Common use of INDEPENDENT BOARD COMMITTEE Clause in Contracts

INDEPENDENT BOARD COMMITTEE. At the Effective Time, the Holdco Board shall form a three-member standing committee composed of (a) two independent GSM Designees and (b) one independent Grupo VM Designee (the “BCA Special Committee”). The BCA Special Committee shall take action by majority vote (whether by meeting or in writing). The functions of the BCA Special Committee shall include responsibility for: (i) the administration of the post-Closing adjustment process and procedures, for and on behalf of Holdco pursuant to Section 1.3, (ii) the evaluation of potential claims for Losses and enforcement of the indemnification rights under this Article 10, and (iii) the exercise or waiver of any of Holdco’s rights, benefits or remedies under this Agreement. The BCA Committee shall perform all such functions on behalf of and in the best interests of Holdco and its shareholders (but excluding Grupo VM). After the Effective Time, Grupo VM shall deal exclusively with the BCA Special Committee on all post-Closing adjustment matters pursuant to Section 1.3 and indemnification matters under this Article 10. Grupo VM acknowledges and agrees that the BCA Special Committee will be established for the purpose of administering the terms and conditions of this Agreement on behalf of Holdco after the Closing and that, in performing such functions, the BCA Special Committee shall solely represent Holdco and shall act on behalf of and in the best interests of Holdco and its shareholders (but excluding Grupo VM). Accordingly, Grupo VM acknowledges and agrees that the members of the BCA Special Committee, in their capacities as such, will owe no fiduciary duties to Grupo VM (in its capacity as a shareholder of Holdco) in connection with performing such functions. Without limiting the generality of the foregoing, Grupo VM (in its capacity as a shareholder of Holdco) hereby waives any claim against the BCA Special Committee or any of its members, in their capacities as such, for a breach of any such duties to Grupo VM.

INDEPENDENT BOARD COMMITTEE. (a) At the Effective Time, the Holdco Parent Board shall form a three-member standing committee composed of (athe members of the Parent Board designated by Parent pursuant to Section 1.7(b)(i) two independent GSM Designees and (b) one independent Grupo VM Designee (the “BCA Special Committee”). The BCA Special Committee shall take action by majority vote (whether by meeting or in writing). The functions of the BCA Special Committee shall include responsibility for: (i) the administration of the post-Closing adjustment process and procedures, for and on behalf of Holdco pursuant to Section 1.3, (ii) the evaluation of potential claims for Losses and enforcement of the indemnification rights under this Article 10VIII on behalf of Parent (including as to whether Parent should assume the defense, settlement and compromise of any Third Party Claims), and (iiiii) the exercise or waiver of any of HoldcoParent’s rights, benefits or remedies under this Agreement. The BCA Special Committee shall perform all such functions on behalf of and in the best interests of Holdco Parent and its shareholders stockholders (but excluding Grupo VMthe Stockholder). After the Effective Time, Grupo VM the Stockholder shall deal exclusively with the BCA Special Committee on all post-Closing adjustment matters pursuant to Section 1.3 and indemnification matters under this Article 10. Grupo VM VIII. (b) The Stockholder acknowledges and agrees that the BCA Special Committee will be established for the purpose of administering the terms and conditions of this Agreement on behalf of Holdco Parent after the Closing and that, in performing such functions, the BCA Special Committee shall solely represent Holdco Parent and shall act on behalf of and in the best interests of Holdco Parent and its shareholders stockholders (but excluding Grupo VMthe Stockholder). Accordingly, Grupo VM the Stockholder acknowledges and agrees that the members of the BCA Special Committee, in their capacities as such, Committee will owe no fiduciary duties to Grupo VM the Stockholder (in its capacity as a shareholder stockholder of HoldcoParent) in connection with performing such functions. Without limiting the generality of the foregoing, Grupo VM the Stockholder (in its capacity as a shareholder stockholder of HoldcoParent) hereby waives any claim against the BCA Special Committee or any of its members, in their capacities as such, members for a breach of any such duties to Grupo VM.the Stockholder. Article IX

INDEPENDENT BOARD COMMITTEE. (a) At the Effective Time, the Holdco Parent Board of Directors shall form a three-member standing committee composed of (ai) two independent GSM Designees the member of the Parent Board of Directors designated by Parent pursuant to Section 1.9(b)(iii), (ii) one of the members of the Parent Board of Directors designated by the Stockholder pursuant to Section 1.9(b)(iv), and (biii) one independent Grupo VM Designee the member of the Parent Board of Directors designated jointly by Parent and the Stockholder pursuant to Section 1.9(b)(v) (the “BCA Special Committee”). The BCA Special Committee shall take action by majority vote (whether by meeting or in writing). The functions of the BCA Special Committee shall include responsibility for: (i) the administration of the post-Closing adjustment process and procedures, for and on behalf of Holdco pursuant to Section 1.3, (ii) the evaluation of potential claims for Losses and enforcement of the indemnification rights under this Article 1010 (including as to whether Parent should assume the defense, settlement and compromise of any Third Party Claims), (ii) the determination on behalf of Parent of the Post-Closing Adjustment, and (iii) the exercise or waiver of any of HoldcoParent’s rights, benefits or remedies under this Agreement. The BCA Special Committee shall perform all such functions on behalf of and in the best interests of Holdco Parent and its shareholders (but excluding Grupo VMthe Stockholder). After the Effective Time, Grupo VM the Stockholder shall deal exclusively with the BCA Special Committee on all postmatters relating to the Post-Closing adjustment matters pursuant to Section 1.3 Adjustment and indemnification matters under this Article 10. Grupo VM . (b) The Stockholder acknowledges and agrees that the BCA Special Committee will be established for the purpose of administering the terms and conditions of this Agreement on behalf of Holdco Parent after the Closing and that, in performing such functions, the BCA Special Committee shall solely represent Holdco Parent and shall act on behalf of and in the best interests of Holdco Parent and its shareholders (but excluding Grupo VMthe Stockholder). Accordingly, Grupo VM the Stockholder acknowledges and agrees that the members of the BCA Special Committee, in their capacities as such, Committee will owe no fiduciary duties to Grupo VM the Stockholder (in its capacity as a shareholder of HoldcoParent) in connection with performing such functions. Without limiting the generality of the foregoing, Grupo VM the Stockholder (in its capacity as a shareholder of HoldcoParent) hereby waives any claim against the BCA Special Committee or any of its members, in their capacities as such, members for a breach of any such duties to Grupo VMthe Stockholder.