Common use of Audit Committee of the Board Clause in Contracts

Audit Committee of the Board. (a) As of the Completion of the IPO and until such time as otherwise provided for in this Agreement, the Board of Directors shall have established an audit committee that shall consist of three or more Independent Directors, with the size of the audit committee established by the Board of Directors. At any time prior to the Non-Control Date during which a NAB Independent Director serves on the Board of Directors, at least one member of the audit committee shall be a NAB Independent Director designated by NAB, so long as such NAB Independent Director also meets the standards for audit committee membership as set forth in the NYSE Manual. (b) The audit committee shall have responsibilities and authority consistent with Rule 10A-3 under the Exchange Act and Rule 303A.07 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (c) The audit committee shall have at all times at least one member who is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Audit Committee of the Board. (a) As of the Completion of the IPO and until such time as otherwise provided for in this Agreement, The Company undertakes that the Board of Directors shall have established shall, by Completion of the IPO, establish an audit committee that shall consist consists of three or more Independent Directors, with each of whom shall meet the size of the standards for audit committee established by membership as set forth in the Board of Directors. At any time prior to NYSE Manual and the Non-Control Date during which a NAB Independent Director serves on rules under the Board of DirectorsExchange Act. (b) The Company undertakes that, until the Second Threshold Date, at least one member of the audit committee shall be a NAB an OM plc Director that is an Independent Director, provided OM plc has designated an Independent Director designated by NAB, so long as to be an OM plc Director and that such NAB Independent OM plc Director also meets the standards for audit committee membership as set forth in the NYSE ManualManual and the rules under the Exchange Act. (bc) The audit committee shall have responsibilities and authority consistent with Rule 10A-3 under the Exchange Act and Rule 303A.07 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, authority as shall be delegated to it by the Board of Directors from time to time. (cd) The audit committee shall have at all times at least one member who is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.K under the Exchange Act.