Common use of Transition Management Clause in Contracts

Transition Management. (a) As promptly as practicable after the date hereof, Indiana and SIGCORP shall create special transition management task forces (the "TASK FORCES") that shall comprise representatives from each of the primary business functions of each company and headed by Mr. Xxxx X. Xxxxxxxxxx (or an individual designated by him) and Mr. Xxxxxx X. Xxxxxx (or an individual designated by him). (b) The functions of the Task Forces shall include (i) to serve as a conduit for the flow of information and documents between the companies and their subsidiaries as contemplated by Section 6.15, (ii) to review and evaluate proposed exceptions to the restrictions on the conduct of business pending the Merger set forth in Article VI, (iii) development of regulatory plans and proposals, corporate organizational and management plans, workforce combination proposals, and such other matters as they deem appropriate, and (iv) to evaluate and recommend the manner in which best to organize and manage the business of the Company after the Effective Time. A consent by either SIGCORP or Indiana to an exception to the restrictions set forth in Article VI shall be effective only if set forth in a writing that describes in reasonable detail the actions proposed to be taken and that is signed by Mr. Xxxxxxxxxx (xx his designee) or Mr. Xxxxxx (xx his designee), as the case may be. (c) After the date hereof and prior to the Effective Time, Mr. Xxxxxx xxxll be invited to attend meetings of Indiana's Board of Directors and Mr. Xxxxxxxxxx xxxll be invited to attend meetings of SIGCORP's Board of Directors as appropriate in consultation with each other. (d) In connection with their responsibilities as co-heads of the Task Force, Messrs. Ellexxxxxx xxx Goebxx xxxll together recommend organizational matters and candidates to serve as the officers of the Company who are not otherwise designated by this Agreement to their respective boards. All such organizational matters and appointment of officers shall be subject to final approval by a majority of the members of the Board of Directors of the Company.

Transition Management. (a) As promptly as practicable after the date hereof, Indiana GPU and SIGCORP FirstEnergy shall create a special transition management task forces force (the "TASK FORCESTask Force") that shall comprise representatives from each of the primary business functions of each company and headed by Mr. Xxxx X. Xxxxxxxxxx (or xr an individual designated by him) him or by the Board of Directors of FirstEnergy). Members of the Task Force shall consist of representatives of FirstEnergy and Mr. Xxxxxx X. Xxxxxx (or an individual GPU as designated by him)Mr. Xxxx xx consultation with Mr. Xxxxx. (b) The functions of the Task Forces Force shall include include (i) to serve as a conduit for the flow of information and documents between the companies and their subsidiaries as contemplated by Section 6.15, Sections 5.10 and 6.08, (ii) to review and evaluate proposed exceptions to the restrictions on the conduct of business pending the Merger set forth in Article VI, (iii) development of regulatory plans and proposals, corporate organizational and management plans, workforce combination proposals, and such other matters as they deem appropriate, and and (iviii) to evaluate and recommend the manner in which best to organize and manage the business of the Company Surviving Corporation after the Effective Time. A consent by either SIGCORP ; provided that the Task Force shall not be responsible for controlling the operations of the businesses of FirstEnergy, GPU or Indiana to an exception to the restrictions set forth in Article VI shall be effective only if set forth in a writing that describes in reasonable detail the actions proposed to be taken and that is signed by Mr. Xxxxxxxxxx (xx his designee) or Mr. Xxxxxx (xx his designee), as the case may beany of their respective Subsidiaries. (c) After Mr. Xxxx xx his designee, shall be responsible for directing all activities of the date hereof and prior to the Effective Time, Mr. Xxxxxx xxxll be invited to attend meetings of Indiana's Board of Directors and Mr. Xxxxxxxxxx xxxll be invited to attend meetings of SIGCORP's Board of Directors as appropriate in consultation with each otherTask Force contemplated by this Section 7.20. (d) In connection with their responsibilities as co-heads Effective from the date hereof to the earlier of the Task Force, Messrs. Ellexxxxxx xxx Goebxx xxxll together recommend organizational matters and candidates to serve as Effective Time or the officers termination of the Company who are not otherwise designated by this Agreement pursuant to their respective boards. All such organizational matters and appointment of officers shall be subject to final approval by a majority of Section 9.01 hereof, the members Chairman of the Board of Directors of FirstEnergy may request of the CompanyChairman of the Board of Directors of GPU to attend any meeting of the Board of Directors of GPU and the Chairman of the Board of Directors of GPU may request of the Chairman of the Board of Directors of FirstEnergy to attend any meeting of the Board of Directors of FirstEnergy. Each company whose Chairman receives any such request shall consider the request and, if the company to whose Chairman the request was made determines in its sole discretion to do so, that company may accommodate the request of the other party's Chairman.

Transition Management. (a) As promptly as practicable after the date hereof, Indiana GPU and SIGCORP FirstEnergy shall create a special transition management task forces force (the "TASK FORCESTask Force") that shall comprise representatives from each of the primary business functions of each company and headed by Mr. Xx. Xxxx X. Xxxxxxxxxx (or an individual designated by him) him or by the Board of Directors of FirstEnergy). Members of the Task Force shall consist of representatives of FirstEnergy and Mr. Xxxxxx X. Xxxxxx (or an individual GPU as designated by him)Xx. Xxxx in consultation with Xx. Xxxxx. (b) The functions of the Task Forces Force shall include include (i) to serve as a conduit for the flow of information and documents between the companies and their subsidiaries as contemplated by Section 6.15, Sections 5.10 and 6.08, (ii) to review and evaluate proposed exceptions to the restrictions on the conduct of business pending the Merger set forth in Article VI, (iii) development of regulatory plans and proposals, corporate organizational and management plans, workforce combination proposals, and such other matters as they deem appropriate, and and (iviii) to evaluate and recommend the manner in which best to organize and manage the business of the Company Surviving Corporation after the Effective Time. A consent by either SIGCORP ; provided that the Task Force shall not be responsible for controlling the operations of the businesses of FirstEnergy, GPU or Indiana to an exception to the restrictions set forth in Article VI shall be effective only if set forth in a writing that describes in reasonable detail the actions proposed to be taken and that is signed by Mr. Xxxxxxxxxx (xx his designee) or Mr. Xxxxxx (xx his designee), as the case may beany of their respective Subsidiaries. (c) After Xx. Xxxx or his designee, shall be responsible for directing all activities of the date hereof and prior to the Effective Time, Mr. Xxxxxx xxxll be invited to attend meetings of Indiana's Board of Directors and Mr. Xxxxxxxxxx xxxll be invited to attend meetings of SIGCORP's Board of Directors as appropriate in consultation with each otherTask Force contemplated by this Section 7.20. (d) In connection with their responsibilities as co-heads Effective from the date hereof to the earlier of the Task Force, Messrs. Ellexxxxxx xxx Goebxx xxxll together recommend organizational matters and candidates to serve as Effective Time or the officers termination of the Company who are not otherwise designated by this Agreement pursuant to their respective boards. All such organizational matters and appointment of officers shall be subject to final approval by a majority of Section 9.01 hereof, the members Chairman of the Board of Directors of FirstEnergy may request of the CompanyChairman of the Board of Directors of GPU to attend any meeting of the Board of Directors of GPU and the Chairman of the Board of Directors of GPU may request of the Chairman of the Board of Directors of FirstEnergy to attend any meeting of the Board of Directors of FirstEnergy. Each company whose Chairman receives any such request shall consider the request and, if the company to whose Chairman the request was made determines in its sole discretion to do so, that company may accommodate the request of the other party's Chairman.

Transition Management. (a) As promptly as practicable --------------------- after the date hereof, Indiana GPU and SIGCORP FirstEnergy shall create a special transition management task forces force (the "TASK FORCESTask Force") that shall comprise representatives from each of the primary business functions of each company and headed by Mr. Xxxx X. Xxxxxxxxxx Burg (or an individual ---- ----- xx xxxividual designated by him) him or by the Board of Directors of FirstEnergy). Members of the Task Force shall consist of representatives of FirstEnergy and Mr. Xxxxxx X. Xxxxxx (or an individual GPU as designated by him)Mr. Burg in consultation with Mr. Hafer. (b) The functions fxxxxxxxx of the Task Forces shall include Force shaxx xxxxxxe (i) to serve as a conduit for the flow of information and documents between the companies and their subsidiaries as contemplated by Section 6.15, Sections 5.10 and 6.08, (ii) to review and evaluate proposed exceptions to the restrictions on the conduct of business pending the Merger set forth in Article VI, (iii) development of regulatory plans and proposals, corporate organizational and management plans, workforce combination proposals, and such other matters as they deem appropriate, and and (iviii) to evaluate and recommend the manner in which best to organize and manage the business of the Company Surviving Corporation after the Effective Time. A consent by either SIGCORP ; provided that the Task Force shall not be responsible for controlling the operations of the businesses of FirstEnergy, GPU or Indiana to an exception to the restrictions set forth in Article VI shall be effective only if set forth in a writing that describes in reasonable detail the actions proposed to be taken and that is signed by Mr. Xxxxxxxxxx (xx his designee) or Mr. Xxxxxx (xx his designee), as the case may beany of their respective Subsidiaries. (c) After Mr. Burg or his designee, shall be responsible for directing xxx xxxxvities of the date hereof and prior to the Effective Time, Mr. Xxxxxx xxxll be invited to attend meetings of Indiana's Board of Directors and Mr. Xxxxxxxxxx xxxll be invited to attend meetings of SIGCORP's Board of Directors as appropriate in consultation with each otherTask Force contemplated by this Section 7.20. (d) In connection with their responsibilities as co-heads Effective from the date hereof to the earlier of the Task Force, Messrs. Ellexxxxxx xxx Goebxx xxxll together recommend organizational matters and candidates to serve as Effective Time or the officers termination of the Company who are not otherwise designated by this Agreement pursuant to their respective boards. All such organizational matters and appointment of officers shall be subject to final approval by a majority of Section 9.01 hereof, the members Chairman of the Board of Directors of FirstEnergy may request of the CompanyChairman of the Board of Directors of GPU to attend any meeting of the Board of Directors of GPU and the Chairman of the Board of Directors of GPU may request of the Chairman of the Board of Directors of FirstEnergy to attend any meeting of the Board of Directors of FirstEnergy. Each company whose Chairman receives any such request shall consider the request and, if the company to whose Chairman the request was made determines in its sole discretion to do so, that company may accommodate the request of the other party's Chairman.