Common use of Other Committee Composition Clause in Contracts

Other Committee Composition. Until the Third Trigger Date, (i) the Company shall take all action to cause the number of Xxxxxxx Directors on all committees and subcommittees of the Company Board other than the Audit Committee, M&A Committee and any RPT Committee (such committees and subcommittees, the “Other Committees”) at any time (including if the size of such Other Committee is TABLE OF CONTENTS increased or decreased, to the extent permitted hereunder) to be equal to the Xxxxxxx Ownership Percentage (expressed as a fraction) multiplied by the total authorized number of members of such Other Committee at such time (including as constituted immediately following any increase of such committee or subcommittee to comply with this Section 3.3 to the extent permitted hereunder), rounded up to the nearest whole person, (ii) Xxxxxxx shall have the right to designate which Xxxxxxx Director(s) will serve on each Other Committee and (iii) Xxxxxxx shall have the right to designate the chair of each Other Committee; provided that (A) until the Second Trigger Date, in no event shall the number of Xxxxxxx Directors on any Other Committee be less than a majority of the members of such Other Committee, and (B) following the Second Trigger Date, (1) the number of Xxxxxxx Directors on each Other Committee calculated pursuant to the foregoing shall be rounded down to the nearest whole person, but in no event be less than one member and (2) if (x) Xxxxxxx Transfers in any transaction or series of related transactions five percent (5%) or more of the Company Common Stock outstanding at such time (other than to an Xxxxxxx Affiliate) or (y) at any time, none of the Xxxxxxx Directors is an officer or employee of any member of the Xxxxxxx Group, then this Section 3.3(d) shall be of no further force and effect.

Other Committee Composition. Until the Third Trigger Date, (i) the Company shall take all action to cause the number of Xxxxxxx Exxxxxx Directors on all committees and subcommittees of the Company Board other than the Audit Committee, M&A Committee and any RPT Committee (such committees and subcommittees, the “Other Committees”) at any time (including if the size of such Other Committee is TABLE OF CONTENTS increased or decreased, to the extent permitted hereunder) to be equal to the Xxxxxxx Exxxxxx Ownership Percentage (expressed as a fraction) multiplied by the total authorized number of members of such Other Committee at such time (including as constituted immediately following any increase of such committee or subcommittee to comply with this Section ‎Section 3.3 to the extent permitted hereunder), rounded up to the nearest whole person, (ii) Xxxxxxx Emerson shall have the right to designate which Xxxxxxx Emerson Director(s) will serve on each Other Committee and (iii) Xxxxxxx Emerson shall have the right to designate the chair of each Other Committee; provided that (A) until the Second Trigger Date, in no event shall the number of Xxxxxxx Emerson Directors on any Other Committee be less than a majority of the members of such Other Committee, and (B) following the Second Trigger Date, (1) the number of Xxxxxxx Emerson Directors on each Other Committee calculated pursuant to the foregoing shall be rounded down to the nearest whole person, but in no event be less than one member and (2) if (x) Xxxxxxx Emerson Transfers in any transaction or series of related transactions five percent (5%) or more of the Company Common Stock outstanding at such time (other than to an Xxxxxxx Emerson Affiliate) or (y) at any time, none of the Xxxxxxx Emerson Directors is an officer or employee of any member of the Xxxxxxx Emerson Group, then this Section ‎Section 3.3(d) shall be of no further force and effect.

Other Committee Composition. Until the Third Trigger Date, (i) the Company shall take all action to cause the number of Xxxxxxx Emerson Directors on all committees and subcommittees of the Company Board other than the Audit Committee, M&A Committee and any RPT Committee (such committees and subcommittees, the “Other Committees”) at any time (including if the size of such Other Committee is TABLE OF CONTENTS increased or decreased, to the extent permitted hereunder) to be equal to the Xxxxxxx Emerson Ownership Percentage (expressed as a fraction) multiplied by the total authorized number of members of such Other Committee at such time (including as constituted immediately following any increase of such committee or subcommittee to comply with this Section 3.3 to the extent permitted hereunder), rounded up to the nearest whole person, (ii) Xxxxxxx Emerson shall have the right to designate which Xxxxxxx Emerson Director(s) will serve on each Other Committee and (iii) Xxxxxxx Emerson shall have the right to designate the chair of each Other Committee; provided that (A) until the Second Trigger Date, in no event shall the number of Xxxxxxx Emerson Directors on any Other Committee be less than a majority of the members of such Other Committee, and (B) following the Second Trigger Date, (1) the number of Xxxxxxx Emerson Directors on each Other Committee calculated pursuant to the foregoing shall be rounded down to the nearest whole person, but in no event be less than one member and (2) if (x) Xxxxxxx Emerson Transfers in any transaction or series of related transactions five percent (5%) or more of the Company Common Stock outstanding at such time (other than to an Xxxxxxx Emerson Affiliate) or (y) at any time, none of the Xxxxxxx Emerson Directors is an officer or employee of any member of the Xxxxxxx Emerson Group, then this Section 3.3(d) shall be of no further force and effect.

Other Committee Composition. Until the Third Trigger Date, (i) the Company shall take all action to cause the number of Xxxxxxx Directors on all committees and subcommittees of the Company Board other than the Audit Committee, M&A Committee and any RPT Committee (such committees and subcommittees, the “Other Committees”) at any time (including if the size of such Other Committee is TABLE OF CONTENTS increased or decreased, to the extent permitted hereunder) to be equal to the Xxxxxxx Ownership Percentage (expressed as a fraction) multiplied by the total authorized number of members of such Other Committee at such time (including as constituted immediately following any increase of such committee or subcommittee to comply with this Section 3.3 to the extent permitted hereunder), rounded up to the nearest whole person, (ii) Xxxxxxx shall have the right to designate which Xxxxxxx Director(s) will serve on each Other Committee and (iii) Xxxxxxx shall have the right to designate the chair of each Other Committee; provided that (A) until the Second Trigger Date, in no event shall the number of Xxxxxxx Directors on any Other Committee be less than a majority of the members of such Other Committee, and (B) following the Second Trigger Date, (1) the number of Xxxxxxx Directors on each Other Committee calculated pursuant to the foregoing shall be rounded down to the nearest whole person, but in no event be less than one member and (2) if (x) Xxxxxxx Transfers in any transaction or series of related transactions five percent (5%) or more of the Company Common Stock outstanding at such time (other than to an Xxxxxxx Affiliate) or (y) at any time, none of the Xxxxxxx Directors is an officer or employee of any member of the Xxxxxxx Group, then this Section 3.3(d) shall be of no further force and effect.