Common use of New Committee Appointments Clause in Contracts

New Committee Appointments. Subject to the Company’s Corporate Governance Guidelines and Code of Legal and Ethical Conduct and NYSE rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, any new committee and subcommittee of the Board that may be established includes a Scopia Appointee (or a Scopia Replacement Director). Without limiting the foregoing, the Board shall give each of the Appointed Directors the same due consideration for membership to any new committee of the Board as any other independent director. The remaining members of each Board committee shall be selected such that each committee includes directors whose skill sets and expertise are relevant to such committee.

New Committee Appointments. Subject to the Company’s Corporate Governance Guidelines and Code of Legal and Ethical Conduct and NYSE rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, any new committee and subcommittee of the Board that may be established includes a Scopia Starboard Appointee (or a Scopia Starboard Replacement Director). Without limiting the foregoing, the Board shall give each of the Appointed Directors the same due consideration for membership to any new committee of the Board as any other independent director. The remaining members of each Board committee shall be selected such that each committee includes directors whose skill sets and expertise are relevant to such committee.