Common use of Establishment of Committees Clause in Contracts

Establishment of Committees. If and when the Company establishes a (i) compensation committee, (ii) audit committee, (iii) nomination committee or (iv) a strategy committee following the Closing, no less than one Series E Director shall be members of each of such committees. The compensation committee shall propose the terms of the Company’s share incentive plans, and all grants of awards thereunder (including the ESOP), to the Board for approval and adoption by the Board and the Shareholders, shall have the power and authority to administer the Company’s share incentive plans (including the ESOP) and to grant options thereunder, and approve all management compensation levels and arrangements, and shall have such other powers and authorities as the Board shall delegate to it. The audit committee shall select the auditors of the Company and approve the scope of the Company’s annual audit, and shall have such other powers and authorities as the Board shall delegate to it. The nomination committee shall determine candidates and make recommendations to the Board on the selection and appointment of executive officers of the Group Companies, and shall have such other powers and authorities as the Board shall delegate to it. The strategy committee shall consider investment proposals, including proposals for business expansion, and shall have such other powers and authorities as the Board shall delegate to it.

Establishment of Committees. If and when As reasonably practicable as possible following the Effective Date, the Company establishes a shall establish and maintain (i) compensation committeea Compensation Committee, (ii) audit committeean Audit Committee, and (iii) nomination committee or (iv) a strategy committee following the ClosingNomination Committee, no less than one Series E Director shall be members of and each of such committeescommittees shall include all of the Preferred Directors. The compensation committee Compensation Committee shall propose the terms of the Company’s share incentive plans, and all grants of awards thereunder (including the ESOP), to the Board for approval and adoption by the Board and the Shareholders, shall have the power and authority to (a) administer the Company’s share incentive plans (including the ESOP) and to grant options thereunder, and (b) approve all management compensation levels and arrangements, and shall have such other powers and authorities as the Board shall delegate to it. The audit committee Audit Committee shall select the auditors Auditors of the Company and approve the scope of the Company’s annual audit, and shall have such other powers and authorities as the Board shall delegate to it. The nomination committee Nomination Committee shall determine candidates and make recommendations to the Board on the selection and appointment of executive officers of the Group Companies, and shall have such other powers and authorities as the Board shall delegate to it. The strategy committee shall consider investment proposals, including proposals for business expansion, and shall have such other powers and authorities as the Board shall delegate to it.