Common use of TRANSITION COMMITTEE Clause in Contracts

TRANSITION COMMITTEE. Upon or prior to the Arrangement Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of two members from each of New Lionsgate and Starz. From and until the date that is two (2) years from the Arrangement Effective Time, 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. From and after the Arrangement Effective Time, 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 any of the Parties or any members of their respective Groups, 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 committee any of the monitoring and managing authority of the Transition Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 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 each of the applicable Parties. The Parties shall utilize the procedures set forth in Article VI to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Upon or prior Prior to the Arrangement Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of two members representatives from each of New Lionsgate Parent and StarzSpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the Parties. From and until the date that is two (2) years from the Arrangement Effective Time, the 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. From and after the Arrangement Effective Time, the 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 any of the Parties either Party or any members other member of their its respective GroupsGroup, 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 committee subcommittee any of the monitoring and managing authority powers of the Transition Committee; and Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommittees, subcommittee; and to (d) modify or reverse any such delegations. The Transition Committee shall establish initially follow the general procedures for and have the composition set forth on Schedule 2.16 in managing the responsibilities delegated to it under this Section 2.15 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 each of the applicable both Parties. The Parties shall utilize use the procedures set forth in Article VI VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Upon or prior Prior to the Arrangement Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of two an equal number of members from each of New Lionsgate Parent and StarzSpinCo. From and until the date that is two (2) years from the Arrangement Effective Time, the 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. From and after the Arrangement Effective Time, the 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 any of the Parties either Party or any members member of their its respective GroupsGroup, 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 committee any of the monitoring and managing authority powers of the Transition Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittees, subcommittees and to (d) modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.15 2.13, 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 each of the applicable both Parties. The Parties shall utilize the procedures set forth in Article VI VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

TRANSITION COMMITTEE. Upon or prior Prior to the Arrangement Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of two 2 members from each of New Lionsgate ▇▇▇▇▇▇▇ Controls and Starz2 members from Adient, which membership shall be as set forth on Schedule 2.14. From and until the date that is two (2) years from the Arrangement Effective Time, the 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. From and after the Arrangement Effective Time, the 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 or more members of the Transition Committee or one or more employees of any of the Parties either Party or any members member of their its respective GroupsGroup, 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 committee any of the monitoring and managing authority powers of the Transition Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittees, ; and to (d) modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.15 2.14, and may modify such procedures 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 each of the applicable both Parties. The Parties shall utilize the procedures set forth in Article VI VII to resolve any matters as to which the Transition Committee is not able to reach a decision.