Common use of The Xxxxx Family Committee Clause in Contracts

The Xxxxx Family Committee. 2.1. The Class B Stockholders hereby create a committee to exercise, to the extent and in the manner provided herein, certain voting, management and control powers over the Class B Common Stock (the “Xxxxx Family Committee”), which shall initially consist of seven members (each individually, a “Member”, and collectively, the “Members”). 2.2. The Class B Stockholders hereby designate Xxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx, Xxxxxxxx X. Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx as the initial Members, each of whom hereby accepts such designation and hereby agrees to act as a Member hereunder. 2.3. The Xxxxx Family Committee shall make all reasonable efforts to meet and discuss any matter to be voted on by the Class B Stockholders prior to the taking of such vote. 2.4. Each Member, other than Xxxxxxx X. Xxxxx, shall have the power to designate, by an instrument in writing, a person or a series of persons to act as his or her successor or consecutive successors as a Member; provided that (a) no designation by any Member shall be inconsistent with designations made by a former Member who is a predecessor of such Member and (b) except with the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the Member wishing to make such designation), no person shall be designated as a successor Member unless such person is (i) the designating Member’s spouse, (ii) an Adult child of such designating Member, or (iii) in the case of a designation by a Member that will take effect upon such Member’s death or Permanent Incapacity, an Interim Member, but only if such designation of an Interim Member is conditioned on such Member not being survived by a spouse or Adult child. Once a child of a Member who appointed an Interim Member has become an Adult, such child shall have the right to remove and replace such Interim Member. The power of a Member to designate successor Members shall include, without limitation, the power to designate a temporary successor Member pending a descendant of such designating Member becoming an Adult. Subject to a Member’s right to replace any such successor Member pursuant to this Section 2.4, any such instrument of designation shall become effective according to its terms and shall be revocable at any time prior to the qualification of the designee. In the event that there shall be more than one instrument executed by the same person designating a successor Member, then the instrument that shall bear the most recent date and shall be unrevoked shall govern. Each former Member shall have the power, until his or her death or Permanent Incapacity, to replace any successor Member of such Member (including, without limitation, a temporary successor Member) by designating, in accordance with this Section 2.4, another person, which may be such former Member, as his or her successor Member. For the avoidance of doubt, the voting rights of any Interim Member on the Xxxxx Family Committee shall be in addition to any rights such person otherwise has a Member. 2.5. Any Member acting hereunder may resign at any time and for any reason by a written notice delivered to the other Members, to any former Member that is a predecessor of such Member and to the designated successor Member of such Member, if any. 2.6. In the event of the death, resignation or other failure to act of a Member other than Xxxxxxx X. Xxxxx, or in the event of a court appointing a conservator, committee or guardian for such Member, and in the event that any such vacancy shall not be filled pursuant to the exercise of such Member’s, or one of such Member’s predecessor’s, power to designate his or her successor Member, as provided for in Section 2.4, then the successor Member to such Member shall be an individual designated by the trustees of the Applicable Member’s Trusts, acting unanimously; provided that (a) the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the relevant Member, if any), shall be required for the appointment of any successor Member who could not have been appointed by such Member without such consent pursuant to Section 2.4(b) and (b) if such Member is survived by a child, such child shall have the right at any time after such child has become an Adult to remove and replace any successor Member appointed pursuant to this sentence or, if no such successor Member has been appointed, to appoint a successor Member. If at any time no successor Member to such Member shall have been appointed pursuant to the provisions of this Section 2, then, unless and until such a successor Member shall have been appointed, such Member shall have no successor Member and such Member shall cease to be a Member and, unless and until such successor Member has been appointed, the Xxxxx Family Committee shall consist of the remaining Members. 2.7. Notwithstanding Section 2.6, if any Sibling Member or successor Member is no longer deemed to own any Shares, as determined in accordance with Section 3.1 of this Agreement, then such Member shall cease to be a Member and thereafter the Xxxxx Family Committee shall consist of the remaining Members. 2.8. Any rights hereunder of any Adult child of a Member who has died or become Permanently Incapacitated shall be exercised collectively by all such Adult children, acting by majority vote. 2.9. Xxxxxxx X. Xxxxx is a Member of the Xxxxx Family Committee and, as such, shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee, (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee and (iii) prior to the Transition Time, be included for purposes of determining whether or not a quorum is present for the transaction of business by the Xxxxx Family Committee; provided that Xxxxxxx X. Xxxxx shall not have a vote on the Xxxxx Family Committee. 2.10. Xxxxx X. Xxxxx will have observation rights with respect to the Xxxxx Family Committee. Xxxxx X. Xxxxx shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee and (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee. For the avoidance of doubt, Xxxxx X. Xxxxx will not have a vote on the Xxxxx Family Committee. 2.11. It is acknowledged and agreed that the Members of the Xxxxx Family Committee in acting as such Members under this Agreement are acting solely in their capacity as stockholders of the Company and not as directors, officers, employees or agents of the Company. In so acting hereunder, such Members shall not have fiduciary duties to the other Members, the Company or any other stockholders of the Company.

The Xxxxx Family Committee. 2.1. The Class B Stockholders hereby create a committee to exercise, to the extent and in the manner provided herein, certain voting, management and control powers over the Class B Common Stock (the “Xxxxx Family Committee”), which shall initially consist of seven eight members (each individually, a “Member”, and collectively, the “Members”). 2.2. The Class B Stockholders hereby designate Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx, Xxxxxxxx X. Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx as the initial Members, each of whom hereby accepts such designation and hereby agrees to act as a Member hereunder. 2.3. The Xxxxx Family Committee shall make all reasonable efforts to meet and discuss any matter to be voted on by the Class B Stockholders prior to the taking of such vote. 2.4. Each Member, other than Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx, shall have the power to designate, by an instrument in writing, a person or a series of persons to act as his or her successor or consecutive successors as a Member; provided that (a) no designation by any Member shall be inconsistent with designations made by a former Member who is a predecessor of such Member and (b) except with the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the Member wishing to make such designation), no person shall be designated as a successor Member unless such person is (i) the designating Member’s spouse, (ii) an Adult child of such designating Member, or (iii) in the case of a designation by a Member that will take effect upon such Member’s death or Permanent Incapacity, an Interim Member, but only if such designation of an Interim Member is conditioned on such Member not being survived by a spouse or Adult child. Once a child of a Member who appointed an Interim Member has become an Adult, such child shall have the right to remove and replace such Interim Member. The power of a Member to designate successor Members shall include, without limitation, the power to designate a temporary successor Member pending a descendant of such designating Member becoming an Adult. Subject to a Member’s right to replace any such successor Member pursuant to this Section 2.4, any such instrument of designation shall become effective according to its terms and shall be revocable at any time prior to the qualification of the designee. In the event that there shall be more than one instrument executed by the same person designating a successor Member, then the instrument that shall bear the most recent date and shall be unrevoked shall govern. Each former Member shall have the power, until his or her death or Permanent Incapacity, to replace any successor Member of such Member (including, without limitation, a temporary successor Member) by designating, in accordance with this Section 2.4, another person, which may be such former Member, as his or her successor Member. The Sibling Members hereby make the successor Member designations, if any, set forth opposite their respective names on Schedule B. For the avoidance of doubt, the voting rights of any Interim Member on the Xxxxx Family Committee shall be in addition to any rights such person otherwise has a Member. 2.5. Any Member acting hereunder may resign at any time and for any reason by a written notice delivered to the other Members, to any former Member that is a predecessor of such Member and to the designated successor Member of such Member, if any. 2.6. In the event of the death, resignation or other failure to act of a Member other than Xxxxxxx X. Xxxxx or Xxxxx X. Xxxxx, or in the event of a court appointing a conservator, committee or guardian for such Member, and in the event that any such vacancy shall not be filled pursuant to the exercise of such Member’s, or one of such Member’s predecessor’s, power to designate his or her successor Member, as provided for in Section 2.4, then the successor Member to such Member shall be an individual designated by the trustees of the Applicable Member’s Trusts, acting unanimously; provided that (a) the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the relevant Member, if any), shall be required for the appointment of any successor Member who could not have been appointed by such Member without such consent pursuant to Section 2.4(b) and (b) if such Member is survived by a child, such child shall have the right at any time after such child has become an Adult to remove and replace any successor Member appointed pursuant to this sentence or, if no such successor Member has been appointed, to appoint a successor Membersentence. If at any time no successor Member to such Member shall have been appointed pursuant to the provisions of this Section 2, then, unless and until such a successor Member shall have been appointed, such Member shall have no successor Member and such Member shall cease to be a Member and, unless and until such successor Member has been appointed, the Xxxxx Family Committee shall consist of the remaining Members. 2.7. Notwithstanding Section 2.6, if any Sibling Member or successor Member is no longer deemed to own any Shares, as determined in accordance with Section 3.1 of this Agreement, then such Member shall cease to be a Member and thereafter the Xxxxx Family Committee shall consist of the remaining Members. 2.8. Any rights hereunder of any Adult child of a Member who has died or become Permanently Incapacitated shall be exercised collectively by all such Adult children, acting by majority vote. 2.9. Xxxxxxx X. Xxxxx is a Member of the Xxxxx Family Committee and, as such, shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee, (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee and (iii) prior to the Transition Time, be included for purposes of determining whether or not a quorum is present for the transaction of business by the Xxxxx Family Committee; provided that Xxxxxxx X. Xxxxx shall not have a vote on the Xxxxx Family Committee. 2.10. Xxxxx X. Xxxxx will have observation rights with respect to the Xxxxx Family Committee. Xxxxx X. Xxxxx shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee and (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee. For the avoidance of doubt, Xxxxx X. Xxxxx will not have a vote on the Xxxxx Family Committee. 2.11. It is acknowledged and agreed that the Members of the Xxxxx Family Committee in acting as such Members under this Agreement are acting solely in their capacity as stockholders of the Company and not as directors, officers, employees or agents of the Company. In so acting hereunder, such Members shall not have fiduciary duties to the other Members, the Company or any other stockholders of the Company.

The Xxxxx Family Committee. 2.1. The Class B Stockholders hereby create a committee to exercise, to the extent and in the manner provided herein, certain voting, management and control powers over the Class B Common Stock (the “Xxxxx Family Committee”), which shall initially consist of seven members (each individually, a “Member”, and collectively, the “Members”). 2.2. The Class B Stockholders hereby designate Xxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx, Xxxxxxxx X. Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx as the initial Members, each of whom hereby accepts such designation and hereby agrees to act as a Member hereunder. 2.3. The Xxxxx Family Committee shall make all reasonable efforts to meet and discuss any matter to be voted on by the Class B Stockholders prior to the taking of such vote. 2.4. Each Member, other than Xxxxxxx X. Xxxxx, shall have the power to designate, by an instrument in writing, a person or a series of persons to act as his or her successor or consecutive successors as a Member; provided that (a) no designation by any Member shall be inconsistent with designations made by a former Member who is a predecessor of such Member and (b) except with the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the Member wishing to make such designation), no person shall be designated as a successor Member unless such person is (i) the designating Member’s spouse, (ii) an Adult child of such designating Member, or (iii) in the case of a designation by a Member that will take effect upon such Member’s death or Permanent Incapacity, an Interim Member, but only if such designation of an Interim Member is conditioned on such Member not being survived by a spouse or Adult child. Once a child of a Member who appointed an Interim Member has become an Adult, such child shall have the right to remove and replace such Interim Member. The power of a Member to designate successor Members shall include, without limitation, the power to designate a temporary successor Member pending a descendant of such designating Member becoming an Adult. Subject to a Member’s right to replace any such successor Member pursuant to this Section 2.4, any such instrument of designation shall become effective according to its terms and shall be revocable at any time prior to the qualification of the designee. In the event that there shall be more than one instrument executed by the same person designating a successor Member, then the instrument that shall bear the most recent date and shall be unrevoked shall govern. Each former Member shall have the power, until his or her death or Permanent Incapacity, to replace any successor Member of such Member (including, without limitation, a temporary successor Member) by designating, in accordance with this Section 2.4, another person, which may be such former Member, as his or her successor Member. For the avoidance of doubt, the voting rights of any Interim Member on the Xxxxx Family Committee shall be in addition to any rights such person otherwise has a Member. 2.5. Any Member acting hereunder may resign at any time and for any reason by a written notice delivered to the other Members, to any former Member that is a predecessor of such Member and to the designated successor Member of such Member, if any. 2.6. In the event of the death, resignation or other failure to act of a Member other than Xxxxxxx X. Xxxxx, or in the event of a court appointing a conservator, committee or guardian for such Member, and in the event that any such vacancy shall not be filled pursuant to the exercise of such Member’s, or one of such Member’s predecessor’s, power to designate his or her successor Member, as provided for in Section 2.4, then the successor Member to such Member shall be an individual designated by the trustees of the Applicable Member’s Trusts, acting unanimously; provided that (a) the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the relevant Member, if any), shall be required for the appointment of any successor Member who could not have been appointed by such Member without such consent pursuant to Section 2.4(b) and (b) if such Member is survived by a child, such child shall have the right at any time after such child has become an Adult to remove and replace any successor Member appointed pursuant to this sentence or, if no such successor Member has been appointed, to appoint a successor Member. If at any time no successor Member to such Member shall have been appointed pursuant to the provisions of this Section 2, then, unless and until such a successor Member shall have been appointed, such Member shall have no successor Member and such Member shall cease to be a Member and, unless and until such successor Member has been appointed, the Xxxxx Family Committee shall consist of the remaining Members. 2.7. Notwithstanding Section 2.6, if any Sibling Member or successor Member is no longer deemed to own any Shares, as determined in accordance with Section 3.1 of this Agreement, then such Member shall cease to be a Member and thereafter the Xxxxx Family Committee shall consist of the remaining Members. 2.8. Any rights hereunder of any Adult child of a Member who has died or become Permanently Incapacitated shall be exercised collectively by all such Adult children, acting by majority vote. 2.9. Xxxxxxx X. Xxxxx is a Member of the Xxxxx Family Committee and, as such, shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee, (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee and (iii) prior to the Transition Time, be included for purposes of determining whether or not a quorum is present for the transaction of business by the Xxxxx Family Committee; provided that Xxxxxxx X. Xxxxx shall not have a vote on the Xxxxx Family Committee. 2.10. Xxxxx X. Xxxxx will have observation rights with respect to the Xxxxx Family Committee. Xxxxx X. Xxxxx shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee and (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee. For the avoidance of doubt, Xxxxx X. Xxxxx will not have a vote on the Xxxxx Family Committee. 2.11. It is acknowledged and agreed that the Members of the Xxxxx Family Committee in acting as such Members under this Agreement are acting solely in their capacity as stockholders of the Company AMC and not as directors, officers, employees or agents of the CompanyAMC. In so acting hereunder, such Members shall not have fiduciary duties to the other Members, the Company AMC or any other stockholders of the CompanyAMC.

The Xxxxx Family Committee. 2.1. The Class B Stockholders hereby create a committee to exercise, to the extent and in the manner provided herein, certain voting, management and control powers over the Class B Common Stock (the “Xxxxx Family Committee”), which shall initially consist of seven members (each individually, a “Member”, and collectively, the “Members”). 2.2. The Class B Stockholders hereby designate Xxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx, Xxxxxxxx X. Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx as the initial Members, each of whom hereby accepts such designation and hereby agrees to act as a Member hereunder. 2.3. The Xxxxx Family Committee shall make all reasonable efforts to meet and discuss any matter to be voted on by the Class B Stockholders prior to the taking of such vote. 2.4. Each Member, other than Xxxxxxx X. Xxxxx, shall have the power to designate, by an instrument in writing, a person or a series of persons to act as his or her successor or consecutive successors as a Member; provided that (a) no designation by any Member shall be inconsistent with designations made by a former Member who is a predecessor of such Member and (b) except with the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the Member wishing to make such designation), no person shall be designated as a successor Member unless such person is (i) the designating Member’s spouse, (ii) an Adult child of such designating Member, or (iii) in the case of a designation by a Member that will take effect upon such Member’s death or Permanent Incapacity, an Interim Member, but only if such designation of an Interim Member is conditioned on such Member not being survived by a spouse or Adult child. Once a child of a Member who appointed an Interim Member has become an Adult, such child shall have the right to remove and replace such Interim Member. The power of a Member to designate successor Members shall include, without limitation, the power to designate a temporary successor Member pending a descendant of such designating Member becoming an Adult. Subject to a Member’s right to replace any such successor Member pursuant to this Section 2.4, any such instrument of designation shall become effective according to its terms and shall be revocable at any time prior to the qualification of the designee. In the event that there shall be more than one instrument executed by the same person designating a successor Member, then the instrument that shall bear the most recent date and shall be unrevoked shall govern. Each former Member shall have the power, until his or her death or Permanent Incapacity, to replace any successor Member of such Member (including, without limitation, a temporary successor Member) by designating, in accordance with this Section 2.4, another person, which may be such former Member, as his or her successor Member. For the avoidance of doubt, the voting rights of any Interim Member on the Xxxxx Family Committee shall be in addition to any rights such person otherwise has a Member. 2.5. Any Member acting hereunder may resign at any time and for any reason by a written notice delivered to the other Members, to any former Member that is a predecessor of such Member and to the designated successor Member of such Member, if any. 2.6. In the event of the death, resignation or other failure to act of a Member other than Xxxxxxx X. Xxxxx, or in the event of a court appointing a conservator, committee or guardian for such Member, and in the event that any such vacancy shall not be filled pursuant to the exercise of such Member’s, or one of such Member’s predecessor’s, power to designate his or her successor Member, as provided for in Section 2.4, then the successor Member to such Member shall be an individual designated by the trustees of the Applicable Member’s Trusts, acting unanimously; provided that (a) the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the relevant Member, if any), shall be required for the appointment of any successor Member who could not have been appointed by such Member without such consent pursuant to Section 2.4(b) and (b) if such Member is survived by a child, such child shall have the right at any time after such child has become an Adult to remove and replace any successor Member appointed pursuant to this sentence or, if no such successor Member has been appointed, to appoint a successor Member. If at any time no successor Member to such Member shall have been appointed pursuant to the provisions of this Section 2, then, unless and until such a successor Member shall have been appointed, such Member shall have no successor Member and such Member shall cease to be a Member and, unless and until such successor Member has been appointed, the Xxxxx Family Committee shall consist of the remaining Members. 2.7. Notwithstanding Section 2.6, if any Sibling Member or successor Member is no longer deemed to own any Shares, as determined in accordance with Section 3.1 of this Agreement, then such Member shall cease to be a Member and thereafter the Xxxxx Family Committee shall consist of the remaining Members. 2.8. Any rights hereunder of any Adult child of a Member who has died or become Permanently Incapacitated shall be exercised collectively by all such Adult children, acting by majority vote. 2.9. Xxxxxxx X. Xxxxx is a Member of the Xxxxx Family Committee and, as such, shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee, (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee and (iii) prior to the Transition Time, be included for purposes of determining whether or not a quorum is present for the transaction of business by the Xxxxx Family Committee; provided that Xxxxxxx X. Xxxxx shall not have a vote on the Xxxxx Family Committee. 2.10. Xxxxx X. Xxxxx will have observation rights with respect to the Xxxxx Family Committee. Xxxxx X. Xxxxx shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee and (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee. For the avoidance of doubt, Xxxxx X. Xxxxx will not have a vote on the Xxxxx Family Committee. 2.11. It is acknowledged and agreed that the Members of the Xxxxx Family Committee in acting as such Members under this Agreement are acting solely in their capacity as stockholders of the Company MSG and not as directors, officers, employees or agents of the CompanyMSG. In so acting hereunder, such Members shall not have fiduciary duties to the other Members, the Company MSG or any other stockholders of the CompanyMSG.

The Xxxxx Family Committee. 2.1. The Class B Stockholders hereby create a committee to exercise, to the extent and in the manner provided herein, certain voting, management and control powers over the Class B Common Stock (the “Xxxxx Family Committee”), which shall initially consist of seven eight members (each individually, a “Member”, and collectively, the “Members”). 2.2. The Class B Stockholders hereby designate Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx, Xxxxxxxx X. Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx as the initial Members, each of whom hereby accepts such designation and hereby agrees to act as a Member hereunder. 2.3. The Xxxxx Family Committee shall make all reasonable efforts to meet and discuss any matter to be voted on by the Class B Stockholders prior to the taking of such vote. 2.4. Each Member, other than Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx, shall have the power to designate, by an instrument in writing, a person or a series of persons to act as his or her successor or consecutive successors as a Member; provided that (a) no designation by any Member shall be inconsistent with designations made by a former Member who is a predecessor of such Member and (b) except with the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the Member wishing to make such designation), no person shall be designated as a successor Member unless such person is (i) the designating Member’s spouse, (ii) an Adult child of such designating Member, or (iii) in the case of a designation by a Member that will take effect upon such Member’s death or Permanent Incapacity, an Interim Member, but only if such designation of an Interim Member is conditioned on such Member not being survived by a spouse or Adult child. Once a child of a Member who appointed an Interim Member has become an Adult, such child shall have the right to remove and replace such Interim Member. The power of a Member to designate successor Members shall include, without limitation, the power to designate a temporary successor Member pending a descendant of such designating Member becoming an Adult. Subject to a Member’s right to replace any such successor Member pursuant to this Section 2.4, any such instrument of designation shall become effective according to its terms and shall be revocable at any time prior to the qualification of the designee. In the event that there shall be more than one instrument executed by the same person designating a successor Member, then the instrument that shall bear the most recent date and shall be unrevoked shall govern. Each former Member shall have the power, until his or her death or Permanent Incapacity, to replace any successor Member of such Member (including, without limitation, a temporary successor Member) by designating, in accordance with this Section 2.4, another person, which may be such former Member, as his or her successor Member. For the avoidance of doubt, the voting rights of any Interim Member on the Xxxxx Family Committee shall be in addition to any rights such person otherwise has a Member. 2.5. Any Member acting hereunder may resign at any time and for any reason by a written notice delivered to the other Members, to any former Member that is a predecessor of such Member and to the designated successor Member of such Member, if any. 2.6. In the event of the death, resignation or other failure to act of a Member other than Xxxxxxx X. Xxxxx or Xxxxx X. Xxxxx, or in the event of a court appointing a conservator, committee or guardian for such Member, and in the event that any such vacancy shall not be filled pursuant to the exercise of such Member’s, or one of such Member’s predecessor’s, power to designate his or her successor Member, as provided for in Section 2.4, then the successor Member to such Member shall be an individual designated by the trustees of the Applicable Member’s Trusts, acting unanimously; provided that (a) the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the relevant Member, if any), shall be required for the appointment of any successor Member who could not have been appointed by such Member without such consent pursuant to Section 2.4(b) and (b) if such Member is survived by a child, such child shall have the right at any time after such child has become an Adult to remove and replace any successor Member appointed pursuant to this sentence or, if no such successor Member has been appointed, to appoint a successor Membersentence. If at any time no successor Member to such Member shall have been appointed pursuant to the provisions of this Section 2, then, unless and until such a successor Member shall have been appointed, such Member shall have no successor Member and such Member shall cease to be a Member and, unless and until such successor Member has been appointed, the Xxxxx Family Committee shall consist of the remaining Members. 2.7. Notwithstanding Section 2.6, if any Sibling Member or successor Member is no longer deemed to own any Shares, as determined in accordance with Section 3.1 of this Agreement, then such Member shall cease to be a Member and thereafter the Xxxxx Family Committee shall consist of the remaining Members. 2.8. Any rights hereunder of any Adult child of a Member who has died or become Permanently Incapacitated shall be exercised collectively by all such Adult children, acting by majority vote. 2.9. Xxxxxxx X. Xxxxx is a Member of the Xxxxx Family Committee and, as such, shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee, (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee and (iii) prior to the Transition Time, be included for purposes of determining whether or not a quorum is present for the transaction of business by the Xxxxx Family Committee; provided that Xxxxxxx X. Xxxxx shall not have a vote on the Xxxxx Family Committee. 2.10. Xxxxx X. Xxxxx will have observation rights with respect to the Xxxxx Family Committee. Xxxxx X. Xxxxx shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee and (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee. For the avoidance of doubt, Xxxxx X. Xxxxx will not have a vote on the Xxxxx Family Committee. 2.11. It is acknowledged and agreed that the Members of the Xxxxx Family Committee in acting as such Members under this Agreement are acting solely in their capacity as stockholders of the Company and not as directors, officers, employees or agents of the Company. In so acting hereunder, such Members shall not have fiduciary duties to the other Members, the Company or any other stockholders of the Company.

The Xxxxx Family Committee. 2.1. The Class B Stockholders hereby create a committee to exercise, to the extent and in the manner provided herein, certain voting, management and control powers over the Class B Common Stock (the “Xxxxx Family Committee”), which shall initially consist of seven eight members (each individually, a “Member”, and collectively, the “Members”). 2.2. The Class B Stockholders hereby designate Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx, Xxxxxxxx X. Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx as the initial Members, each of whom hereby accepts such designation and hereby agrees to act as a Member hereunder. 2.3. The Xxxxx Family Committee shall make all reasonable efforts to meet and discuss any matter to be voted on by the Class B Stockholders prior to the taking of such vote. 2.4. Each Member, other than Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx, shall have the power to designate, by an instrument in writing, a person or a series of persons to act as his or her successor or consecutive successors as a Member; provided that (a) no designation by any Member shall be inconsistent with designations made by a former Member who is a predecessor of such Member and (b) except with the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the Member wishing to make such designation), no person shall be designated as a successor Member unless such person is (i) the designating Member’s spouse, (ii) an Adult child of such designating Member, or (iii) in the case of a designation by a Member that will take effect upon such Member’s death or Permanent Incapacity, an Interim Member, but only if such designation of an Interim Member is conditioned on such Member not being survived by a spouse or Adult child. Once a child of a Member who appointed an Interim Member has become an Adult, such child shall have the right to remove and replace such Interim Member. The power of a Member to designate successor Members shall include, without limitation, the power to designate a temporary successor Member pending a descendant of such designating Member becoming an Adult. Subject to a Member’s right to replace any such successor Member pursuant to this Section 2.4, any such instrument of designation shall become effective according to its terms and shall be revocable at any time prior to the qualification of the designee. In the event that there shall be more than one instrument executed by the same person designating a successor Member, then the instrument that shall bear the most recent date and shall be unrevoked shall govern. Each former Member shall have the power, until his or her death or Permanent Incapacity, to replace any successor Member of such Member (including, without limitation, a temporary successor Member) by designating, in accordance with this Section 2.4, another person, which may be such former Member, as his or her successor Member. For the avoidance of doubt, the voting rights of any Interim Member on the Xxxxx Family Committee shall be in addition to any rights such person otherwise has a Member. 2.5. Any Member acting hereunder may resign at any time and for any reason by a written notice delivered to the other Members, to any former Member that is a predecessor of such Member and to the designated successor Member of such Member, if any. 2.6. In the event of the death, resignation or other failure to act of a Member other than Xxxxxxx X. Xxxxx or Xxxxx X. Xxxxx, or in the event of a court appointing a conservator, committee or guardian for such Member, and in the event that any such vacancy shall not be filled pursuant to the exercise of such Member’s, or one of such Member’s predecessor’s, power to designate his or her successor Member, as provided for in Section 2.4, then the successor Member to such Member shall be an individual designated by the trustees of the Applicable Member’s Trusts, acting unanimously; provided that (a) the prior consent of the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of the relevant Member, if any), shall be required for the appointment of any successor Member who could not have been appointed by such Member without such consent pursuant to Section 2.4(b) and (b) if such Member is survived by a child, such child shall have the right at any time after such child has become an Adult to remove and replace any successor Member appointed pursuant to this sentence or, if no such successor Member has been appointed, to appoint a successor Member. If at any time no successor Member to such Member shall have been appointed pursuant to the provisions of this Section 2, then, unless and until such a successor Member shall have been appointed, such Member shall have no successor Member and such Member shall cease to be a Member and, unless and until such successor Member has been appointed, the Xxxxx Family Committee shall consist of the remaining Members. 2.7. Notwithstanding Section 2.6, if any Sibling Member or successor Member is no longer deemed to own any Shares, as determined in accordance with Section 3.1 of this Agreement, then such Member shall cease to be a Member and thereafter the Xxxxx Family Committee shall consist of the remaining Members. 2.8. Any rights hereunder of any Adult child of a Member who has died or become Permanently Incapacitated shall be exercised collectively by all such Adult children, acting by majority vote. 2.9. Xxxxxxx X. Xxxxx is a Member of the Xxxxx Family Committee and, as such, shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee, (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee and (iii) prior to the Transition Time, be included for purposes of determining whether or not a quorum is present for the transaction of business by the Xxxxx Family Committee; provided that Xxxxxxx X. Xxxxx shall not have a vote on the Xxxxx Family Committee. 2.10. Xxxxx X. Xxxxx will have observation rights with respect to the Xxxxx Family Committee. Xxxxx X. Xxxxx shall (i) receive all notices of meetings of the Xxxxx Family Committee and copies of all materials provided to or prepared by the Xxxxx Family Committee and (ii) have the right to attend and participate in all meetings of the Xxxxx Family Committee. For the avoidance of doubt, Xxxxx X. Xxxxx will not have a vote on the Xxxxx Family Committee. 2.11. It is acknowledged and agreed that the Members of the Xxxxx Family Committee in acting as such Members under this Agreement are acting solely in their capacity as stockholders of the Company and not as directors, officers, employees or agents of the Company. In so acting hereunder, such Members shall not have fiduciary duties to the other Members, the Company or any other stockholders of the Company.