Common use of Independent Committee Clause in Contracts

Independent Committee. In connection with the Administrative Services Agreement and certain actions as set forth in Section 6.1(b) and Section 6.2(a), each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its respective reasonable best efforts and take all such steps as may reasonably be within its respective powers so as to cause its respective appointed directors to appoint an Independent Committee of the Board consisting solely of Independent Directors (the “Independent Committee”). The Independent Committee shall have the full power and authority of the Board with respect to the review of any action to be taken by the Company in connection with (A) the Administrative Services Agreement to the extent and in accordance with the provisions therein, (B) the approval of any Replacement Funding on such terms as the Independent Committee may determine, which approval must occur within ninety (90) days of the date that the Company and Pinnacle become aware of the breach by Harbinger (or its Affiliates) of an obligation to fund a commitment under the Backstop Loan Agreement and (C) the approval of any Future Funding in accordance with Section 6.1(b)(i)(C) and Section 6.2(a). Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts to, and take all such steps as may reasonably be within its powers as to cause its respective directors to, (1) designate only Independent Directors to the Independent Committee, (2) not revoke or alter the authority given to the Independent Committee, (3) not override any decision made by the Independent Committee, (4) not terminate the appointment of, or change the membership of, the Independent Committee, and (5) not fill vacancies in the Independent Committee, except in the case of each of clauses (1) - (5), as provided herein or as otherwise may be agreed to in writing by the Company, Harbinger and Pinnacle. Without derogating from the power and authority granted hereby or by any resolution of the Board, the scope of any powers and authority of the Independent Committee in addition to those set forth above shall, subject to the Business Corporations Act (British Columbia) be set forth in a charter document to be mutually agreed upon by Harbinger and Pinnacle. Each of Harbinger and Pinnacle shall take all actions, and shall to the extent permitted by Applicable Law, cause its respective appointed directors to take all actions, necessary or appropriate to effectuate the delegation of authority to the Independent Committee for the matters set forth in this Section 2.1(d)(v), including the adoption of resolutions of the Board in accordance with Applicable Law.

Independent Committee. In connection with the Administrative Services Agreement and certain actions as set forth in Section 6.1(b) and Section 6.2(a), each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its respective reasonable best efforts and take all such steps as may reasonably be within its respective powers so as to cause its respective appointed directors to appoint an Independent Committee of the Board consisting solely of Independent Directors (the “Independent Committee”). The Independent Committee shall have the full power and authority of the Board with respect to the review of any action to be taken by the Company in connection with (A) the Administrative Services Agreement to the extent and in accordance with the provisions therein, (B) the approval of any Replacement Funding on such terms as the Independent Committee may determine, which approval must occur within ninety (90) days of the date that the Company and Pinnacle become aware of the breach by Harbinger (or its Affiliates) of an obligation to fund a commitment under the Backstop Loan Agreement and (C) the approval of any Future Funding in accordance with Section 6.1(b)(i)(C) and Section 6.2(a). Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts to, and take all such steps as may reasonably be within its powers as to cause its respective directors to, (1) designate only Independent Directors to the Independent Committee, (2) not revoke or alter the authority given to the Independent Committee, (3) not override any decision made by the Independent Committee, (4) not terminate the appointment of, or change the membership of, the Independent Committee, and (5) not fill vacancies in the Independent Committee, except in the case of each of clauses (1) - (5), as provided herein or as otherwise may be agreed to in writing by the Company, Harbinger and Pinnacle. Without derogating from the power and authority granted hereby or by any resolution of the Board, the scope of any powers and authority of the Independent Committee in addition to those set forth above shall, subject to the Business Corporations Act (British Columbia) be set forth in a charter document to be mutually agreed upon by Harbinger and Pinnacle. Each of Harbinger and Pinnacle shall take all actions, and shall to the extent permitted by Applicable Law, cause its respective appointed directors to take all actions, necessary or appropriate to effectuate the delegation of authority to the Independent Committee for the matters set forth in this Section 2.1(d)(v), including the adoption of resolutions of the Board in accordance with Applicable Law.

Independent Committee. In connection with the Administrative Services Agreement and certain actions as set forth in Section 6.1(b) and Section 6.2(a), each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its respective reasonable best efforts and take all such steps as may reasonably be within its respective powers so as to cause its respective appointed directors to appoint an Independent Committee of the Board consisting solely of Independent Directors (the “Independent Committee”). The Independent Committee shall have the full power and authority of the Board with respect to the review of any action to be taken by the Company in connection with (A) the Administrative Services Agreement to the extent and in accordance with the provisions therein, (B) the approval of any Replacement Funding on such terms as the Independent Committee may determine, which approval must occur within ninety (90) 90 days of the date that the Company and Pinnacle become aware of the breach by Harbinger (or its Affiliates) of an obligation to fund a commitment under the Backstop Loan Agreement and (C) the approval of any Future Funding in accordance with Section 6.1(b)(i)(C) and Section 6.2(a). Each of Harbinger and Pinnacle shall, to the extent permitted by Applicable Law, use its reasonable best efforts to, and take all such steps as may reasonably be within its powers as to cause its respective directors to, (1) designate only Independent Directors to the Independent Committee, (2) not revoke or alter the authority given to the Independent Committee, (3) not override any decision made by the Independent Committee, (4) not terminate the appointment of, or change the membership of, the Independent Committee, and (5) not fill vacancies in the Independent Committee, except in the case of each of clauses (1) - (5), as provided herein or as otherwise may be agreed to in writing by the Company, Harbinger and Pinnacle. Without derogating from the power and authority granted hereby or by any resolution of the Board, the scope of any powers and authority of the Independent Committee in addition to those set forth above shall, subject to the Business Corporations Act (British Columbia) be set forth in a charter document to be mutually agreed upon by Harbinger and Pinnacle. Each of Harbinger and Pinnacle shall take all actions, and shall to the extent permitted by Applicable Law, cause its respective appointed directors to take all actions, necessary or appropriate to effectuate the delegation of authority to the Independent Committee for the matters set forth in this Section 2.1(d)(v), including the adoption of resolutions of the Board in accordance with Applicable Law.