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 (a) 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 Kellanova and StarzWKKC. 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 subcommittee 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, subcommittee; 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 7.1(a), 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 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. Unless otherwise agreed by the Parties, the Transition Committee shall be dissolved on the date that is two years and six months after the Effective Time. (b) Subject to Section 7.5, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Agreement (including regarding whether any Assets are WKKC Assets or Kellanova Assets, any Liabilities are WKKC Liabilities or Kellanova Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “Dispute”), shall provide written notice thereof to the Transition Committee (the “Initial Notice”). Following the delivery of the Initial Notice, the Transition Committee shall attempt to resolve the Dispute through the procedures it is empowered to adopt in accordance with Section 7.1(a). If the Transition Committee is unable for any reason to resolve a Dispute within ten (10) days after the delivery of the Initial Notice, the Parties shall enter into good-faith negotiations in accordance with Section 7.2 and Section 7.3.

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 an equal number of members from each of New Lionsgate Ventas 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 2.15, 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 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 an equal number of members designated by Baxter and Baxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from each time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of New Lionsgate an equal number of representatives of Baxter and StarzBaxalta (in a total number determined from time to time by 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. 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 an equal number of members of the Transition Committee or one or more employees of any of the Parties or any members of their respective Groupsrepresenting each Party, 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) to 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 2.14, 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 with majority approval, and any such approval must include the approval of at least one member of the applicable PartiesTransition Committee designated by Baxter and at least one member of the Transition Committee designated by Baxalta. 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 an equal number of members from each of New Lionsgate ▇▇▇▇▇▇ and StarzAbbVie. 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 either Party or any of the Parties or any members of their respective Groupsits Subsidiaries, 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) to 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 2.14, 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 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 subcommittee 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, subcommittee; 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. 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 Rayonier 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 2.14, 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 an equal number of members from each of New Lionsgate Vornado and StarzUE. 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 (1) 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 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 2.15, 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 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 an equal number of members designated by Emergent and Aptevo at all times, with each Party having the right to replace the Transition Committee members delegated by it from each time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of New Lionsgate an equal number of representatives of Emergent and StarzAptevo (in a total number determined from time to time by 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. 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 an equal number of members of the Transition Committee or one or more employees of any of the Parties or any members of their respective Groupsrepresenting each Party, 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 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. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by each with majority approval, and any such approval must include the approval of at least one member of the applicable PartiesTransition Committee designated by Emergent and at least one member of the Transition Committee designated by Aptevo. The Parties shall utilize the procedures set forth in Article VI VIII 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 Division 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 AWI and Starz. From and until the date that is two (2) years from the Arrangement Effective TimeAFI, the number of which shall be determined by the Parties from time to time. The Transition Committee may consist of both standing members and special members who are designated by the Parties from time to time who have technical or subject matter expertise with respect to specific issues or areas that may arise or be of interest to the Transition Committee. The Transition Committee shall be responsible for monitoring and managing all matters related to, and for seeking to resolved any Disputes that arise under or in connection with, any of the transactions contemplated by the Plan of Division, 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 such Party’s 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 2.16, 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 an equal number of members designated by ▇▇▇▇▇▇ and SpinCo at all times, with each Party having the right to replace the Transition Committee members delegated by it from each time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of New Lionsgate an equal number of representatives of Parent and StarzSpinCo (in a total number determined from time to time by the Parties). From and until The initial members of the date that is two (2) years from Transition Committee shall be the Arrangement Effective Time, the individuals specified on Schedule 5.10. 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 authority, but not the obligation, 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 an equal number of members of the Transition Committee or one or more employees of any of the Parties or any members of their respective Groupsrepresenting each Party, 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 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 5.10, 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 with majority approval, and any such approval must include the approval of at least one member of the applicable PartiesTransition Committee designated by Parent and at least one member of the Transition Committee designated by SpinCo. 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 an equal number of members from each of New Lionsgate eBay and StarzPayPal. 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 (1) 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 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. 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 an equal number of members from each of New Lionsgate SPG and StarzWPG. 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 (1) 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 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 2.17, 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 an equal number of members designated by Parent and SpinCo at all times, with each Party having the right to replace the Transition Committee members delegated by it from each time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of New Lionsgate an equal number of representatives of Parent and StarzSpinCo (in a total number determined from time to time by the Parties). From and until The initial members of the date that is two (2) years from Transition Committee shall be the Arrangement Effective Time, the individuals specified on Schedule 5.10. 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 authority, but not the obligation, 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 an equal number of members of the Transition Committee or one or more employees of any of the Parties or any members of their respective Groupsrepresenting each Party, 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 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 5.10, 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 with majority approval, and any such approval must include the approval of at least one member of the applicable PartiesTransition Committee designated by Parent and at least one member of the Transition Committee designated by SpinCo. 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 an equal number of members from each of New Lionsgate eBay and StarzPayPal. 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 (1) 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. 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 an equal number of members from each of New Lionsgate ▇▇▇▇▇▇ and StarzAbbVie. 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 either Party or any of the Parties or any members of their respective Groupsits Subsidiaries, 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) to 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 2.14 within thirty-five (35) days after the Effective Time. Each Party shall have a single vote on all matters considered by the Transition Committee or any subcommittee established by it, and may modify such procedures from time to time. All all decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed approved 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 parties shall establish a transition committee (the “"Transition Committee”") that shall consist of two an equal number of members from each of New Lionsgate HyperScale and StarzACC. 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 Related 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 Related Agreements, with each such subcommittee comprised of one or more members of the Transition Committee or one or more employees of either Party or any of the Parties or any members of their respective Groupsits Subsidiaries, 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) to 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 4.9 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 Partiesboth parties. The Parties parties shall utilize the procedures set forth in Article VI X to resolve any matters as to which the Transition Committee is not able to reach a decision.