Common use of Transaction Committee Clause in Contracts

Transaction Committee. (a) In order to facilitate the consummation of the transactions contemplated by this Agreement on a timely basis, including the preparation and negotiation of the Ancillary Agreements, the separation of the Shared Business Contracts contemplated by Section 6.6, and the transfer of the Acquired Assets and the assumption of the Assumed Liabilities at Closing, prior to the Closing, Buyer Parent and Seller Parent shall establish a committee (the “Transaction Committee”) to be managed by Xxxxx Xxxxxxxx of Buyer Parent and Xxx Xxxxxxx of Seller Parent, with such other members as they shall mutually agree, which Transaction Committee shall have responsibility for (i) coordinating and directing the efforts of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, (B) the separation of the Shared Business Contracts contemplated by Section 6.6, subject to Section 6.2, (C) obtaining all Consents, Permits and Regulatory Registrations from third-parties that are necessary or desirable in connection with the consummation of the Transactions, and (D) coordinating and directing the efforts of the Parties with respect to obtaining the Debt Financing in accordance with Section 9.4 and Section 9.5, (ii) overseeing the transition team established pursuant to Section 6.3(b) and the related process of identifying services to be provided by the Parties following Closing, (iii) communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby (other than any actions of Seller Parent taken in respect of a Company Proposal), and (iv) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby, including transitional plans of the Buyer Group and the Seller Group following the Closing, to the extent not in violation of applicable Laws, including Laws regarding the exchange of information and other laws regarding competition. (b) If the Parties disagree upon any matter subject to the oversight of the Transaction Committee, the members of the Transaction Committee shall work together in good faith to resolve the disagreement in a mutually acceptable manner. In the event that the Transaction Committee is unable to resolve such disagreement in a timely manner, and in any event within 5 days of written notice of such disagreement by one Party to the other, the matter in dispute shall be elevated to Xxxxx Xxxxxxxx of Buyer Parent and Xxx Xxxxxxx of Seller Parent for further good faith discussion, and, if they are unable to resolve such disagreement within an additional 5 days, to the Chief Executive Officers of each of Buyer Parent and Seller Parent. During the course of all such discussions, the Parties shall cooperate with each other and all reasonable requests made by one Party to the other for information, including requests for copies of relevant documents, will be honored. In the event that any disagreement is not resolved by the Parties within 15 days following delivery of the written notice mentioned above, the Parties may seek any remedies to which they may be entitled in accordance with the terms of this Agreement, provided that nothing herein shall prevent either Party from initiating proceedings in accordance with this Agreement if such Party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the disagreement through negotiation or if the consummation of the Transactions would reasonably be expected to be delayed. In the event that any proceeding is commenced under this Section 6.9(b), the Parties agree to continue to attempt to work in good faith to resolve any disagreement according to the terms of this Section 6.9 during the course of such proceeding.

Transaction Committee. (a) In order to facilitate the consummation of the transactions contemplated by this Agreement on a timely basis, including the preparation and negotiation of the Ancillary Agreements, the separation of the Shared Business Contracts contemplated by Section 6.6, and the transfer of the Acquired Assets and the assumption of the Assumed Liabilities at Closing, prior to the Closing, Buyer Parent and Seller Parent shall establish a committee (the “Transaction Committee”) to be managed by Xxxxx Sxxxx Xxxxxxxx of Buyer Parent and Xxx Bxx Xxxxxxx of Seller Parent, with such other members as they shall mutually agree, which Transaction Committee shall have responsibility for (i) coordinating and directing the efforts of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, (B) the separation of the Shared Business Contracts contemplated by Section 6.6, subject to Section 6.2, (C) obtaining all Consents, Permits and Regulatory Registrations from third-parties that are necessary or desirable in connection with the consummation of the Transactions, and (D) coordinating and directing the efforts of the Parties with respect to obtaining the Debt Financing in accordance with Section 9.4 and Section 9.5, (ii) overseeing the transition team established pursuant to Section 6.3(b) and the related process of identifying services to be provided by the Parties following Closing, (iii) communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby (other than any actions of Seller Parent taken in respect of a Company Proposal), and (iv) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby, including transitional plans of the Buyer Group and the Seller Group following the Closing, to the extent not in violation of applicable Laws, including Laws regarding the exchange of information and other laws regarding competition. (b) If the Parties disagree upon any matter subject to the oversight of the Transaction Committee, the members of the Transaction Committee shall work together in good faith to resolve the disagreement in a mutually acceptable manner. In the event that the Transaction Committee is unable to resolve such disagreement in a timely manner, and in any event within 5 days of written notice of such disagreement by one Party to the other, the matter in dispute shall be elevated to Xxxxx Sxxxx Xxxxxxxx of Buyer Parent and Xxx Bxx Xxxxxxx of Seller Parent for further good faith discussion, and, if they are unable to resolve such disagreement within an additional 5 days, to the Chief Executive Officers of each of Buyer Parent and Seller Parent. During the course of all such discussions, the Parties shall cooperate with each other and all reasonable requests made by one Party to the other for information, including requests for copies of relevant documents, will be honored. In the event that any disagreement is not resolved by the Parties within 15 days following delivery of the written notice mentioned above, the Parties may seek any remedies to which they may be entitled in accordance with the terms of this Agreement, provided that nothing herein shall prevent either Party from initiating proceedings in accordance with this Agreement if such Party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the disagreement through negotiation or if the consummation of the Transactions would reasonably be expected to be delayed. In the event that any proceeding is commenced under this Section 6.9(b), the Parties agree to continue to attempt to work in good faith to resolve any disagreement according to the terms of this Section 6.9 during the course of such proceeding.. OC\1994682.10

Transaction Committee. (a) In order to facilitate From the consummation date hereof until the Effective Time, a committee of the transactions contemplated by this Agreement on a timely basis, including the preparation and negotiation Board of the Ancillary Agreements, the separation of the Shared Business Contracts contemplated by Section 6.6, and the transfer of the Acquired Assets and the assumption of the Assumed Liabilities at Closing, prior to the Closing, Buyer Parent and Seller Parent shall establish a committee Directors (the “Transaction Committee”) to initially comprised of those members of the Board of Directors set forth on Section 6.05 of the Company Disclosure Schedule shall be managed by Xxxxx Xxxxxxxx of Buyer Parent and Xxx Xxxxxxx of Seller Parent, with such other members as they shall mutually agree, which Transaction Committee shall have responsibility responsible for overseeing (i) coordinating actions taken by the Company and directing the efforts of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, (B) the separation of the Shared Business Contracts contemplated by Section 6.6, subject to Section 6.2, (C) obtaining all Consents, Permits and Regulatory Registrations from third-parties that are necessary or desirable its Subsidiaries in connection with the consummation of the Transactions, and (D) coordinating and directing the efforts of the Parties with respect to obtaining the Debt Financing in accordance with Section 9.4 Required Antitrust Regulatory Filings/Approvals and Section 9.5the Required Insurance Regulatory Filings/Approvals, (ii) overseeing the transition team established pursuant to Section 6.3(b) and administration of the related process of identifying services to be provided by the Parties following ClosingRetention Plan, (iii) communications, public relations and investor relations strategy and approach the performance of the Parties regarding Company’s obligations under this Agreement and the transactions contemplated hereby (other than any actions of Seller Parent taken in respect of a Company Proposal), and (iv) overseeing all other business actions taken by the Company and operational matters relating to this Agreement its Subsidiaries in furtherance of completing the Mergers (collectively, the “Specified Transaction Matters”). The Transaction Committee shall initially designate Xxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxx and Xxx Xxxxx as the transactions contemplated hereby, including transitional plans Company executives responsible for execution of the Buyer Group Specified Transaction Matters, and the Seller Group following the ClosingMessrs. Xxxxxx, Xxxxxx and Xxxxx and Ms. Xxxxx shall report directly to the extent not in violation of applicable Laws, including Laws regarding the exchange of information and other laws regarding competition. (b) If the Parties disagree upon any matter subject to the oversight of the Transaction Committee, the members of the Transaction Committee shall work together in good faith with respect to resolve the disagreement in a mutually acceptable mannersuch Specified Transaction Matters. In the event that the Transaction Committee is unable a senior executive of Parent desires to resolve such disagreement in a timely manner, and in discuss any event within 5 days of written notice of such disagreement by one Party issue or matter arising from or related to the otherSpecified Transaction Matters with the Company, they should consider Messrs. Xxxxxx, Xxxxxx and Xxxxx and Ms. Xxxxx to be the designated contact persons of the Company for the purposes of discussing any such issues or matters; provided that, for the avoidance of doubt, the matter in dispute foregoing shall be elevated to Xxxxx Xxxxxxxx not relieve any of Buyer Parent and Xxx Xxxxxxx of Seller Parent for further good faith discussion, and, if they are unable to resolve such disagreement within an additional 5 days, to the Chief Executive Officers of each of Buyer Parent and Seller Parent. During the course of all such discussions, the Parties shall cooperate with each other and all reasonable requests made Merger Subs or the Company from any obligation to provide any notice otherwise required by one Party to the other for information, including requests for copies of relevant documents, will be honored. In the event that any disagreement is not resolved by the Parties within 15 days following delivery of the written notice mentioned above, the Parties may seek any remedies to which they may be entitled this Agreement in accordance with the terms of this Agreement, provided that nothing herein shall prevent either Party from initiating proceedings in accordance with this Agreement if such Party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the disagreement through negotiation or if the consummation of the Transactions would reasonably be expected to be delayed. In the event that any proceeding is commenced under this Section 6.9(b), the Parties agree to continue to attempt to work in good faith to resolve any disagreement according to the terms of this Section 6.9 during the course of such proceeding11.01.

Transaction Committee. (a) In order to facilitate the consummation The Board will designate a committee of the transactions contemplated by this Agreement on a timely basis, including the preparation and negotiation of the Ancillary Agreements, the separation of the Shared Business Contracts contemplated by Section 6.6, and the transfer of the Acquired Assets and the assumption of the Assumed Liabilities at Closing, prior to the Closing, Buyer Parent and Seller Parent shall establish a committee Board (the “Transaction Committee”) to be managed by Xxxxx Xxxxxxxx of Buyer Parent and Xxx Xxxxxxx of Seller Parent, with such other members as they shall mutually agree), which Transaction Committee shall have responsibility for will be composed of (i) coordinating and directing the efforts two GC Industrial Directors, each of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, (B) the separation of the Shared Business Contracts contemplated by Section 6.6, subject to Section 6.2, (C) obtaining all Consents, Permits and Regulatory Registrations from third-parties that are necessary or desirable in connection with the consummation of the Transactions, and (D) coordinating and directing the efforts of the Parties with respect to obtaining the Debt Financing in accordance with Section 9.4 and Section 9.5, (ii) overseeing the transition team established pursuant to Section 6.3(b) and the related process of identifying services to whom shall be provided by the Parties following Closing, (iii) communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby (other than any actions of Seller Parent taken in respect of a Company Proposal), and (iv) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby, including transitional plans of the Buyer Group and the Seller Group following the Closing, to the extent not in violation of applicable Laws, including Laws regarding the exchange of information and other laws regarding competition. (b) If the Parties disagree upon any matter subject to the oversight voting member of the Transaction Committee, (ii) two Tiger Directors, each of whom shall be a voting member of the Transaction Committee, and (iii) so long as Xxxx Xxxxxxxxxx serves as a Washington Director, Xxxx Xxxxxxxxxx, who shall be a non-voting member of the Transaction Committee; provided, however, that in the event that Tiger ceases to have any right to designate any Tiger Directors, the Transaction Committee will consist only of GC Industrial Directors in such number as the GC Industrial Member may determine from time to time in its sole discretion. The initial members of the Transaction Committee are set forth on Exhibit F. So long as Xxxx Xxxxxxxxxx serves as a Washington Director and as a non-voting member of the Transaction Committee, he shall, subject to execution by Xxxx Xxxxxxxxxx of a confidentiality agreement in favor of the Company, in form and substance reasonably agreeable to the Company and Xxxx Xxxxxxxxxx, which confidentiality agreement shall work together be consistent with Section 7.02 hereof, be entitled to (1) receive notice of Transaction Committee meetings and actions taken by written consent of the Transaction Committee and receive copies of all written materials distributed to members of the Transaction Committee (as part of such notice or otherwise) in good faith connection with any such meeting or written consent prepared by (A) the Company, (B) members of the Transaction Committee or (C) third parties at the request of the Company pertaining to resolve existing and potential Container Investment Opportunities (as defined in the disagreement Right of First Refusal Agreement) and Container Vessel Business Acquisition Opportunities (as defined in the Right of First Refusal Agreement) and related charter and financing arrangements to the extent such materials are to be discussed or considered at any meeting of the Transaction Committee to which any such notice relates or provided in connection with consideration of a mutually proposed written consent (the “Transaction Committee Meeting Materials”), in each case, at the same time as such notice or action, and any related materials distributed for such meeting or action, are provided to all other Transaction Committee members, and (2) attend, as a non-voting member, meetings of the Transaction Committee; provided, that, notwithstanding the confidentiality agreement described in the immediately preceding sentence, Xxxx Xxxxxxxxxx shall be permitted to disclose the Transaction Committee Meeting Materials to Seaspan Corporation following execution by Seaspan Corporation of a confidentiality agreement in favor of the Company in form and substance reasonably acceptable mannerto the Company, which confidentiality agreement shall (i) be consistent with Section 7.02 hereof and (ii) prohibit the use of the Transaction Committee Meeting Materials by Seaspan Corporation and its Affiliates, other than in connection with the evaluation by Seaspan Corporation and its Affiliates of the investment by the Seaspan Member in the Company and the exercise and enforcement of the rights of the Seaspan Member under this Agreement and the rights of Seaspan Corporation under the ROFR Agreement. The Transaction Committee will be primarily responsible for evaluating the purchase, newbuild contracting, chartering, financing and technical management of new and existing Investments, consistent with this Agreement. For the avoidance of doubt, the Transaction Committee shall be primarily responsible (on behalf of the relevant Company Group Member) for (A) reviewing and approving each Vessel Budget (as defined in the Technical and Commercial Management Agreement), including the form thereof, (B) reviewing and approving any subcontracts of Management Services (as defined in the Technical and Commercial Management Agreement) and Construction Supervision Services (as defined in the Technical and Commercial Management Agreement) to Affiliates of the Manager (as defined in the Technical and Commercial Management Agreement) or third parties, including the terms and conditions of such subcontracts to third parties and (C) authorizing the Manager to negotiate newbuild contracts and contracts to make Investments. In the event that the Company desires any Company Group Member to engage or appoint any Entity (other than a Manager Entity or an Affiliate of a Manager Entity) to provide any services to such Company Group Member in connection with any transaction with respect to which a Manager Entity would be entitled to a Charter Commission (as defined in the Strategic Services Agreement) then the Company shall obtain the Transaction Committee’s prior consent to such engagement or appointment; provided, however, that (x) for any such engagement where the Manager Entity would be entitled to a Management Fee, the Manager Entity shall be reasonably involved in the selection and engagement of such Entity and (y) the Company shall cause such Entity to reasonably coordinate with the Manager Entity in connection with the provision of such services. For the purpose of determining the Transaction Fee under the Strategic Services Agreement or the Carlyle Consulting Services Agreement, the fair market value of any non-cash consideration payable to or from any Company Group Member pursuant to any Purchase or Sale Contract or New Build Contract (each as defined in the Strategic Services Agreement and the Carlyle Consulting Services Agreement, as applicable) shall be determined by the Transaction Committee is unable to resolve such disagreement in a timely manner, and in any event within 5 days of written notice of such disagreement by one Party to the other, the matter in dispute shall be elevated to Xxxxx Xxxxxxxx of Buyer Parent and Xxx Xxxxxxx of Seller Parent for further good faith discussion, and, if they are unable to resolve such disagreement within an additional 5 days, to the Chief Executive Officers of each of Buyer Parent and Seller Parentfaith. During the course of all such discussions, the Parties shall cooperate with each other and all reasonable requests made by one Party to the other for information, including requests for copies of relevant documents, will be honored. In the event that any disagreement is not resolved by the Parties within 15 days following delivery All decisions of the written notice mentioned above, Transaction Committee will require the Parties may seek any remedies to which they may be entitled in accordance with the terms of this Agreement, provided that nothing herein shall prevent either Party from initiating proceedings in accordance with this Agreement if such Party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the disagreement through negotiation unanimous vote or if the consummation consent of the Transactions would reasonably be expected to be delayed. In the event that any proceeding is commenced under this Section 6.9(b), the Parties agree to continue to attempt to work in good faith to resolve any disagreement according to the terms voting members of this Section 6.9 during the course of such proceeding.the

Transaction Committee. (a) In order to facilitate From the consummation date hereof until the Effective Time, a committee of the transactions contemplated by this Agreement on a timely basis, including the preparation and negotiation Board of the Ancillary Agreements, the separation of the Shared Business Contracts contemplated by Section 6.6, and the transfer of the Acquired Assets and the assumption of the Assumed Liabilities at Closing, prior to the Closing, Buyer Parent and Seller Parent shall establish a committee Directors (the “Transaction Committee”) to initially comprised of those members of the Board of Directors set forth on Section 6.05 of the Company Disclosure Schedule shall be managed by Xxxxx Xxxxxxxx of Buyer Parent and Xxx Xxxxxxx of Seller Parent, with such other members as they shall mutually agree, which Transaction Committee shall have responsibility responsible for overseeing (i) coordinating actions taken by the Company and directing the efforts of the Parties with respect to (A) the preparation, negotiation and finalization of the Ancillary Agreements, (B) the separation of the Shared Business Contracts contemplated by Section 6.6, subject to Section 6.2, (C) obtaining all Consents, Permits and Regulatory Registrations from third-parties that are necessary or desirable its Subsidiaries in connection with the consummation of the Transactions, and (D) coordinating and directing the efforts of the Parties with respect to obtaining the Debt Financing in accordance with Section 9.4 Required Antitrust Regulatory Filings/Approvals and Section 9.5the Required Insurance Regulatory Filings/Approvals, (ii) overseeing the transition team established pursuant to Section 6.3(b) and administration of the related process of identifying services to be provided by the Parties following ClosingRetention Plan, (iii) communications, public relations and investor relations strategy and approach the performance of the Parties regarding Company’s obligations under this Agreement and the transactions contemplated hereby (other than any actions of Seller Parent taken in respect of a Company Proposal), and (iv) overseeing all other business actions taken by the Company and operational matters relating to this Agreement its Subsidiaries in furtherance of completing the Mergers (collectively, the “Specified Transaction Matters”). The Transaction Committee shall initially designate Xxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxx and Xxx Xxxxx as the transactions contemplated hereby, including transitional plans Company executives responsible for execution of the Buyer Group Specified Transaction Matters, and the Seller Group following the ClosingMessrs. Xxxxxx, Xxxxxx and Xxxxx and Ms. Xxxxx shall report directly to the extent not in violation of applicable Laws, including Laws regarding the exchange of information and other laws regarding competition. (b) If the Parties disagree upon any matter subject to the oversight of the Transaction Committee, the members of the Transaction Committee shall work together in good faith with respect to resolve the disagreement in a mutually acceptable mannersuch Specified Transaction Matters. In the event that the Transaction Committee is unable a senior executive of Parent desires to resolve such disagreement in a timely manner, and in discuss any event within 5 days of written notice of such disagreement by one Party issue or matter arising from or related to the otherSpecified Transaction Matters with the Company, they should consider Messrs. Xxxxxx, Xxxxxx and Xxxxx and Ms. Xxxxx to be the designated contact persons of the Company for the purposes of discussing any such issues or matters; provided that, for the avoidance of doubt, the matter in dispute foregoing shall be elevated to Xxxxx Xxxxxxxx not relieve any of Buyer Parent and Xxx Xxxxxxx of Seller Parent for further good faith discussion, and, if they are unable to resolve such disagreement within an additional 5 days, to the Chief Executive Officers of each of Buyer Parent and Seller Parent. During the course of all such discussions, the Parties shall cooperate with each other and all reasonable requests made Merger Subs or the Company from any obligation to provide any notice otherwise required by one Party to the other for information, including requests for copies of relevant documents, will be honored. In the event that any disagreement is not resolved by the Parties within 15 days following delivery of the written notice mentioned above, the Parties may seek any remedies to which they may be entitled this Agreement in accordance with the terms of this Agreement, provided that nothing herein shall prevent either Party from initiating proceedings in accordance with this Agreement if such Party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the disagreement through negotiation or if the consummation of the Transactions would reasonably be expected to be delayed. In the event that any proceeding is commenced under this Section 6.9(b), the Parties agree to continue to attempt to work in good faith to resolve any disagreement according to the terms of this Section 6.9 during the course of such proceeding‎Section 11.01.