Common use of Transition Management Committee Clause in Contracts

Transition Management Committee. (a) Between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with Article VIII, Company Y and Company T shall form a transition management committee consisting of one representative selected by Company T and one by Company Y (the “Transition Management Committee”). Each member of the Transition Management Committee will report directly to the board of directors of the company that selected such person. (b) The Transition Management Committee is intended to support the efforts of the Parties to this Agreement in planning and supporting implementation of the integration of the businesses of Company Y and Company T and their respective Subsidiaries. In particular and subject to applicable Law, these responsibilities include, but shall not be limited to, the following: (i) facilitating Company Y’s access to information regarding the operations of Company T and its Subsidiaries with the goal of ensuring that Company Y has sufficient visibility into Company T’s businesses and operations to permit the coordination of the Parties’ related operations on a timely basis in an effort to accelerate to the earliest time practicable after the Effective Time the realization of synergies, operating efficiencies and other benefits expected to be realized by the Parties as a result of the transactions contemplated by this Agreement; (ii) ensuring that the business and operations of Company T are conducted in the best long term interests of Company T; (iii) acting as a locus of discussion concerning matters relating to transition planning including, but not limited to, employee matters and business matters; and (iv) coordinating the communications, public relations and investor relations strategy regarding the Merger and the other transactions contemplated by this Agreement. (c) Consistent with their duties under Section 6.5 of this Agreement, each of the Parties hereto will cooperate with the Transition Management Committee to support and give effect to its efforts in the areas of its responsibility. Any action or request by the Transition Management Committee shall be unanimously approved in writing by each member of the Transition Management Committee.

Transition Management Committee. (a) Between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with Article VIII, Company Y and Company T shall form a transition management committee consisting of one representative selected by Company T and one by Company Y (the “"Transition Management Committee”"). Each member of the Transition Management Committee will report directly to the board of directors of the company that selected such person. (b) The Transition Management Committee is intended to support the efforts of the Parties to this Agreement in planning and supporting implementation of the integration of the businesses of Company Y and Company T and their respective Subsidiaries. In particular and subject to applicable Law, these responsibilities include, but shall not be limited to, the following: (i) facilitating Company Y’s 's access to information regarding the operations of Company T and its Subsidiaries with the goal of ensuring that Company Y has sufficient visibility into Company T’s 's businesses and operations to permit the coordination of the Parties’ ' related operations on a timely basis in an effort to accelerate to the earliest time practicable after the Effective Time the realization of synergies, operating efficiencies and other benefits expected to be realized by the Parties as a result of the transactions contemplated by this Agreement; (ii) ensuring that the business and operations of Company T are conducted in the best long term interests of Company T; (iii) acting as a locus of discussion concerning matters relating to transition planning including, but not limited to, employee matters and business matters; and (iv) coordinating the communications, public relations and investor relations strategy regarding the Merger and the other transactions contemplated by this Agreement. (c) Consistent with their duties under Section 6.5 of this Agreement, each of the Parties hereto will cooperate with the Transition Management Committee to support and give effect to its efforts in the areas of its responsibility. Any action or request by the Transition Management Committee shall be unanimously approved in writing by each member of the Transition Management Committee.