(172,413) shares of Class D Common Stock or shares of capital stock issued upon conversion of such Class D Common Stock (such number subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class D Common Stock), the Company shall invite a representative of the T. Rowe Price Investors to attend all meetings of the Board of Directors, including executive sessions, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all materials provided to the Board of Directors and board committees; provided, however, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Board of Directors determines in good faith that such withholding of information or exclusion is necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, or for other similar reasons.
(g) Committees. The Company shall cause to be established, and will maintain, such committees as the Board of Directors deems necessary or appropriate, but at a minimum will establish a compensation committee which shall consist of three (3) non-management directors, one of which shall be a Class C Director and one of which shall be the Class B Director. Each Board Committee shall include at least one of the Class C Directors, unless participation in such committee has been waived by the Class C Directors. Each Board Committee shall include at least the Class B Director, unless participation in such committee has been waived by the Class B Director.
(h) Irrevocable Proxy. To secure the Key Holders obligations to vote their respective shares in accordance with this Agreement, each Key Holder hereby appoints the Chairman of the Board of Directors and the Chief Executive Officer of the Company, or either of them from time to time, or their designees, as such Key Holders true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Key Holder if, and only if, such Key Holder fails to vote all of such Key Holders shares or execute such other instruments in accordance with the provisions of this Agreement. The proxy and power granted by each Key Holder pursuant to this Section are coupled with an interest and are given to secure the performance of such partys duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party, as the case may be, and, so long as any party hereto is an entity, will survive the merger or reorganization of such party.
5.6 PBM Protective Provisions. For so long as PBM and the PBM Co-Investors holds not less than seven hundred and thirty-three thousand one hundred and thirty-eight (733,138) shares of Class B Common Stock or shares of capital stock issued upon conversion of the Class B Common Stock (such number subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Common Stock), the Corporation shall not do, either directly or indirectly by amendment, merger, consolidation or otherwise, and the Key Holders agree not to vote to approve, any of the following without (in addition to any other vote required by law or the Restated Certificate) the written consent or affirmative vote (as the case may be) of PBM, given in writing or by vote at a meeting: