and affairs of the Company Partnership. DRS/MS shall appoint two representatives to serve on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter to act in its interests with full and complete authority and to act on its behalf in all matters connected with, arising out of or related to the Partnership, and to act for it and bind DRS/MS in any and all matters involving the Business of the Partnership. USC shall appoint one representative (the "USC Representative") to be serve on the Executive Committee to act in its interests with full and complete authority and to act on its behalf in all matters connected with, arising out of or related to the Partnership, and to act for and bind USC in any and all matters involving the Business of the Partnership. USC shall also appoint one ex officio representative to serve on the Executive Committee. Such ex officio representative shall have no authority to act on behalf of USC in any matters connected with, arising out of or related to the Partnership, and shall have no authority to act for and bind USC in any matters involving the Business of the Partnership, provided, however, that such ex officio representative will act in place and in stead of the USC Representative with all the authority of the USC Representative, including without limitation the authority to bind USC, when the USC Representative is absent from, or otherwise not represented at, any meeting of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee The appointed representatives for approval cannot be obtained, such matter each Partner shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Boardfollows: DRS/MS Xxxx Xxxxxxxx Xxxx Xxxxxx USC Xxx Xxxxxx, the Executive Committee or other Board committeeUSC Representative Xxxxxx Xxxxx, ex officio representative Either party may at any time and (ivfrom time to time change its representative(s) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on by notifying the other hand. Written or printed notice stating the placeparty, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committeeappointment of a new representative or representatives, but until such appointment and notice, the actions of the respective representatives shall be conclusively binding on that party to the Partnership.

Executive Committee. At the Closing, an The executive committee for of the Company Board of Directors (the "“Executive Committee"”) will continue to exist in accordance with and be empowered by the By-laws of America Movil as amended and provided herein. The Executive Committee will be the principal consultative body of the Board and will be the body through which all major strategic, operational, financial and investment decisions are reviewed and recommended to the Board. The Executive Committee shall meet whenever necessary, including via telephone conference, but at least prior to each Board of Directors meeting, unless otherwise agreed by the Parties. The matters for Executive Committee review and discussion shall be those items set forth in Attachment A. At least five (5) business days written notice (by facsimile and courier) shall be created and the Company shall take all actions so that the three Purchaser Designees and X. Xxxxxx Xxxxxxx, III, are appointed given to serve on each of the Executive Committee. The President Committee members of the Company shall serve as an advisory member any meeting of the Executive Committee, provided always that a shorter period of notice or no notice may be given if approved by all Executive Committee members. Any such notice shall contain, inter alia, an agenda identifying in reasonable detail all of the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. The Executive Committee shall have and may exercise all the powers and authority of the power to operate and manage America Movil except for those powers the Board in expressly reserves to itself. The Executive Committee shall make recommendations on all matters on which the management of the business and affairs of the Company By-laws call for Executive Committee review. Each Party agrees that it will cause its Executive Committee members to use their best efforts to achieve a common position on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of presented to the Executive Committee. Should the Parties be unable to reach a common position or it is anticipated by either Party that a common position may not be reached at an Executive Committee must approve Meeting on any matter properly noticed pursuant to this paragraph E, they shall arrange a particular conference between the Chief Executive Officer’s of Carso Telecom, and SBCI or their respective executive designees. If the matter for it to is not resolved by the Two Chief Executive Officers/Director Generals before the next regular scheduled Board meeting where such matter will be discussed, the act of matter shall be resolved by majority decision by the Executive Committee. If the affirmative vote of a majority of the members of the an agenda item for an Executive Committee Meeting was not properly noticed pursuant to this paragraph E and the Parties are not able to reach a common position on a particular matter submitted such agenda item prior to the Executive Committee for approval cannot be obtained, such next regular scheduled Board meeting a decision on the matter shall be submitted to postponed until the whole Board for approval. next scheduled Executive Committee approval Meeting or until a common position is reached, whichever comes first. Notwithstanding the above, if it is determined by Carso Telecom in good faith that a matter subject to Executive Committee review cannot wait until the next regularly scheduled Executive Committee Meeting for its review and consideration, because time is of the essence, such specific matter shall be required discussed with SBCI prior to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved any action being taken by the Board as part Company regarding the matter and each Party’s decision shall be reflected in the minutes of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the next regularly scheduled Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive CommitteeMeeting.