Common use of Coordination Committee Clause in Contracts

Coordination Committee. On the Original Agreement Date, there shall be established a coordination committee (the “Committee”) consisting of (i) one representative designated by each Investor Group and (ii) Xxxxxx Xxxxxxxx, in his individual capacity and as representative of the Management Stockholders (together, the “Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Investor Group that designated him or her ceases to beneficially own in the aggregate a number of Shares that is equal to at least 10% of the Original Shares owned in the aggregate by the members of such Investor Group as set forth on Exhibit A to the Stockholders Agreement. The Committee shall include Xxxxxx Xxxxxxxx for so long as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5% or more of the outstanding Shares on a Fully Diluted Basis and, in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager (in addition to representatives from each of the Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.

Coordination Committee. On the Original Agreement Date, there (a) Coordination Committee members shall be established the most senior officer of each Owner or of an Owner’s operating utility, as applicable, or be a coordination committee natural Person who has been granted the same level of authority of such more senior officer for purposes of acting on its behalf. (b) In addition to any purposes, responsibilities and authority specified elsewhere herein, the “Committee”) consisting of Coordination Committee shall have as its purposes, responsibilities and authority, the following: (i) one representative designated by each Investor Group to act as the liaison between the Owners as to matters relating to the Project, the Plant or other Plant Property and to supervise and coordinate the functions of the other Committees; (ii) Xxxxxx Xxxxxxxx, in his individual capacity and as representative to be the definitive policy-making body of the Management Stockholders (togetherOwners in all matters relating to the Project, the “Plant or other Plant Property which are not by Big Stone II Power Plant June 30, 2005 this Agreement or by action of the Coordination Committee Members”). Each Investor Group shall be permitted delegated to another Committee; (iii) to take responsibility, or delegate such responsibility to another Committee including the responsibility for taking, all action necessary or deemed advisable in connection with the Project or the ownership, operation, maintenance or repair of the Plant or other Plant Property which has not been provided for in this Agreement or other contract heretofore or hereafter made by the Owners; (iv) to take action on all matters which are referred to it by the E&O Committee or another Committee; and (v) to remove and replace the Operator and appoint another as Operator if it finds that the then serving Operator has materially failed to perform the services required of it. (c) To the extent necessary, Coordination Committee Member designated by it from time members shall execute all documents required to time; provided that effectuate a particular duly authorized and approved act of the Coordination Committee, regardless of whether a particular Coordination Committee Member shall be automatically removed member acted to approve such act. (d) In the event of conflict between the actions or decisions of the Coordination Committee and not replaced) at such time any other Committee, then the act or decision, as the Investor Group that designated him or her ceases to beneficially own case may be, of the Coordination Committee shall govern in the aggregate a number all respects. (e) The approval of Shares that is equal to at least 10% a Double Majority shall constitute an act of the Original Shares owned in the aggregate by the members of such Investor Group as set forth on Exhibit A to the Stockholders Agreement. The Committee shall include Xxxxxx Xxxxxxxx for so long as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5% or more of the outstanding Shares on a Fully Diluted Basis and, in the event Xxxxxx Xxxxxxxx no longer serves on the Coordination Committee, the Committee shall include a Senior Manager (in addition to representatives from each of the Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I..

Coordination Committee. On (a) Concurrently with the Original Agreement Datecompletion of an IPO, there shall be established a coordination committee (the “Committee”"COMMITTEE") consisting of (i) one representative designated by representatives from each Investor Group and (ii) Xxxxxx Xxxxxxxx, in his individual capacity and as representative of the Management Stockholders Investor Groups (together, considered together with their respective Affiliates) (the “Committee Members”"COMMITTEE MEMBERS"). Each Investor Group shall be permitted to designate one representative to participate on the Committee, and shall be permitted to remove and replace the Committee Member designated by it such designee from time to time; provided PROVIDED that a Committee Member total of 100 votes shall be allocated among such designees PRO RATA in accordance with each Investor Group's relative ownership of Sponsor Shares (including for such purpose Share Equivalents) immediately following the IPO; PROVIDED that such designees shall be automatically removed (and not replaced) at such time as the Investor Group that designated him or her ceases to beneficially own in the aggregate a number of Shares that is equal to at least 10% of the Original Shares owned in the aggregate by the members of such Investor Group as set forth on Exhibit A ceases to the Stockholders Agreement. The Committee shall include Xxxxxx Xxxxxxxx for so long as Xxxxxx Xxxxxxxx and employees of the own any Company beneficially own 5% Securities or more of the outstanding Shares on otherwise becomes a Fully Diluted Basis and, in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager (in addition to representatives from each of the Non-Qualifying Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee MembersGroup. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ ' prior notice that the Committee may meet without such Committee Member. The Committee shall meet reasonably promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, Stockholders requesting Committee approval under Section 2.1(b) to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall in any event respond to such written request with a grant or denial of approval within five three Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof; PROVIDED that if the Committee does not so respond prior to the expiration of such three Business Day period, it shall conclusively be deemed to have consented to the requested Transfer. The Committee shall act consider in good faith any and all requests for its own discretion, approval with a view toward facilitating the ability of each Stockholder to dispose of its Shares in an orderly manner that does not unduly disrupt the then prevailing market conditions relating to the Shares and shall not unreasonably withhold or deny its approval. Except as otherwise expressly provided in this Agreement, any actions taken by the Committee must have no obligation to approve or facilitate dispositions or Transfersreceived a majority of the votes of the Committee Members present. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s its service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will use reasonable efforts to cooperate with the Company with respect to, and will keep the Company promptly well informed of, any actions taken by the Committee under Section 2 hereof. (b) No Stockholder shall Transfer any Shares during the Committee Phase other than Transfers: (i) (x) to Permitted Transferees, (y) pursuant to such Stockholders' Tag-Along Right or (z) in connection with the exercise of a Drag-Along Right; (ii) pursuant to a Demand Registration or a Piggyback Registration (other than a Piggyback Registration in connection with a Shelf Registration that is not an Underwritten Shelf Takedown); (iii) at any time in which the Shelf Registration is in effect, pursuant to an Underwritten Shelf Takedown (including participating therein pursuant to Section 3.4); (iv) pursuant to sales or distributions pursuant to Rule 144 so long as the aggregate number of Shares Transferred pursuant to this Article I.clause (iv) in any 12-month period by all members of the transferor's Investor Group (or by the Stockholder, if not a member of an Investor Group) does not exceed the Annual Threshold; (v) pursuant to Fund Distributions so long as the aggregate number of Shares Transferred pursuant to this clause (v) in any 12-month period by all members of the transferor's Investor Group does not exceed the Annual Threshold; or (vi) approved by the Committee (by action of members representing a majority of the votes of all Committee Members). For the avoidance of doubt, during the Committee Phase all block sales must be approved by the Committee, other than block sales by all Stockholders of a particular Investor Group not exceeding in any 12-month period 0.5% of the outstanding shares of Common Stock.

Coordination Committee. On the Original Agreement Date, there shall be established The PITV Investor Groups have formed a coordination committee (the “Coordination Committee”) consisting and will maintain such committee for so long as this Agreement remains in effect. Each current or former PITV Investor Group, until the earlier of (i) one representative designated by each such time as such PITV Investor Group has voluntarily Transferred more than ninety-five percent (95%), and (ii) Xxxxxx Xxxxxxxxthree years following such time as such PITV Investor Group has voluntarily Transferred more than eighty-five percent (85%), in his individual capacity each of (i) and as representative (ii), in the aggregate, of the Management Stockholders (together, the “Committee Members”). Each Shares held by such PITV Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes), and shall be permitted to designate one (1) representative to participate on the Coordination Committee, and shall be permitted to remove and replace the Committee Member designated by it such designee from time to time; provided that a Committee Member such PITV Investor Group’s designee shall be automatically removed (and not replaced) at such time as the such PITV Investor Group that designated him or her ceases to beneficially own in the aggregate a number of Shares that is equal to at least 10% of the Original Shares owned in the aggregate by the members of such Investor Group as set forth on Exhibit A to the Stockholders Agreement. The Committee shall include Xxxxxx Xxxxxxxx for so long as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5% or has voluntarily Transferred more of the outstanding Shares on a Fully Diluted Basis andthan ninety-eight percent (98%), in the event Xxxxxx Xxxxxxxx no longer serves aggregate, of the Shares held by such PITV Investor Group on the CommitteeCalculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Committee shall include a Senior Manager (Reclassification) and other similar capitalization changes). In any event, and not in addition to representatives from each limitation of the Investor Groups). A total of 100 votes foregoing, Televisa shall be allocated among permitted to designate one (1) representative to participate on the Coordination Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each until there is a Televisa Sell Down. The initial members of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject Coordination Committee are set forth in Exhibit B. Except to the notice requirements of the following sentenceextent specified in this Section 3.6, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled members of the Coordination Committee shall determine, from time to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreementtime, the procedures which govern the conduct of the Coordination Committee; provided that such procedures shall not Discriminate against any particular designee or designees. Actions of the Coordination Committee shall act by require the affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all members of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Coordination Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I..

Coordination Committee. On the Original Agreement DateUnivar NV, there CD&R Investor and Temasek Investor shall be established form a coordination committee (the “Coordination Committee”) consisting responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of (i) three members, which will initially be one representative designated by each of Univar NV, CD&R Investor Group and (ii) Xxxxxx XxxxxxxxTemasek Investor, in his individual capacity and as representative provided that Temasek Investor shall no longer have the right to designate a member of the Management Stockholders (together, the “Coordination Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Temasek Investor Group that designated him or her ceases to beneficially and its Permitted Transferees collectively own in the aggregate a number of Shares that is equal to at least 10% less than 10%2 of the Original Shares owned outstanding Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Xxxxxxx Xxxxx Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in the aggregate this Section 5.01 by the members of such Investor Group any Stockholder or its Affiliates except as set forth on Exhibit A to in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the Stockholders Agreementapproval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 7.5%3 of the outstanding Shares. The Notwithstanding the foregoing, the Coordination Committee shall include Xxxxxx Xxxxxxxx for so long be dissolved and shall have no further authority with respect to Transfers at such time as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5at least 65% or more of the outstanding Shares on are publicly traded. So long as a Fully Diluted Basis and, in Stockholder maintains a representative appointed as a member of the event Xxxxxx Xxxxxxxx no longer serves on the Coordination Committee, the Committee shall include each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Senior Manager (in addition to representatives from each Stockholder representative appointed as a member of the Investor Groups). A total of 100 votes shall be allocated among the Coordination Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.at

Coordination Committee. On the Original Agreement DateUnivar NV, there CD&R Investor and Temasek Investor shall be established form a coordination committee (the “Coordination Committee”) consisting responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of (i) three members, which will initially be one representative designated by each of Univar NV, CD&R Investor Group and (ii) Xxxxxx XxxxxxxxTemasek Investor, in his individual capacity and as representative provided that Temasek Investor shall no longer have the right to designate a member of the Management Stockholders (together, the “Coordination Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Temasek Investor Group that designated him or her ceases to beneficially and its Permitted Transferees collectively own in the aggregate a number of Shares that is equal to at least 10% less than 10%(2) of the Original Shares owned outstanding Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Xxxxxxx Xxxxx Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in the aggregate this Section 5.01 by the members of such Investor Group any Stockholder or its Affiliates except as set forth on Exhibit A to in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the Stockholders Agreementapproval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 7.5%(3) of the outstanding Shares. The Notwithstanding the foregoing, the Coordination Committee shall include Xxxxxx Xxxxxxxx for so long be dissolved and shall have no further authority with respect to Transfers at such time as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5at least 65% or more of the outstanding Shares on are publicly traded. So long as a Fully Diluted Basis and, in Stockholder maintains a representative appointed as a member of the event Xxxxxx Xxxxxxxx no longer serves on the Coordination Committee, the Committee shall include each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Senior Manager (in addition to representatives from each Stockholder representative appointed as a member of the Investor Groups). A total of 100 votes shall be allocated among the Coordination Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.at

Coordination Committee. On the Original Agreement DateUnivar NV, there CD&R Investor and Temasek Investor shall be established form a coordination committee (the “Coordination Committee”) consisting responsible for facilitating coordination among the Stockholders with respect to all Transfer activities by the Stockholders. The Coordination Committee shall be comprised of (i) three members, which will initially be one representative designated by each of Univar NV, CD&R Investor Group and (ii) Xxxxxx XxxxxxxxTemasek Investor, in his individual capacity and as representative provided that Temasek Investor shall no longer have the right to designate a member of the Management Stockholders (together, the “Coordination Committee Members”). Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Temasek Investor Group that designated him or her ceases to beneficially and its Permitted Transferees collectively own in the aggregate a number of Shares that is equal to at least less than 10% of the Original Shares owned outstanding Shares. In the event that a Temasek Investor can no longer designate a member of the Coordination Committee, the third member of the Coordination Committee shall be agreed upon by Univar NV and CD&R Investor. Following the IPO, the Coordination Committee shall coordinate all Transfers, sales and other dispositions of Shares, including, without limitation, Rule 144 sales, distributions to limited partners, shelf takedowns and block trades, such that each of Univar NV, the CD&R Investor Parties, Temasek Investor, the Xxxxxxx Xxxxx Investors, the Mezzanine Investors and the Management Stockholder and their respective Permitted Transferees shall have the opportunity to participate on a pro rata basis. Any action of, or matter to be approved by, the Coordination Committee shall require the approval of a majority of its total membership and such approval shall be required for all Transfers described in the aggregate this Section 5.01 by the members of such Investor Group any Stockholder or its Affiliates except as set forth on Exhibit A to in Section 4.01 and provided that Transfers by Temasek Investor and its Permitted Transferees shall no longer require the Stockholders Agreementapproval of the Coordination Committee at such time as Temasek Investor and its Permitted Transferees collectively own less than 10% of the outstanding Shares. The Notwithstanding the foregoing, the Coordination Committee shall include Xxxxxx Xxxxxxxx for so long be dissolved and shall have no further authority with respect to Transfers at such time as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5at least 65% or more of the outstanding Shares on are publicly traded. So long as a Fully Diluted Basis andStockholder maintains a representative appointed as a member of the Coordination Committee, each such Stockholder hereby agrees to (1) promptly inform each other Stockholder with a Stockholder representative appointed as a member of the Coordination Committee at such time of any changes in such Stockholder’s beneficial ownership in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager Company and (in addition to representatives from each of the Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance 2) cooperate promptly with the relative ownership reasonable request of Shares, at the relevant time, of (i) any other Stockholder with respect to each any other information about such Stockholder or such Stockholder’s investment in the Company that is reasonably required for any Stockholder to make filings that it may be required to make under any applicable U.S. federal or state securities law (including Section 13 or Section 16 of the Investor Groups, all members Securities Exchange Act of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative1934, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority of the votes entitled to be cast by all Committee Members. The Committee shall not meet unless (i) all of the Committee Members are present in person or by telephone or (ii) Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given at least two Business Days’ prior notice that the Committee may meet without such Committee Member. The Committee shall meet promptly upon receipt of any bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with a grant or denial of approval within five Business Days (or 10 Business Days, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member by the Company in connection with the member’s service on the Committee, except for reimbursement for out-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.amended).

Coordination Committee. On the Original Agreement Date(a) Prior to an IPO, there shall be established a coordination committee (the “Committee”) consisting of (i) one representative designated by each then-Investor Group and (ii) Xxxxxx Xxxxxxxx, in his individual capacity and as representative of the Management Stockholders (together, the “Committee Members”). Except as permitted under Section 9.1(a) or for sales effected under a registration statement pursuant to the Registration Rights Agreement, no Member shall Transfer Units following an IPO without the consent of the Committee; provided that, subject to any underwriter lock-up, a Member shall be entitled to sell, without the consent of the Committee, its pro rata portion of Units or shares of HCA Common Stock, as the case may be, that the Members are entitled to sell pursuant to Rule 144 under the Securities Act (assuming that the Members are a group subject to a single volume limit under Rule 144); provided further, that such Member has provided notice to the Committee at least five Business Days prior to such sale. The Committee will keep the Members reasonably informed of the times when they are entitled to sell in a Rule 144 transaction and the amounts they are entitled to sell. To the extent that the Committee approves a sale, the Committee shall give Members the opportunity to sell pro rata in such sale. (b) Each Investor Group shall be permitted to remove and replace the Committee Member designated by it from time to time; provided that a Committee Member shall be automatically removed (and not replaced) at such time as the Investor Group that designated him or her ceases to beneficially own in the aggregate a number of Shares that is equal to at least 10% of the Original Shares owned in the aggregate by the members of such Investor Group as set forth on Exhibit A to the Stockholders Agreement. The Committee shall include Xxxxxx Xxxxxxxx for so long as Xxxxxx Xxxxxxxx and employees of the Company beneficially own 5% or more of the outstanding Shares on a Fully Diluted Basis and, in the event Xxxxxx Xxxxxxxx no longer serves on the Committee, the Committee shall include a Senior Manager (in addition to representatives from each of the Investor Groups). A total of 100 votes shall be allocated among the Committee Members pro rata in accordance with the relative ownership of Shares, at the relevant time, of (i) with respect to each of the Investor Groups, all members of such Investor Group and (ii) with respect to Xxxxxx Xxxxxxxx or the Senior Manager representative, as applicable, Xxxxxx Xxxxxxxx and the Management Stockholders combined. Subject to the notice requirements of the following sentence, the presence, in person or by telephone, of Committee Members representing a majority of the votes entitled to be cast by all Committee Members shall constitute a quorum for action, and, except as otherwise expressly provided in this Agreement, the Committee shall act by affirmative vote of Committee Members representing a majority three-fourths of the votes entitled to be cast by all Committee MembersMembers (or two-thirds in the event that there are fewer than four Investor Groups at such time). The Committee shall not meet unless (i) all Meetings of the Committee Members are present in person or may be called by telephone or (ii) any two Committee Members representing a majority of the votes of all Committee Members are present in person or by telephone and each of the Committee Members who is not so present has been given on at least two Business Days’ prior business days notice that the Committee may meet without such to each Committee Member, either personally, by telephone, by mail, by telecopier, by electronic mail or by any other means of communication reasonably calculated to give notice. The Committee shall meet and make a determination regarding a requested Transfer of Units reasonably promptly upon receipt of any a bona fide written request (i) during the Pre-IPO Period, from Xxxxxx Xxxxxxxx a Member or a Sponsor Stockholder or (ii) during the Post-IPO Period, from Xxxxxx Xxxxxxxx, a Sponsor Stockholder or the Management Representative, on behalf of a Management Stockholder, Members requesting Committee approval to Transfer Shares when such approval for Transfer is required under the Stockholders Agreement and shall respond to such written request with Units. For so long as a grant Family Member holds any Units or denial shares of approval within five Business Days (or 10 Business DaysHCA Common Stock, in the case of a request from a Stockholder other than Xxxxxx Xxxxxxxx or a Sponsor Stockholder) of receipt thereof. The Committee shall act in its own discretion, and shall have no obligation to approve or facilitate dispositions or Transfers. No Committee Member it shall be under any obligation to discuss the contents of any meeting of the Committee with any other Stockholder. No compensation of any kind will be payable to any Committee Member bound by whatever underwriter lock-up that Frisco Inc. and Frisco Partners agree to, unless otherwise expressly provided by the Company in connection with the member’s service on the Committee, except for reimbursement for outterms of that lock-of-pocket expenses related to attendance at Committee meetings. The Committee will cooperate with the Company with respect to, and will keep the Company promptly informed of, any actions taken by the Committee under this Article I.up.