Common use of The XxXxxx Family Committee Clause in Contracts

The XxXxxx Family Committee. 2.1. The Stockholders hereby create a committee to exercise, to the extent and in the manner provided herein, certain voting, management and control powers over the Shares (the “XxXxxx Family Committee”), which shall initially consist of five members (each, individually, a “Member” and collectively the “Members”). 2.2. The Stockholders hereby designate Xxxxxxx XxXxxx, Xxxxxxxxxxx X. XxXxxx, Xxxx Xxxxx Xxxxxxx, Xxxxx X. XxXxxx, III, and Xxxxxxx X. XxXxxx as the initial Members, each of whom hereby accepts such designation and hereby agrees to act as a Member hereunder. In no event shall Xxxxx X. XxXxxx serve as a Member hereunder. 2.3. The XxXxxx Family Committee shall make all reasonable efforts to meet and discuss any matter to be voted on by the Stockholders prior to the taking of such vote. 2.4. Any Member acting hereunder may resign at any time and for any reason by a written notice delivered to each of the other Members. 2.5. In the event of the death, resignation or Incapacity of a Member or in the event of a court appointing a conservator, committee or guardian for a Member, such Member shall cease to serve on the XxXxxx Family Committee. 2.6. Each Sibling Member of the XxXxxx Family Committee may appoint a Qualified Successor to serve in his or her place. Should there be no person meeting the definition of Qualified Successor available to be designated by the Sibling Member, he or she may appoint his or her spouse or any other descendant of Xxxxx X. XxXxxx or of Xxxxxxxxxxx X. XxXxxx (an “Interim Successor”) to act in his or her place until such time as a Qualified Successor attains the requisite age to serve. Any such appointment of a Qualified or Interim Successor shall be made by an acknowledged written instrument delivered by the Sibling Member to Xxxxx X. XxXxxx or, if he is not living or is under an Incapacity, to each Member. Absent such a designation or should Xxxxx X. XxXxxx, or, in the event of his death or Incapacity, the XxXxxx Family Committee, determine for any reason that the designee of the Sibling Member is not suitable to be appointed to serve on the XxXxxx Family Committee, a different Qualified or Interim Successor, as the case may be, may be appointed by the XxXxxx Family Committee to act in place of such Sibling Member. If at any time there is no Qualified or Interim Successor to a Sibling Member or no Qualified or Interim Successor deemed pursuant to the prior sentence to be suitable to serve, then, unless and until a suitable Qualified or Interim Successor is appointed by the XxXxxx Family Committee, such Sibling Member shall have no successor and the XxXxxx Family Committee shall consist of the remaining Members. 2.7. It is acknowledged and agreed that the Members of the XxXxxx Family Committee in acting as such Members under this Agreement are acting solely in their capacity as parties having an interest in entities that are Stockholders 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 holders of Common Stock and may act in their sole discretion without any standard of reasonableness.