Common use of Committees of the Board Clause in Contracts

Committees of the Board. The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committees. 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 such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and may exercise all the powers and authority of the Board 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 that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3.

Committees of the Board. The Board may, by resolution, designate from among the Directors one or more committeescommittees (including an Audit Committee, a Risk and Underwriting Committee and a Compensation Committee), each committee to consist of which shall be comprised of one or more Directors, and may designate one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committees. The Board may designate one or more Directors as alternate members of any committee, who may may, subject to any limitations imposed by the Board, replace any absent or disqualified member Directors at any meeting of such that committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such committee or the charter for such committeeresolution, shall have and may exercise all of the powers and authority of the Board other than the right to approve any matters on behalf of the Partnership or the full Board, subject to the limitations set forth in the Delaware LP Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by a Majority of the Board. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Units. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware LP Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of any management of powers over the business and affairs of the Corporation and may authorize Partnership pursuant to the seal provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Corporation Partnership nor shall it cause such committee of the Board or any member thereof to be affixed a general partner of the Partnership or to all papers have or be subject to any liabilities of a general partner of the Partnership that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3applicable.

Committees of the Board. The Board may, by resolution, may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committeesDirectors. 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 such 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 the any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may, by a unanimous vote, may unanimously appoint another member of the Board Director to act at the meeting in the place of any such absent or disqualified member. Any A majority of the members of any committee of the Board shall be present in person at any meeting of the committee in order to constitute a quorum for the transaction of business at such committee, to the extent permitted by applicable lawmeeting, and the act of a majority of the members present at any such meeting at which a quorum is present shall be the act of the committee. In the absence of a quorum for any such meeting, a majority of the members present thereat may adjourn such meeting from time to time until a quorum shall be present. Any committee of the Board, to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation Corporation, and may authorize the seal of the Corporation to be affixed to all papers that which may require it it; provided, however, that no such committee shall have such power or authority in reference to the extent following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing these By-laws. In addition, each committee of the Board so authorized appointed may appoint a sub-committee of the Board in furtherance of the duties delegated to it by the Board. The Board may remove any Director from any Each committee at any time, with or without cause. Unless of the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless proceedings and report the same to the Board provides otherwise, each committee designated when so requested by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3Board.

Committees of the Board. (a) The Board may, by resolution, may from time to time designate one or more committees, each committee to consist of one or more committees of the Directors Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Corporation. The Board mayand shall, by resolutionfor those committees and any others provided for herein, adopt charters for one elect a director or more of such committees. The Board may designate one directors to serve as the member or more Directors members, designating, if it desires, other directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such the committee. If a In the absence or disqualification of any member of a any committee shall be absent from and any meeting, alternate member in his or disqualified from voting thereather place, the remaining member or members of the committee present at the meeting and not disqualified from voting, whether or not such member he or members she or they constitute a quorum, may, may by a unanimous vote, vote appoint another member of the Board to act at the meeting in the place of any such the absent or disqualified member. Any The Board shall have power at any time to fill vacancies in, or to change the membership of, or to dissolve, any such committee, . Nothing herein shall be deemed to prevent the extent permitted by applicable law, and to the extent provided Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not directors of the Board designating Company; provided, however, that no such committee or the charter for such committee, shall have and or may exercise all the powers and any authority of the Board. (b) Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. A majority of any committee may fix the time and place of its meetings, unless the Board in the management shall otherwise provide. Adequate provision shall be made for notice of such meetings to be given to members of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. committees. (c) Unless the Board provides otherwiseotherwise provides, at all meetings each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committeecommittee to the contrary, a majority of the then entire authorized number of members of the such committee shall constitute a quorum for the transaction of business, and unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum. The vote of a majority of the members of the committee present at any a meeting at which there is the time of such vote if a quorum is then present shall be the act of the such committee. Each Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, which such writing or electronic transmission shall keep regular be filed with the minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence proceedings of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3committee.

Committees of the Board. The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committees. 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 such committee. If a member of a committee shall be absent from entitled to delegate any meeting, or disqualified from voting thereat, of their powers which may be so delegated under the remaining member or Business Corporation Law to committees comprised solely of members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board ("Representatives"), provided however, that: (a) the Founders Group shall be entitled at any time and from time to act at the meeting time to appoint one person as a Representative and to remove any such Representative from office and to appoint any other person or persons in the place of any such absent Representative so removed or disqualified memberdying or otherwise vacating office; (b) the AJG Group shall be entitled at any time and from time to time to appoint one person as a Representative and to remove any such Representative from office and to appoint any other person or persons in place of any such Representative so removed or dying or otherwise vacating office; (c) meetings of any committee of Directors shall be held as and when the committee thinks fit. Any Representative shall be entitled to call a committee meeting, which shall, unless otherwise agreed by all the members of the committee (or where relevant their duly appointed alternate), be called on not less than 5 Business Days prior written notice to all Representatives. The notice shall specify the nature of the business to be transacted at such committeecommittee meeting and no other business shall be transacted thereat without the prior agreement of all Representatives; and (d) the quorum for the transaction of the business of the Board, to or a committee of the extent permitted Directors, shall, unless otherwise provided by applicable law, and to the extent provided in By-Laws of the Company or the resolution of the Board designating such committee or the charter for creating any such committee, shall have and may exercise all the powers and authority of the Board 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 that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority three-fourths of the members of the Board or such committee, as the case may be, and a vote of three-fourths of the whole Board or committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures necessary for the conduct approval of its business. In all matters to be voted on thereby (provided, however, that immediately prior to the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3.first Qualified Public Offering the

Committees of the Board. (i) The Management Board may, by resolution, may designate one or more an executive committee and other committees, each committee to consist consisting of one or more members of the Directors Management Board or other individuals appointed by the Management Board. Each committee (including the members thereof) shall serve at the pleasure of the CorporationManagement Board. Each committee shall keep minutes of its meetings and report the same to such Board. Except as may be required by applicable securities laws or any exchange on which the securities of any of the Company’s Subsidiaries are listed, the Executive Chairman shall be a member of each committee. The Board may, by resolution, adopt charters for one or more of such committees. The Management Board may designate one or more Directors members of the Management Board or other individuals appointed by the Management Board as alternate members of any committee, who may replace any absent or disqualified member or members at any meeting of such the committee. If In addition, in the absence or disqualification of a member of a committee shall be absent from any meetingcommittee, or disqualified from voting thereatif no alternate member has been designated by the Management Board, the remaining member or members present at the any meeting and not disqualified from voting, whether or not such member or members they constitute a quorum, may, by a unanimous vote, may unanimously appoint another member of the Management Board to act at the meeting in the place of any such the absent or disqualified member. Any such committee, to the extent permitted Except as limited by applicable law, and each committee, to the extent provided in the resolution of the Management Board designating such committee or the charter for such committeeestablishing it, shall have and may exercise all the powers and authority of the Management Board in the management of the business and affairs of the Corporation and may authorize Company; provided that no Committee shall have the seal authority to take any action constituting a Major Decision or an action of the Corporation to be affixed to Management Board under Section 3.8(k). (ii) Two-thirds (2/3) of all papers that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized voting members of the a committee shall constitute a quorum for the transaction of business, and the vote of a majority of all the voting members of the a committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, other respects each committee shall conduct its business in the same manner as the Management Board conducts its business pursuant to Article 3this Section 3.1. Each committee shall adopt whatever other rules of procedure it determines for the conduct of its activities.

Committees of the Board. The Board may, by resolution, designate one or more committeescommittees of the Board, including, without limitation, an audit committee, a compensation committee, an investment committee and an executive committee, and each such committee to shall consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters (a) an overall governance policy, which may include a delegation of authority from the Board to any such committee and/or any officer of the Corporation, and/or (b) a charter for one or more of any such committeescommittee. The Board may designate one or more Directors as alternate members of any committeecommittee of the Board, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee of the Board shall be absent from any meetingmeeting of such committee, or disqualified from voting thereat, the remaining member or members present at the such meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the such meeting in the place of any such absent or disqualified member. Any such committeecommittee of the Board, to the extent permitted by applicable law, and to the extent provided in the by resolution of the Board designating such committee or committee, in an overall governance policy and/or the charter for such committee, shall have and may exercise all the powers and authority of the Board 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 that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee of the Board at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committeea committee of the Board, a majority of the then authorized members of the such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the such committee present at any meeting of such committee at which there is a quorum shall be the act of the such committee. Each committee of the Board shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee of the Board designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee of the Board shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3ARTICLE III.

Committees of the Board. The Board may(a) Subject to Section 4.5, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committees. The Board may designate one or more Directors as alternate members committees of any committeethe Board, who may replace any absent or disqualified member at any meeting of such including an audit committee and a compensation committee. If a member of a Subject to Section 4.5, any committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committeeBoard, to the extent permitted by applicable law, Law and to the extent provided in the resolution resolutions of the Board designating such committee or the charter for establishing such committee, shall have and may exercise all of the powers and authority of the Board 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 that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committeeCompany. Each committee shall keep regular minutes and report to the Board promptly after the taking of any material action. Each of the Initial Members entitled to appoint a Manager hereunder shall be entitled to appoint at least one Manager appointed by such Initial Member to sit on each committee of the Board; provided, that for so long as the Initial Members are entitled to appoint an equal number of Managers hereunder, any such committee shall consist of an equal number of AT&T Managers and Investor Managers except as set forth in Section 4.6(d). Notwithstanding anything to the contrary set forth herein, the Members and the Company shall take all necessary action to ensure that, following a Qualified IPO, the composition of any committees of the Board comply with the applicable listing rules of the exchange on which the applicable Equity Securities (in accordance with this Agreement) are traded and other applicable Law. (b) A majority of the members of any committee may determine its action (consistent with the procedures set forth in Section 4.3(f) with respect to the voting of the Managers) and fix the time and place of its meetings. Unless , unless the Board provides otherwiseshall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 4.3(b). (c) Each Manager who is not an employee of the Company or its Subsidiaries shall be entitled to receive all information (including without limitation, each committee designated minutes, committee books and reports) that is made available to any member of a committee in such Person’s capacity as such. (d) Notwithstanding the foregoing and anything to the contrary set forth herein, prior to a Company Sale or Qualified IPO, for so long as either the Senior Preferred Unreturned Contribution or Senior Preferred Unpaid Yield exceeds zero, the Board shall designate a committee of the Board (the “Debt Committee”) of which Investor Managers shall constitute a majority (provided that such committee shall also include an AT&T Manager for so long as AT&T Member is entitled to appoint a Manager hereunder) and such committee shall have the authority to determine, without regard to Section 4.5, the incurrence of incremental third party debt, subject to the terms of the Debt Documents. (e) The decisions by the committee with respect to the matters specified in Section 4.6(d) shall not be subject to any override by the full Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant not be subject to Article 3Section 4.5.

Committees of the Board. The Board may, by resolutionresolution passed by a vote of the entire Board, designate one or more committees, each committee to consist of one two or more Representatives of the Directors IX, L.L.C. and each to consist of the Corporation. The Board maya majority of Representatives designated by IX, Inc.; provided, however, that any such committee must consist of at least one Representative designated by resolution, adopt charters for one or more of such committeesIX Holding. The Board may designate one or more Directors Representatives as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such committee or the charter for such committeepassed as aforesaid, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation IX, L.L.C., and may authorize the seal of the Corporation IX, L.L.C. to be affixed to impressed on all papers that may require it it, to the extent so authorized permitted by the Act, the Certificate and this Agreement; provided, however, that the authority and power relating to the actions set forth in Section 5.5(b) shall remain exclusively with the Board. The Board may remove any Director from , and shall not be delegated to any committee at any time, with or without causethereof. Unless the Board provides otherwise, at At all meetings of any such committee, a majority of the then authorized total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwiseotherwise provides, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business, other than on rules set forth in this Section 5.7. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 35 of this Agreement.