Common use of Transition Planning Committee Clause in Contracts

Transition Planning Committee. (a) Hippo and Rhino have formed a Transition Planning Committee comprised of three (3) representatives of Hippo (collectively, the “Hippo Representatives”) and three (3) representatives of Rhino (collectively, the “Rhino Representatives”). Hippo and Rhino may replace any of their respective Representatives at any time or from time to time. The Transition Planning Committee shall be responsible for all aspects of transition planning for Newco from the date hereof until the Effective Time. All decisions of the Transition Planning Committee shall require the approval of a majority of its members. The Transition Planning Committee shall be entitled to incur reasonable expenses on behalf of Newco, including expenses in connection with the engagement of legal, financial, accounting and other advisors for Newco. The activities of the Transition Planning Committee will be conducted in accordance with Applicable Law and the advice of the parties’ respective antitrust counsel. (b) The Transition Planning Committee shall seek to arrange financing (the “Newco Financing”) in an amount sufficient to (i) refinance the Cash Distribution Amount at the Effective Time and (ii) provide appropriate cash reserves to fund the operations of Newco after the Effective Time and pay the fees and expenses incurred by or on behalf of Newco prior to the Effective Time.