Common use of TRANSITION COMMITTEE Clause in Contracts

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives from each of Parent and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the Parties. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such subcommittee any of the powers of the Transition Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommittee; and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the general procedures and have the composition set forth on Schedule 2.16 in managing the responsibilities delegated to it under this Section 2.16, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent Xxxxxx and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the PartiesAbbVie. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective GroupSubsidiaries, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees, and (d) to modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.14, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the Parties. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.13, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent Ventas and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the Parties. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.15, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. (a) Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent Kellanova and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the PartiesWKKC. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee any of the powers of the Transition Committee; Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.167.1(a), and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision. Unless otherwise agreed by the Parties, the Transition Committee shall be dissolved on the date that is two years and six months after the Effective Time. (b) Subject to Section 7.5, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Agreement (including regarding whether any Assets are WKKC Assets or Kellanova Assets, any Liabilities are WKKC Liabilities or Kellanova Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “Dispute”), shall provide written notice thereof to the Transition Committee (the “Initial Notice”). Following the delivery of the Initial Notice, the Transition Committee shall attempt to resolve the Dispute through the procedures it is empowered to adopt in accordance with Section 7.1(a). If the Transition Committee is unable for any reason to resolve a Dispute within ten (10) days after the delivery of the Initial Notice, the Parties shall enter into good-faith negotiations in accordance with Section 7.2 and Section 7.3.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives from each an equal number of Parent members designated by Baxter and SpinCoBaxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Baxter and Baxalta (in a level of seniority and representing such areas of functional responsibility as agreed between total number determined from time to time by the Parties). The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more an equal number of members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Grouprepresenting each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees, and (d) to modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.14, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by both PartiesBaxter and at least one member of the Transition Committee designated by Baxalta. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives 2 members from each of Parent Xxxxxxx Controls and SpinCo2 members from Adient, with a level of seniority and representing such areas of functional responsibility which membership shall be as agreed between the Partiesset forth on Schedule 2.14. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommitteesubcommittees; and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.14, and the Parties may modify such procedures and composition from time to time. The Parties may change the composition, authority and procedures of the Transition Committee by mutual written agreement after the Effective Time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed in writing by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the Parties. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee any of the powers of the Transition Committee; Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.14, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent Rayonier and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the Parties. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.14, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent eBay and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the PartiesPayPal. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one (1) or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommitteesubcommittees; and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.14, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Division Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each AWI and AFI, the number of Parent which shall be determined by the Parties from time to time. The Transition Committee may consist of both standing members and SpinCo, special members who are designated by the Parties from time to time who have technical or subject matter expertise with a level respect to specific issues or areas that may arise or be of seniority and representing such areas of functional responsibility as agreed between interest to the PartiesTransition Committee. The Transition Committee shall be responsible for monitoring and managing all matters related to, and for seeking to resolved any Disputes that arise under or in connection with, any of the transactions contemplated by the Plan of Division, this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its such Party’s respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.16, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members designated by Xxxxxx and SpinCo at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives from each of Parent and SpinCo, with SpinCo (in a level of seniority and representing such areas of functional responsibility as agreed between total number determined from time to time by the Parties). The initial members of the Transition Committee shall be the individuals specified on Schedule 5.10. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: authority, but not the obligation, to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more an equal number of members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Grouprepresenting each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees, and (d) to modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.165.10, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by both PartiesParent and at least one member of the Transition Committee designated by SpinCo. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent Vornado and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the PartiesUE. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one (1) or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees, and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.15, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent SPG and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the PartiesWPG. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one (1) or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees, and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.17, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent Xxxxxx and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the PartiesAbbVie. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective GroupSubsidiaries, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees, and (d) to modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.14 within thirty-five (35) days after the Effective Time. Each Party shall have a single vote on all matters considered by the Transition Committee or any subcommittee established by it, and the Parties may modify such procedures and composition from time to time. All all decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed approved by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members designated by Parent and SpinCo at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives from each of Parent and SpinCo, with SpinCo (in a level of seniority and representing such areas of functional responsibility as agreed between total number determined from time to time by the Parties). The initial members of the Transition Committee shall be the individuals specified on Schedule 5.10. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: authority, but not the obligation, to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more an equal number of members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Grouprepresenting each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees, and (d) to modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.165.10, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by both PartiesParent and at least one member of the Transition Committee designated by SpinCo. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties parties shall establish a transition committee (the “"Transition Committee”") that shall consist of representatives an equal number of members from each of Parent HyperScale and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the PartiesACC. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Related Agreements. The Transition Committee shall have the authority to: to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Related Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective GroupSubsidiaries, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittee; subcommittees, and (d) to modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.16, 4.9 and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Partiesparties. The Parties parties shall use utilize the procedures set forth in Article VII X to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives an equal number of members from each of Parent eBay and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the PartiesPayPal. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: to (a) establish one (1) or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; time; (b) delegate to any such subcommittee committee any of the powers of the Transition Committee; Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommitteesubcommittees; and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the establish general procedures and have the composition set forth on Schedule 2.16 in for managing the responsibilities delegated to it under this Section 2.162.14, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.