M&P Sample Clauses

M&P. In addition: (i) Although the governance and management of M&P is M&P’s sole responsibility, the M&P Board recognizes the interest of RSMM in good governance and management of M&P in connection with the APS and the M&P Board intends to evaluate the governance and management processes of M&P. (ii) By June 30, 2010, the M&P Board intends to schedule a vote of the partners of M&P (the “M&P Partners”) and recommend for approval by the M&P Partners changes to the M&P Partnership Agreement that the M&P Board considers necessary for the governance and management at M&P to be consistent with modern governance and management practices in large accounting firms. In its evaluation process, the M&P Board will review information about current governance and management practices in the accounting profession, including information from other firms and relevant experts. The M&P Board will also solicit and consider the suggestions of the M&P Partners and RSMM. (iii) As part of the process described in paragraph (ii) above, the M&P Board commits to taking certain key governance enhancement provisions to the M&P Partners for their vote. One such provision will be to require, in addition to a vote of a majority of the M&P Partners, a 2/3 audit partner vote in connection with any vote in favor of termination of the Administrative Services Agreement between the third and fifth years of the initial term of the Administrative Services Agreement. The M&P Board will incorporate the results of the M&P Partners’ vote into a revised M&P Partnership Agreement to be executed by current and future M&P Partners. For purposes of this provision, “audit partner” shall mean an M&P partner who receives more than 50% of their total compensation from the income of the M&P partnership.