Common use of TRANSITION COMMITTEE Clause in Contracts

TRANSITION COMMITTEE. (a) Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from Kellanova and WKKC. 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. 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 or more members of the Transition Committee or one or more employees of either Party or any 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; 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a), and may modify such procedures 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. (a) 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 Baxter and Baxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from Kellanova time to time and WKKCtaking 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 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. 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 or more an equal number of members of the Transition Committee or one or more employees of either Party or any 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; (b) delegate to any such subcommittee committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)2.14, and may modify such procedures 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. 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. (a) Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from Kellanova Parent and WKKCSpinCo. 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. 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 or more members of the Transition Committee or one or more employees of either Party or any 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; 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)2.14, and may modify such procedures 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. (a) 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 ▇▇▇▇▇▇ and SpinCo at all times, with each Party having the right to replace the Transition Committee members delegated by it from Kellanova time to time and WKKCtaking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Parent and SpinCo (in a 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. The Transition Committee shall have the authority 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 or more an equal number of members of the Transition Committee or one or more employees of either Party or any 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; (b) delegate to any such subcommittee committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)5.10, and may modify such procedures 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. 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. (a) 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 Emergent and Aptevo at all times, with each Party having the right to replace the Transition Committee members delegated by it from Kellanova time to time and WKKCtaking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Emergent and Aptevo (in a 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. 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 or more an equal number of members of the Transition Committee or one or more employees of either Party or any 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; (b) delegate to any such subcommittee committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)2.14, and may modify such procedures 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 PartiesEmergent and at least one member of the Transition Committee designated by Aptevo. The Parties shall use utilize the procedures set forth in Article VII VIII 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. (a) Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from Kellanova Vornado and WKKCUE. 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. The Transition Committee shall have the authority 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 or more employees of either Party or any 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 committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)2.15, and may modify such procedures 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. 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. (a) Prior to the Division Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from Kellanova AWI and WKKCAFI, the number of which shall be determined by the Parties from time to time. The Transition Committee may consist of both standing members and special members who are designated by the Parties from time to time who have technical or subject matter expertise with respect to specific issues or areas that may arise or be of interest to the Transition 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. 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 or more members of the Transition Committee or one or more employees of either Party or any 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; (b) delegate to any such subcommittee committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)2.16, and may modify such procedures 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. 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. (a) Prior to From the Effective TimeDate of Execution until the Date of Merger, the Parties AZUL and TRIP shall establish form a transition committee committee, composed of [*****] (the “Transition Committee”) that shall consist ), being the Chairman of an equal number of members from Kellanova and WKKC. the Transition Committee appointed by [*****] The Transition Committee shall be responsible for monitoring implementing all necessary managerial premises and managing all matters related measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement), necessary for AZUL and TRIP to any benefit from the synergies arising out of the transactions contemplated Transaction, it being agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided by this Agreement or any Ancillary Agreementsthe Transaction shall only occur subject to the unanimous decision of the Transition Committee. 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 or more members extinct by mutual agreement of the Transition Committee Parties or one or more employees of either Party or any member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by on the Transition Committee from time to time; (b) delegate to any such subcommittee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a), and may modify such procedures 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 date on which the Transition Committee Airline Approval Certificate of TRIP or AZUL is not able to reach a decisioncancelled. 4.2.1. Unless otherwise agreed by After the PartiesDate of Merger, the Transition Committee shall continue to be dissolved on the date that is two years comprised of [*****], 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 shall continue being responsible for implementing all necessary managerial premises and measures (including regarding whether any Assets are WKKC Assets or Kellanova Assets, any Liabilities are WKKC Liabilities or Kellanova Liabilities or those requested for the validity, interpretation, breach or termination purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement or any Ancillary Agreement) (a “Dispute”)to integrate the companies and benefit from the synergies and cost reductions provided by the Transaction. After the Date of Merger, shall provide written notice thereof the matters related to the Transition Committee shall be discussed and decided by the majority of its members, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, such as the “Initial Notice”). Following approval by the delivery general shareholders’ meeting, and/or the board of directors, as the Initial Notice, case may be) for such decisions of the Transition Committee shall attempt to resolve be implemented as soon as possible. [*****] Confidential material redacted and filed separately with 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 Securities and Section 7.3Exchange Commission.

TRANSITION COMMITTEE. (ai) Prior As promptly as practicable after the Signing Date and to the Effective Timeextent not prohibited by applicable Law, the Parties Vendor and Buyer shall establish a transition committee (the “Transition Committee”) consisting of three (3) representatives designated by each of Vendor and Buyer. The activities of the Transition Committee shall include, to the extent not prohibited by applicable Law, the development of and agreement on joint transition plans and key milestones in preparation for uninterrupted operation of the Business after the Closing Date and the effectiveness of the Transition Services Agreement, the facilitation of the transfer of information between the Parties, the facilitation of the joint planning and coordination of the Parties in connection with Business separation and stand-up activities and such other matters as the Transition Committee deems appropriate. At all times after the date of this Agreement until the Closing (or the earlier termination of this Agreement as provided in Article 10), there shall be three (3) representatives of Buyer on the Transition Committee that shall consist be designated by Buyer as the primary contact person for Vendor at Buyer (the “Buyer Contacts”) and three (3) representatives of an equal number Vendor on the Transition Committee that shall be designated by Vendor as the primary contact person for Buyer at Vendor (the “Vendor Contacts”). The Buyer Contacts shall initially be the individuals set forth on Section 8.7 of members the Buyer Disclosure Schedule (and may be changed from Kellanova time to time by written notice from Buyer to Vendor) and WKKCthe Vendor Contacts shall initially be the individuals set forth on Section 8.7 of the Vendor Disclosure Schedule (and may be changed from time to time by written notice from Vendor to Buyer). The Transition Committee shall be responsible for monitoring shall: (i) meet on a regular basis (at least once per month) to facilitate the sharing of information concerning the Parties’ respective separation and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to transition plans (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreementse.g., with each such subcommittee comprised of one or more members of the Transition Committee or one or more employees of either Party or any 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 timecutovers); (bii) delegate to any determine (and Vendor shall provide) such subcommittee any of information regarding the powers of the Transition CommitteeVendor's and its Affiliates’ information technology and data systems as is reasonably required for Buyer's planning purposes; and (ciii) combineestablish a separation plan with milestones in order to assess the ability of the Business to operate without interruption after the Closing Date and, modify to the scope of responsibility ofextent any currently provided and necessary functionality not included as a service under the Transition Services Agreement is not functionally established prior to Closing, and disband any such subcommittee; and (d) modify or reverse any such delegationscoordinate its addition as an omitted service thereunder. The Transition Committee shall establish general procedures for managing an organization structure to support Separation activities to be undertaken in connection with the responsibilities delegated to it under this Section 7.1(a), and may modify such procedures from time to time. All decisions by Separation. (ii) To the extent the Transition Committee hereunder or as established under the Transition Services Agreement identifies any Intellectual Property owned by Vendor or any subcommittee thereof other Excluded AltaGas Affiliate that is used in and necessary for the ongoing operation of the Business, Buyer may request that Vendor grant a license in such Intellectual Property effective upon Closing and Vendor shall, acting reasonably and in good faith, consider such request and, provided it agrees such Intellectual Property is required by Buyer or any of the Conveyed Entities for the ongoing operation of the Business, it shall be procure, 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 Partiesupon Closing, the Transition Committee shall be dissolved on grant by each of the date applicable Excluded AltaGas Affiliates that is two years and six months after the Effective Time. owns such Intellectual Property a non-exclusive, perpetual, worldwide, assignable, royalty-free license (bwith right to sublicense) 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 in such Intellectual Property 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 7.3applicable Conveyed Entities that require such license.

TRANSITION COMMITTEE. (a) Prior As soon as practicable after the date of the Merger Agreement, Endo and HealthTronics agreed to the Effective Time, the Parties shall establish create a joint transition management committee (the “Transition Committee”) that shall consist consisting of an equal number two representatives from each of members from Kellanova Endo and WKKCHealthTronics as agreed by the Chief Executive Officers of Endo and HealthTronics. The Transition Committee shall will be responsible for monitoring organizing, developing, managing and managing implementing a transition plan for the prompt and efficient integration of the business organizations of Endo, HealthTronics and their respective subsidiaries, subject to the requirement that control of management, properties and assets of Endo and HealthTronics will at all matters times prior to the Effective Time remain under the control of their respective boards of directors. Reasonable Best Efforts. The Merger Agreement provides that each party will make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act (such report form, the “Report Form”) with respect to the transactions contemplated by the Merger Agreement and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other governmental entities under foreign competition laws relating to the transactions. The parties to the Merger Agreement agree to act in good faith and reasonably cooperate with the other parties in connection with any investigation of any governmental entity, including using reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice. Each party will give the other parties reasonable prior notice of any communication with, and any Table of Contents proposed understanding or agreement with, any governmental entity regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other parties to review and discuss in advance, and consider in good faith the views of the others in connection with, any proposed communication, understanding or agreement with any governmental entity with respect to the transactions contemplated by the Merger Agreement. None of the parties will independently participate in any meeting, or engage in any substantive conversation, with any governmental entity in respect of any filings or inquiry with respect to competition laws without giving the other parties prior notice of the meeting and, unless prohibited by such governmental entity, the opportunity to attend and/or participate. The parties will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any competition law. Without limiting the foregoing, HealthTronics and Endo will each use its reasonable best efforts: (i) to avoid the entry of any judgment that would restrain, prevent or delay the Closing; (ii) to eliminate every impediment under any competition law that may be asserted by any governmental entity so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than December 31, 2010); and (iii) vigorously to contest and resist any such action or proceeding, including any administrative or judicial action. The parties agree to use reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by the Merger Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from governmental entities and the making of all other necessary registrations and filings (including filings with governmental entities, if any), (ii) the obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Offer or the Merger that are necessary to consummate the Offer, the Merger and the transactions contemplated by the Merger Agreement, (iii) the preparation of the Proxy Statement and any other documents that may be required to be filed with the Commission, (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Merger Agreement, and (v) the providing of all such information concerning such party, its subsidiaries, its Affiliates and its subsidiaries’ and Affiliates’ officers, directors, employees and partners as may be reasonably requested in connection with any regulatory matters. Neither Endo nor Purchaser will take any action not required by law or the Merger Agreement if such action would (1) reasonably be expected to impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any governmental entity necessary to consummate the transactions contemplated by the Merger Agreement or the expiration or termination of any applicable waiting period, or would significantly increase the risk of any governmental entity entering an order prohibiting or impeding the consummation of the transactions contemplated by the Merger Agreement, or otherwise would reasonably be expected to materially delay or impair the consummation of such transactions, and (2) was taken by Endo or Purchaser with the primary purpose of causing one or more of the effects set forth in clause (1). Notwithstanding the foregoing obligations, neither HealthTronics nor Endo will be required in order to resolve any objections asserted under competition laws by any governmental entity with respect to any of the transactions contemplated by this the Merger Agreement to divest any of its businesses, product lines or assets, or take or agree to take any other action or agree to any limitation or restriction if such action (i) would, or would reasonably be expected to, materially and adversely affect HealthTronics and the HealthTronics Entities, taken as a whole, (ii) would, or would reasonably be expected to, materially impair the benefits sought to be derived by Endo from the transactions contemplated by the Merger Agreement (taking into account, among other things, effects on the assets, business and operations and relationships of both Endo and its subsidiaries and of HealthTronics and the HealthTronics Entities), or (iii) causes Endo to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of any material operations, divisions, businesses, product lines, customers or assets of Endo or its subsidiaries, or any Ancillary Agreementsother actions that may materially limit Endo’s freedom of action with respect to, or its ability to retain, any of its subsidiaries, material operations, divisions, businesses, product lines, customers or assets. The Transition Committee shall have No Solicitation. None of HealthTronics, the authority to HealthTronics Entities, or any of their respective representatives will, directly or indirectly, (ai) establish one solicit, initiate or more subcommittees from time to time encourage, or take any other action designed to, or which would Table of Contents reasonably be expected to, facilitate, any Company Takeover Proposal (as it deems appropriate defined below), or as may be described (ii) enter into, continue or otherwise participate in any Ancillary Agreementsdiscussions or negotiations regarding, or furnish to any entity any information with each such subcommittee comprised respect to, or access to the properties, books or records of one or more members of the Transition Committee or one or more employees of either Party HealthTronics or any member of its respective GroupHealthTronics Entity in connection with, or otherwise cooperate with, any proposal that constitutes, or would reasonably be expected to lead to, any Company Takeover Proposal. HealthTronics will, and each such subcommittee having such scope of responsibility as may will cause the HealthTronics Entities and their respective representatives to, immediately cease and cause to be determined by the Transition Committee from time to time; (b) delegate terminated all existing discussions or negotiations with any entity conducted with respect to any such subcommittee proposal that constitutes, or would reasonably expected to lead to, any Company Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished. Notwithstanding the powers foregoing, at any time prior to the Offer Closing, in response to a bona fide written Company Takeover Proposal that the HealthTronics board in good faith determines (after consultation with outside counsel and a financial advisor of the Transition Committee; and nationally recognized reputation) constitutes, or would reasonably expected to lead to, a Superior Proposal (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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(aas defined below), and may modify such procedures 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 Company Takeover Proposal was not able to reach a decision. Unless otherwise agreed by the Parties, the Transition Committee shall be dissolved on solicited after the date that is two years and six months of the Merger Agreement, was made after the Effective Time. date of the Merger Agreement and did not otherwise result from a breach of the solicitation provisions of the Merger Agreement, HealthTronics may, if a majority of the HealthTronics board determines (bafter consultation with outside counsel) Subject that it is necessary to Section 7.5take such actions in order to comply with its fiduciary duties to HealthTronics’ shareholders, either Party seeking resolution of any dispute, controversy or claim arising out of or relating and subject 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 compliance with all no solicitation provisions and after giving Endo written notice thereof of such determination, (x) furnish information with respect to HealthTronics and the HealthTronics Entities to the Transition Committee entity making such Company Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement (which agreement will include a customary “standstill” or similar covenant) not less restrictive of such entity than the “Initial Notice”). Following confidentiality agreement that HealthTronics entered into with Endo; provided that (1) all such information has previously been provided to Endo or is provided to Endo prior to the delivery time it is provided to such entity and (2) such customary confidentiality agreement expressly provides the right for HealthTronics to comply with the terms of the Initial NoticeMerger Agreement, and (y) participate in discussions or negotiations with 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 entity making such Company Takeover Proposal (10and its representatives) days after the delivery of the Initial Notice, the Parties shall enter into good-faith negotiations in accordance with Section 7.2 and Section 7.3regarding such Company Takeover Proposal.

TRANSITION COMMITTEE. (a) Prior to the Effective Time, the Parties parties shall establish a transition committee (the “"Transition Committee”") that shall consist of an equal number of members from Kellanova HyperScale and WKKCACC. 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 Related 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 Related Agreements, with each such subcommittee comprised of one or more members of the Transition Committee or one or more employees of either Party or any 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; (b) delegate to any such subcommittee committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a), 4.9 and may modify such procedures 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. 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. (a) 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 Emergent and Aptevo at all times, with each Party having the right to replace the Transition Committee members delegated by it from Kellanova time to time and WKKCtaking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Emergent and Aptevo (in a 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. 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 or more an equal number of members of the Transition Committee or one or more employees of either Party or any 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; (b) delegate to any such subcommittee committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)2.14, and may modify such procedures 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 PartiesEmergent and at least one member of the Transition Committee designated by Aptevo. The Parties shall use utilize the procedures set forth in Article VII VIII 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. (a) Prior to From the Effective TimeDate of Execution until the Date of Merger, the Parties AZUL and TRIP shall establish form a transition committee committee, composed of [*****] (the “Transition Committee”) that shall consist ), being the Chairman of an equal number of members from Kellanova and WKKCthe Transition Committee appointed by [*****]. The Transition Committee shall be responsible for monitoring implementing all necessary managerial premises and managing all matters related measures (including those requested for the purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement), necessary for AZUL and TRIP to any benefit from the synergies arising out of the transactions contemplated Transaction, it being agreed that all resolutions shall be passed based on unanimity. During the operation of the Transition Committee, AZUL Holding and TRIP will maintain their operational and managerial independence, and synergies and cost reductions eventually provided by this Agreement or any Ancillary Agreementsthe Transaction shall only occur subject to the unanimous decision of the Transition Committee. 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 or more members extinct by mutual agreement of the Transition Committee Parties or one or more employees of either Party or any member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by on the Transition Committee from time to time; (b) delegate to any such subcommittee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a), and may modify such procedures 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 date on which the Transition Committee Airline Approval Certificate of TRIP or AZUL is not able to reach a decisioncancelled. 4.2.1. Unless otherwise agreed by After the PartiesDate of Merger, the Transition Committee shall continue to be dissolved on the date that is two years comprised of [*****], 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 shall continue being responsible for implementing all necessary managerial premises and measures (including regarding whether any Assets are WKKC Assets or Kellanova Assets, any Liabilities are WKKC Liabilities or Kellanova Liabilities or those requested for the validity, interpretation, breach or termination purposes of compliance with the provisions of Sections 9.5 and 9.6 of this Agreement or any Ancillary Agreement) (a “Dispute”)to integrate the companies and benefit from the synergies and cost reductions provided by the Transaction. After the Date of Merger, shall provide written notice thereof the matters related to the Transition Committee shall be discussed and decided by the majority of its members, and in case of a deadlock, the [*****] shall have a casting vote. AZUL Holding, TRIP, and TRIP’s Shareholders shall take all actions necessary and sufficient (including, but not limited to, corporate related actions, such as the “Initial Notice”). Following approval by the delivery general shareholders’ meeting, and/or the board of directors, as the Initial Notice, case may be) for such decisions of the Transition Committee shall attempt to resolve be implemented as soon as possible. [*****] Confidential material redacted and filed separately with 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 Securities and Section 7.3Exchange Commission.

TRANSITION COMMITTEE. (a) Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from Kellanova eBay and WKKCPayPal. 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. The Transition Committee shall have the authority 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 or more members of the Transition Committee or one or more employees of either Party or any 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 committee any of the powers of the Transition Committee; and (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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)2.14, and may modify such procedures 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. 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. (a) Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from Kellanova ▇▇▇▇▇▇ and WKKCAbbVie. 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. 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 or more members of the Transition Committee or one or more employees of either Party or any 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; (b) delegate to any such subcommittee committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)2.14 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 may modify such procedures 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. 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. (a) Prior Immediately upon the execution of this Agreement, the Seller shall designate certain of its respective employees as "Liaisons." During the period from the date of this Agreement to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from Kellanova and WKKC. 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. The Transition Committee shall have the authority to Seller's Liaisons will (a) establish confer on a regular and continued basis with representatives of the Buyer to report on (i) the general status of the ongoing operations of the Seller and its subsidiaries, (ii) the status of, and the action proposed to be taken with respect to, those loans held by the Seller or any of its subsidiaries which, either individually or in combination with one or more subcommittees from time other loans to time as it deems appropriate or as may be described in any Ancillary Agreementsthe same borrower thereunder, with each such subcommittee comprised have an aggregate outstanding principal amount of one $1,000,000 or more members and are classified or non-performing assets, (iii) the status of, and the action proposed to be taken with respect to, foreclosed property and OREO and (iv) the status of the Transition Committee or one or more employees development and implementation of either Party or any member of its respective Groupa system conversion plan, which shall begin promptly after the date hereof, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate communicate with respect to any such subcommittee any the manner in which the business of the powers Seller and its subsidiaries are conducted and the disposition of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a), and may modify such procedures 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 certain assets after the Effective Time. (b) Subject , the type and mix of products and services, personnel matters, branch alignment, branch closings, the granting of credit, and problem loan management, reserve adequacy and accounting. In order to Section 7.5facilitate the foregoing, either Party seeking resolution the Seller and the Buyer shall promptly establish a transition committee, which will be led by a representative of any disputethe Buyer and which will meet on a regular basis to discuss these matters and may establish sub-committees from time-to-time to pursue various issues. In addition, 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 during the validity, interpretation, breach or termination period from the date of this Agreement or to the Effective Time, within two (2) business days after the Seller Bank delivers to the members of any Ancillary Agreement) (a “Dispute”)of its credit committees applicable information and reports for the next upcoming meeting of such committee, the Seller shall provide written notice thereof to a representative designated by the Buyer access to the Transition Committee (same information and reports as are provided to the “Initial Notice”)Seller Bank's credit committee members with respect to new loans or renewals thereof and extensions of credit proposed to be made by the Seller Bank in excess of $1,000,000. Following The representative designated by the delivery Buyer shall also be allowed to attend any of the Initial NoticeSeller Bank's credit committee meetings for all loans or loan renewals and be a non-voting observer thereof. The Seller, if requested by the Transition Committee Buyer, will assist the Buyer to prepare to sell a portion of its single family residential mortgage loans and mortgage loan servicing rights following the Effective Time; provided, that Buyer shall attempt to resolve indemnify the Dispute through Seller and its subsidiaries for any fees, expenses and charges incurred by Seller in connection therewith if the procedures it Merger is empowered to adopt not consummated in accordance with Section 7.1(a)the terms of this Agreement. If Moreover, to facilitate the Transition Committee is unable for any reason to resolve a Dispute within ten (10) days after the delivery transactions contemplated herein, immediately upon execution of the Initial Noticethis Agreement, the Parties shall enter into good-faith negotiations in accordance Seller will designate a Senior Vice President to assist Buyer with Section 7.2 interim operating and Section 7.3conversion matters.

TRANSITION COMMITTEE. (a) 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 Kellanova time to time and WKKCtaking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Parent and SpinCo (in a 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. The Transition Committee shall have the authority 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 or more an equal number of members of the Transition Committee or one or more employees of either Party or any 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; (b) delegate to any such subcommittee committee any of the powers of the Transition 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 establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a)5.10, and may modify such procedures 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. 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.