Common use of Committees of Directors Clause in Contracts

Committees of Directors. The Board of Directors may designate one or more committees, each committee shall consist of one or more directors. 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of 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 approving or adopting, or recommending to the Class A stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

Committees of Directors. The Board (a) shall designate an Override Unit Committee, which shall be comprised of (x) for as long as each of GSCP and Kxxxx, as the case may be, has the right to designate at least one Director pursuant to Section 4.1(b), one GSCP Director and one Kxxxx Director and (y) thereafter, such number of persons as may be designated by the Board and (b) may, by resolution passed by a majority of Directors may (which majority must include at least one GSCP Director and at least one Kxxxx Director), designate one or more additional committees. Such resolution shall specify the duties, quorum requirements and qualifications of the members of such additional committees, each such committee shall to consist of such number of Directors as the Board may fix from time to time. Notwithstanding anything to the contrary in this Section 4.5, each committee designated hereunder shall, for so long as GSCP continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, include at least one or more directorsGSCP Director and, for so long as Kxxxx continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, include at least one Kxxxx Director. 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. If In the absence or disqualification of a member of a committee shall be absent from any meeting, or disqualified from voting thereatcommittee, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, 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 DirectorsBoard, 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 approving or adopting, or recommending to the Class A stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation LawCompany. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of DirectorsBoard. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

Committees of Directors. Section 12. The Board board of Directors may directors may, by resolution passed by a majority of the whole board, designate one or more committees, each such committee shall to consist of one or more directorsnot less than the minimum number of directors required for committees of the board of directors under the MGCL. 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directorsdirectors, and to the maximum extent permitted under the MGCL, shall have and may exercise all the powers and authority of the Board board of Directors 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 approving amending the charter, adopting an agreement of merger or adoptingconsolidation, or recommending to the Class A stockholdersstockholders 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 any action other matter requiring the approval of the stockholders of the Corporation, or matter expressly required by amending the Delaware General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw bylaws of the Corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to authorize or declare a dividend, to authorize the issuance of stock (except that, if the board of directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number or the maximum aggregate offering price of shares to be issued, or both, a committee of the board of directors may, in accordance with that general authorization or any stock option or other plan or program adopted by the board of directors: authorize or fix the terms of stock subject to classification or reclassification, including the designations and any of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such shares; within the limits established by the board of directors, fix the number of any such class or series of stock or authorize the increase or decrease in the number of shares of any series or class; and otherwise establish the terms on which any stock may be issued, including the price and consideration for such stock), or to adopt a certificate approve any merger or share exchange, regardless of ownership and whether the merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their membersshare exchange requires stockholder approval.

Committees of Directors. (a) The Board, by unanimous resolution of all Directors present and voting at a duly constituted meeting of the Board of Directors or by unanimous written consent, may designate one or more committees, each committee shall to consist of one (1) or more directors. 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 committeeDirectors. If a member In the event of the disqualification, resignation or removal of a committee shall be absent from any meeting, or disqualified from voting thereatmember, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, Board may appoint another member of the Board of Directors to act at the meeting in the place of fill such absent or disqualified membervacancy. Any such committee, to the extent provided in the resolution of the Board of DirectorsBoard’s resolution, shall have and may exercise all the powers and authority of the Board of Directors in the management of the Company’s business and affairs of subject to any limitations contained herein or in 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 approving or adopting, or recommending to the Class A stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation LawAct. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of DirectorsBoard. Each committee shall keep (or include as a part of the Board’s minutes) regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise (b) In addition to any other committees established by the Board pursuant to Section 6.6(a), the Board may, as necessary, convene a “Conflicts Committee,” which shall be composed of at least two Directors, each of whom shall meet the requirements set forth in the PAGP Partnership Agreement. The Conflicts Committee shall be responsible for (A) approving or disapproving, as the case may be, any matters regarding the business and affairs of the Company, PAGP or AAP submitted to such Conflicts Committee by the Board and (B) performing such other functions as the Board may assign from time to time or as may be specified in a specific delegation to the Conflicts Committee. (c) In addition to any other committees established by the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating pursuant to meetings, action without meetings, notice (and waiver thereofSection 6.6(a), and quorum and voting requirements of the Board shall maintain an “Audit Committee,” which shall be composed of at least three Independent Directors applyat all times, subject to Section 6.1(a)(i). The Audit Committee shall be responsible for such matters as well, the Board may assign from time to such committees and their members.time or as may be specified in a written charter for the Audit Committee adopted by the Board. 6.7

Committees of Directors. The Board of Directors may designate one or more committees, each such committee shall to consist of one or more directorsof the directors of the corporation. The 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. If In the absence or disqualification of a member of a committee shall be absent from any meeting, or disqualified from voting thereatcommittee, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may, by unanimous vote, 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 permitted by law and 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 Corporationcorporation, 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 approving amending the Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the Class A stockholdersstockholders the sale, any action lease or matter expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval exchange of all or adopting, amending or repealing any bylaw substantially all of the Corporationcorporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and and, unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, dividend or to authorize the issuance of stock. Unless the Board of Directors otherwise provides, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such each committee or committees shall have such name or names as may be determined from time to time by resolution adopted designated by the Board of DirectorsDirectors may make, alter and repeal rules for the conduct of its business. Each In the absence of such rules each committee shall keep regular minutes of conduct its meetings and report business in the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of manner as the Board of Directors apply, as well, conducts its business pursuant to such committees and their membersArticle II of these bylaws.

Committees of Directors. The Board of Directors may designate one or more committees, each committee shall to consist of one or more directors. 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of 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 approving or adopting, or recommending to the Class A stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law DGCL to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these Bylaws bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation LawDGCL. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law DGCL and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Committees of Directors. The Board board of Directors may directors may, by resolution adopted by vote of a majority of the entire board of directors, designate one or more committees, each committee shall to consist of one or more directorsof 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. If a In the absence or disqualification of any member or alternate member of a committee shall be absent from any meeting, or disqualified from voting thereatcommittee, the remaining 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, by unanimous vote, 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 or alternate member. Any such committee, to the extent provided in the resolution of the Board board of Directorsdirectors, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the property, business and affairs of the Corporationcorporation, 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 of the board of directors in reference to approving amending the certificate of incorporation, adopting any agreement of merger or adoptingconsolidation, or recommending to the Class A stockholdersstockholders the sale, any action lease or matter expressly required by exchange of all or substantially all of the Delaware General Corporation Law corporation's property and assets, recommending to be submitted to such the stockholders for approval a dissolution of the corporation or adoptinga revocation of a dissolution, amending or repealing any bylaw the by-laws of the Corporation; and unless the resolution designating the committeecorporation, these Bylaws declaring a dividend or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize authorizing the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each such committee shall keep regular minutes of its meetings proceedings and report the same to the Board board of Directors, directors when required. Unless otherwise specified in A majority vote of all the Board resolution appointing members of any such committee may fix its rules or procedure, determine its actions and fix the Committee, all provisions time and place within or without the State of Delaware for its meetings and specify the Delaware General Corporation Law and these Bylaws relating number of members required to meetings, action without meetings, notice (and waiver thereof), and constitute a quorum and voting requirements what notice thereof, if any, shall be given, unless the board of directors shall otherwise provide. The board of directors may at any time fill vacancies in, change the Board membership of Directors apply, as well, to or discharge any such committees and their memberscommittee.

Committees of Directors. The Board of Directors may may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee shall to consist of one or more directorsof 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. If In the absence or disqualification of a member of a committee shall be absent from any meeting, or disqualified from voting thereatcommittee, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may, by unanimous vote, 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 Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers which may require it; but the acts of any such committee shall be subject to the provisions of Section 8 of this Article, and no such committee shall have the power or authority in reference to approving amending the Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the Class A stockholdersstockholders the sale, any action lease or matter expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval exchange of all or adopting, amending or repealing any bylaw substantially all of the Corporationcorporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and and, unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, dividend or to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

Committees of Directors. The Board board of Directors directors may designate one (1) or more committees, each committee shall consist consisting of one (1) or more directors, to serve at the pleasure of the board. The Board board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If In the absence or disqualification of a member of a committee shall be committee, and in the absence of a designation by the board of directors of an alternate member to replace the absent from any meeting, or disqualified from voting thereatmember, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, may unanimously appoint another member of the Board board of Directors directors to act at the meeting in the place of such any absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directorsestablishing such committee, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers which may require it; but provided, however, that no such committee shall have the power or authority in reference to approving or adopting(i) amend the Certificate of Incorporation (except that a committee may, or recommending to the Class A stockholders, any action extent authorized in the resolution or matter expressly required resolutions providing for the issuance of shares of stock adopted by the Delaware board of directors as provided in Section 151(a) of the General Corporation Law to be submitted to such stockholders for approval or adoptingof Delaware, amending or repealing fix any bylaw of the Corporationpreferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the Bylaws of the corporation; and and, unless the board resolution designating establishing the committee, these the Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board Law of DirectorsDelaware. Each committee shall keep regular minutes of its meetings and report the same to the Board board of Directors, directors when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

Committees of Directors. The Board (a) shall designate an Override Unit Committee, which may act by a majority vote of the members of such committee, and shall be comprised of (x) for so long as any of GSCP, Xxxxx and VAC has the right to designate Directors pursuant to Section 4.1(b), one GSCP Director, one Xxxxx Director and one VAC Director, as applicable, and (y) thereafter, such number of persons and persons as may be designated by the Board, and (b) may, by resolution passed by the Board, designate one or more additional committees, each of which may act by a majority vote of the members of such committee. Such resolution shall specify the duties, quorum requirements and qualifications of the members of such additional committees, each such committee shall to consist of one or more directorsGSCP Director, one Xxxxx Director and one VAC Director so long as GSCP, Xxxxx and VAC, as the case may be, continue to hold the Requisite Original Amount. 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; provided, however, that if such absent or disqualified member is a GSCP Director, Xxxxx Director or VAC Director, such member may only be replaced with an alternate member that is a GSCP Director, Xxxxx Director or VAC Director, as the case may be. If In the absence or disqualification of a member of a committee shall be absent from any meeting, or disqualified from voting thereatcommittee, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, 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; provided, however, that if such absent or disqualified member is a GSCP Director, Xxxxx Director or VAC Director, such member may only be replaced with another member that is a GSCP Director, Xxxxx Director or VAC Director, as the case may be. Any such committee, to the extent provided in the resolution of the Board of DirectorsBoard, 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 approving or adopting, or recommending to the Class A stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation LawCompany. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of DirectorsBoard. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, The Parthenon Director shall receive notice of all provisions meetings of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements any committee of the Board (which notice shall contain all materials then available which are to be reviewed by the members of Directors apply, as well, such committee (with any additional material to such committees be promptly distributed)) and their membersshall have the right to attend any meetings of any committee of the Board but shall not have the right to vote at any meeting of any committee of the Board.

Committees of Directors. The Board board of Directors may directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee shall to consist of one or more directorsof the directors of the corporation. 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board board of Directorsdirectors or in these bylaws, shall have and may exercise all the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to approving or adopting(i) amend the certificate of incorporation (except that a committee may, or recommending to the Class A stockholders, any action extent authorized in the resolution or matter expressly required resolutions providing for the issuance of shares of stock adopted by the Delaware board of directors as provided in Section 151(a) of the General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw of the CorporationState of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of the State of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend these bylaws; and and, unless the board resolution designating establishing the committee, these Bylaws bylaws or the Certificate certificate of Incorporation incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board State of Directors apply, as well, to such committees and their membersDelaware.

Committees of Directors. The Board board of Directors may directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each committee shall consist consisting of one or more directors, to serve at the pleasure of the board. 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. If a member The appointment of members or alternate members of a committee shall be absent from any meeting, or disqualified from voting thereat, requires the remaining member or members present and not disqualified from voting, whether or not such member or members constitute vote of a quorum, may, by unanimous vote, appoint another member majority of the Board authorized number of Directors to act at the meeting in the place of such absent or disqualified memberdirectors. Any such committee, to the extent provided in the resolution of the Board of Directorsboard, 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 Corporationboard, 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 approving or adopting(i) amend the certificate of incorporation (except that a committee may, or recommending to the Class A stockholders, any action extent authorized in the resolution or matter expressly required resolutions providing for the issuance of shares of stock adopted by the Delaware board of directors as provided in Section 151(a) of the General Corporation Law to be submitted to such stockholders for approval or adoptingof Delaware, amending or repealing fix the designations and any bylaw of the Corporationpreferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware (relating to mergers and consolidations of domestic and foreign corporations), (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution or (v) amend the bylaws of the corporation; and and, unless the board resolution designating establishing the committee, these Bylaws the bylaws or the Certificate certificate of Incorporation incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws of Delaware (relating to meetings, action without meetings, notice (mergers of parent and waiver thereofsubsidiary corporations), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

Committees of Directors. The Board of Directors may designate one or more committees, each committee shall to consist of one or more directors. The 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of 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 approving or adopting, or recommending to the Class A stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw By-Law of the Corporation; and unless the resolution designating the committee, these Bylaws By-Laws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 (or any successor section) of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board of Directors’ resolution appointing the Committeecommittee, all provisions of the Delaware General Corporation Law and these Bylaws By-Laws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members. Unless otherwise provided in the Certificate of Incorporation, these By-Laws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Committees of Directors. The Board of Directors may designate one or more committees, each committee shall to consist of one or more directors. 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of 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 approving or adopting, or recommending to the Class A stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; , and unless the resolution designating the committee, these Bylaws bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.report

Committees of Directors. The Board of Directors may designate one or more committees, each committee shall to consist of one or more directorsof 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. If In the absence or disqualification of a member of a committee shall be absent from any meeting, or disqualified from voting thereatcommittee, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, 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. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Any such committee, to the extent provided in the resolution of the Board of Directorsor in these bylaws, 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 that may require it; but no such committee shall have the power or authority in reference to approving (i) approve or adoptingadopt, or recommending recommend to the Class A stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law DGCL to be submitted to such stockholders for approval approval, or adopting(ii) adopt, amending amend or repealing repeal any bylaw of the Corporation; and unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

Committees of Directors. The Board board of Directors may directors may, by ---------- ----------------------- resolution passed by a majority of the whole board, designate one or more committees, each committee shall to consist of one or more of the directors of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. 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. If In the absence or disqualification of a member of a committee shall be absent from any meeting, or disqualified from voting thereatcommittee, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may, by unanimous vote, 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 such committee, to the extent provided in the resolution of the Board board of Directorsdirectors, shall have and may exercise all of the powers and authority of the Board board of Directors directors in the management of the business and affairs of the Corporationcorporation, and may authorize the seal of the Corporation corporation to be affixed to all papers which may require itthe seal; but no such committee shall have the power or authority in reference to approving amending the Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the Class A stockholdersstockholders the sale, any action lease or matter expressly required by the Delaware General Corporation Law to be submitted to such stockholders for approval exchange of all or adopting, amending or repealing any bylaw substantially all of the Corporationcorporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and and, unless the resolution designating the committee, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, dividend or to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same shall furnish them to the Board board of Directors, directors when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.