Common use of Action by the Board Clause in Contracts

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who shall include each of the WP Director and the Sequoia Director for so long as WP and Sequoia (as the case may be) has the right to appoint a Director. If at any meeting of the Board, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorum. (b) Subject to Section 2.07, all actions of the Board shall require (i) the affirmative vote of at least two-thirds of the Directors present at a duly-convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board; provided that, if there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who shall include each of the WP Director and the Sequoia Director for so long as WP and Sequoia (as the case may be) has the right to appoint a Director. If at any meeting of the Board, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorum. (b) Subject to Section 2.07Unless otherwise provided by this Agreement, all actions of the Board shall require Majority Board Approval. (b) Unless otherwise restricted by applicable law and subject to the MAA, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by, (i) with respect to an action requiring Majority Board Approval, at least four Directors, (ii) with respect to an action requiring Supermajority Board Approval, at least six Directors, and (iii) with respect to an action requiring Consensus Board Approval, at least the Directors required for such a Consensus Board Approval; provided that the Board provides at least one Business Day’s prior written notice of any such action to be taken to all Directors. The Board shall cause any such written consents to be filed with the minutes or proceedings of the Board. (c) The Board will form or continue to maintain certain specified committees and appoint members as set forth below (in the case of clauses (i) and (ii), in the event that the Initial Period is terminated). Committees shall have only the power to advise the Board with respect to matters pertaining to each such committee, and an action of the Board, by applicable vote or written consent of Directors, shall be required to bind the Company with respect to any proposal, advice or resolution of any committee. All actions of a committee shall require the affirmative vote of at least two-thirds a majority of the Directors members of the committee present at a duly-duly convened meeting of the Board at which a quorum is present or the written consent of a majority of the members of the committee. (i) The Board will create an Executive Committee (the “Executive Committee”), which, after the Initial Period, will be composed of three of the Directors nominated by NewCo and two of the Directors nominated by MDZ. The presence of three members of the Executive Committee shall be necessary to constitute a quorum for the transaction of business. The Executive Committee shall hold a regularly scheduled meeting at least once every month at a location to be determined. (ii) The Board will create a Compensation Committee (the unanimous written consent “Compensation Committee”), which, after the Initial Period, will be composed of two of the Directors nominated by NewCo and one of the Directors nominated by MDZ. The presence of two members of the Compensation Committee shall be necessary to constitute a quorum for the transaction of business. The Compensation Committee shall hold a regularly scheduled meeting at least once every calendar quarter at a location to be determined. (iii) The Board will continue to maintain an Audit Committee (the “Audit Committee”), which will be composed of the Independent Director. Notwithstanding the Board; provided that’s ability to grant authority, if there is a vacancy on the Board powers and an individual has been nominated duties to fill such vacancycommittees, the first order Audit Committee shall have such powers and responsibilities as may be required by applicable securities laws and the rules of business NASDAQ or any other exchange on which the Shares are listed. The Audit Committee shall hold a regularly scheduled meeting at least once every quarter at a location to be to fill such vacancydetermined.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who total number of directors, which such majority shall include each of the WP Director and the Sequoia Director for so long as WP and Sequoia (as the case may be) has the right to appoint a Director. If at any meeting of the Board, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors nominees of FP, provided that if FP has not nominated either of its independent directors pursuant to Section 2.01(a) such majority shall constitute a quoruminclude all directors nominated by FP. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board; , provided that, if there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit, nominating and corporate governance and such other committees as it may determine. During such time as FP’s Aggregate Ownership Percentage is greater than or equal to 25%, FP shall be entitled to majority representation on any committee created by the Board, which majority representation shall consist of any director or directors designated by FP to serve on such committee, provided that if the rules or regulations of the SEC or the securities exchange or quotation system on which the Common Stock is traded require any committee to consist of one or more “independent directors” (as such term is defined by the rules of the securities exchange or quotation system on which the Common Stock is traded), the directors designated to serve on such committee by FP shall be “independent directors”. FP’s entitlement to majority representation on any committee created by the Board shall: (i) at such time as FP’s Aggregate Ownership Percentage is less than 25%, be reduced to an entitlement to designate one-fourth of the members of each such committee, rounded up to the nearest whole number of members if such fraction is not a whole number; (ii) at such time as FP’s Aggregate Ownership Percentage is less than 20%, be reduced to an entitlement to designate one-fifth of the members of each such committee, rounded up to the nearest whole number of members if such fraction is not a whole number; (iii) at such time as FP’s Aggregate Ownership Percentage is less than 10%, be reduced to an entitlement to designate one-tenth of the members of each such committee, rounded up to the nearest whole number of members if such fraction is not a whole number; (iv) terminate at such time as FP’s Aggregate Ownership Percentage is less than 5%. (d) At such time as FP’s Aggregate Ownership Percentage is greater than or equal to 25%, no action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken with respect to any of the following matters without the prior written consent of FP and the affirmative approval of the Board: (i) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company or any Subsidiary, except as expressly permitted by this Agreement; (ii) any incurrence, refinancing, alteration of material terms or prepayment by the Company or any Subsidiary of indebtedness for borrowed money in excess of $10,000,000 in the aggregate (or the guaranty by the Company or any Subsidiary of any such indebtedness); (iii) any approval of the annual business plan, budget and long-term strategic plan of the Company or any Subsidiary; (iv) any modification of the long-term business strategy or scope of the business of the Company or any Subsidiary or any material customer relationships thereof; (1) any merger or consolidation of the Company with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary with or into any Person other than the Company or any other wholly owned Subsidiary, or (2) any sale of the Company or any Subsidiary or any significant operations of the Company or any Subsidiary or any joint venture transaction, acquisition or disposition of assets, business, operations or securities by the Company or any Subsidiary (in a single transaction or a series of related transactions) having a value in each case in this clause (2) in excess of $10,000,000; (vi) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company or any Subsidiary; (vii) the issuance of any security by the Company or any Subsidiary (not including issuances of such securities in connection with employee or stock option plans previously approved by the Board), other than as specifically contemplated by this Agreement; (viii) any determination of compensation, benefits, perquisites and other incentives for the Chief Executive Officer or the Chief Financial Officer of the Company or its Subsidiaries and the approval or amendment of any plans or contracts in connection therewith, and any approval or amendment to any equity or other compensation or benefit plans for employees of the Company or its Subsidiaries; (ix) any appointment or dismissal of any of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer or any other executive officer in any similar capacity of the Company or any Subsidiary; (x) any amendment to this Agreement, any exercise or waiver of the Company’s rights under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation or bylaws of any Subsidiary; or (xi) any increase or decrease to the number of Directors that comprise the entire Board of the Company or any Subsidiary.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who total number of directors, which such majority shall include each at least one of the WP Director two non-independent designees of FP appointed pursuant to Section 2.01(a) and at least one of the Sequoia Director for so long as WP and Sequoia (as two non-independent designees of the case may be) has CVC Entities appointed pursuant to Section 2.01(a), provided that the Institutional Shareholders together shall have the right to appoint a Director. If at any meeting of the Board, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during to increase the meeting, the meeting shall stand adjourned number of directors necessary to the same place and time at least seven days after the original date set for constitute such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorum. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit, nominating and corporate governance and such other committees as it may determine. The Institutional Shareholders together shall be entitled to majority representation on any committee created by the Board, half of which such majority representation shall consist of any director or directors designated by FP to serve on such committee and half of which such majority representation shall consist of any director or directors designated by the CVC Entities to serve on such committee, provided that if rules or regulations of the SEC or the securities exchange or quotation system on which the Common Stock is traded require any committee to consist of one or more "independent directors" (as such term is defined by the rules of the securities exchange or quotation system on which the Common Stock is traded), the directors designated to serve on such committee by FP or the CVC Entities shall be "independent directors" to the extent required to meet such applicable rules or regulations. (d) No action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date hereof with respect to any of the following matters without the affirmative approval of the Board, including the affirmative approval of at least one of the two non-independent designees of FP appointed pursuant to Section 2.01(a) and at least one of the two non-independent designees of the CVC Entities appointed pursuant to Section 2.01(a): (1) any merger or consolidation of the Company with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary with or into any Person other than the Company or any other wholly owned Subsidiary, or (2) any sale of the Company or any Subsidiary or any significant operations of the Company or any Subsidiary or any joint venture transaction, acquisition or disposition of assets, business, operations or securities by the Company or any Subsidiary (in a single transaction or a series of related transactions) having a value in each case in this clause (2) in excess of $10,000,000; (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company or any Subsidiary, except as expressly permitted by this Agreement; (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company or any Subsidiary; (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company or any Subsidiary of indebtedness for borrowed money in excess of $10,000,000 in the aggregate (or the guaranty by the Company or any Subsidiary of any such indebtedness), or the issuance of any security by the Company or any Subsidiary (not including issuances of such securities in connection with employee or stock option plans previously approved by the Board), in each case other than (1) pursuant to the Credit Agreement, dated December 21, 2000, among AMI Merger Company, Inc., AMI Spinco, Inc., AMI Holdings, Inc., the lenders named therein and Credit Suisse First Boston as administrative agent and collateral agent, as amended and in effect from time to time, provided that the aggregate indebtedness under such agreement shall not exceed $250,000,000 and (2) as specifically contemplated by this Agreement; (v) any determination of compensation, benefits, perquisites and other incentives for the Chief Executive Officer or the Chief Financial Officer of the Company or its Subsidiaries and the approval or amendment of any plans or contracts in connection therewith, and any approval or amendment to any equity or other compensation or benefit plans for employees of the Company or its Subsidiaries; (vi) any appointment or dismissal of any of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer or any other executive officer in any similar capacity of the Company or any Subsidiary; (vii) any amendment to this Agreement, any exercise or waiver of the Company's rights under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation or bylaws of any Subsidiary; (viii) any approval of the annual business plan, budget and long-term strategic plan of the Company or any Subsidiary; (ix) any modification of the long-term business strategy or scope of the business of the Company or any Subsidiary or any material customer relationships thereof; or (x) any increase or decrease to the number of Directors that comprise the entire Board of the Company or any Subsidiary.

Action by the Board. (a) The chairman of the Board may call a meeting of the Board, and the chairman shall on the requisition of at least one (1) other Director forthwith proceed to convene a meeting of the Board. The requisition must state the date, time and agenda of the meeting and must be signed by the requisitionist. No less than seven (7) days’ advance written notice shall be given to all Directors for a Board meeting; provided that all the Directors in office may unanimously consent to a shorter notice period or waive notice. Notice, together with the agenda and copies of documents relevant to a meeting of the Board, shall be given to each Director by posting it by airmail or a recognised courier service in a prepaid letter addressed to any address such Director may have specified in writing for the purpose of such service of notices, or by electronic mail to any electronic mail address such Director may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Director may have specified in writing for the purpose of such service of notices. For any notice, agenda and documents that are delivered by electronic mail, if the chairman of the Board fails to receive confirmation from the other Directors confirming receipt of such electronic mail (other than an automatic email receipt confirmation) within the same day, such notice, agenda and documents shall be delivered by registered mail or facsimile before the end of the same day. (b) A quorum of the Board shall consist of a majority of the Directors who shall include each (including both Investor Directors) then in office. If notice of the WP Director board meeting has been duly delivered to all directors of the Board prior to the scheduled meeting, or if such notice is duly waived, and the Sequoia Director for so long as WP and Sequoia (as the case may be) has the right to appoint a Director. If at any meeting quorum of the Board, due to absence of the WP Director or the Sequoia Director, a quorum Board is not present within one hour three (3) hours of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand be adjourned to the same place and time at least seven days five (5) Business Days after the original date set for such meeting meeting. If a quorum of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum Board is not present within one (1) hour of the time appointed for the meeting, the such adjourned meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of any Investor Director who was previously absent from the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the initially scheduled meeting, the presence of a majority of the Directors Directors, regardless of the presence or absence of such Investor Director, shall constitute a quorum; provided that no business other than outlined in the notice of the Board meeting may be transacted in the adjourned meeting. (bc) Subject to Section 2.07, Section 2.08 and any Applicable Laws, all actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors present at a duly-duly convened meeting of the Board at which a quorum is present or present. Each Director shall have one (ii1) vote. Notwithstanding anything herein to the unanimous contrary, any action that may be taken by the Directors at a meeting may be taken by a written consent resolution signed by all of the Board; provided thatDirectors. (d) A Board meeting may be held either in a physical location or telephonically. If held in a physical location, if there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business meeting shall be held in a location as may be agreed by a majority of the Directors then in office, and any Director that is not able to fill attend the meeting physically shall be entitled to participate by telephone conference or other communications equipment by means of which all the Directors participating in the meeting can communicate with each other at the same time. (e) A Board meeting shall be held no less frequently than once per quarter. (f) The Board shall be entitled to exercise all powers and authorities as conferred to it by virtue of the laws of the Cayman Islands, and shall be responsible for major issues such vacancyas the Company’ strategic direction, market positioning, financial strategy, material business, internal policy, authority and responsibility of the management and material litigation.

Action by the Board. (a) A quorum of the Board and the applicable Subsidiary Board shall consist of a majority of the Directors who shall include each (including at least two (2) Investor Directors) then in office. If notice of the WP Director board meeting has been duly delivered to all directors of the Board or the applicable Subsidiary Board prior to the scheduled meeting, or if such notice is duly waived, in each case in accordance with the notice procedure under the charter documents of the applicable Group Company, and the Sequoia Director for so long as WP and Sequoia (as the case may be) has the right to appoint a Director. If at any meeting quorum of the Board, due to absence of the WP Director Board or the Sequoia Director, a quorum applicable Subsidiary Board is not present within one (1) hour of the time appointed for a meeting or ceases due to be present at the absence of any time during the meetingInvestor Director, the meeting shall stand be adjourned to the same place and time at least seven days three (3) Business Days after the original date set for such meeting meeting; provided that written notice of the Boardadjourned meeting shall be given to all directors of the Board or the applicable Subsidiary Board at least one (1) Business Day before such meeting. If at the reconvened meeting after such adjournment, due to absence a quorum of the WP Director Board or the Sequoia Director, a quorum applicable Subsidiary Board is not present within one (1) hour of the time appointed for the meeting, the such adjourned meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia any Investor Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors Directors, regardless of the presence or absence of any Investor Director, shall constitute a quorum. (b) Subject to Section 2.072.10 and Section 2.11, all actions of the Board and each Subsidiary Board shall require the affirmative vote of a majority of the Directors (ior the directors of such Subsidiary Board, as the case may be) present at a duly convened meeting of the Board or such Subsidiary Board at which a quorum is present. By way of example, if twelve (12) Directors (or directors of such Subsidiary Board, as the case may be) are present at a duly convened meeting of the Board or such Subsidiary Board at which a quorum is present, actions of the Board or such Subsidiary Board shall require the affirmative vote of at least two-thirds seven (7) Directors (or directors of such Subsidiary Board, as the case may be) present, regardless of whether the other Directors voted against the action or abstained. Each Director (or directors of such Subsidiary Board, as the case may be) shall have one (1) vote. Nothing in this Section 2.09(b) shall be construed to require that any Subsidiary Board must consist of more than one (1) person. Notwithstanding anything herein to the contrary, any action that may be taken by the Directors at a meeting may be taken by a written resolution signed by all of the Directors. (c) A Board meeting may be held either in a physical location or telephonically. If held in a physical location, the Board meeting shall be held in a location as may be agreed by a majority of the Directors present then in office (including at a duly-convened meeting least two (2) Investor Directors) that takes into account the potential Tax consequences to the Company (taking into account the residency of the Board at which a quorum Directors), and any Director that is present or (ii) not able to attend the unanimous written consent of the Board; provided that, if there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business meeting physically shall be entitled to fill such vacancyparticipate by telephone conference or other communications equipment by means of which all the Directors participating in the meeting can communicate with each other at the same time.

Action by the Board. The Core Shareholders and the Company agree that: (a) A quorum of the Board shall consist of a majority of the Directors who total number of directors, which such majority shall include each a majority of the WP Director designees of the CVC US Designator and a majority of the Sequoia Director for so long as WP and Sequoia (as designees of the case may be) FP Designator; provided that in the event that either of the CVC US Designator or the FP Designator, has the right to appoint a Director. If at any meeting of the Board, due designate fewer than three directors pursuant to absence of the WP Director or the Sequoia DirectorSection 2.01 hereof, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time exist if at least seven days after the original date set for one Core Director designated by such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum Person is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorumpresent. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit and such other committees as it may determine. Except with respect to the audit committee, the (i) Institutional Securityholders together shall be entitled to majority representation on any committee created by the Board, half of which such majority representation shall consist of a Core Director or Directors designated by the CVC US Designator and half of which such majority representation shall consist of a Core Director or Directors designated by the FP Designator, (ii) CVC Asia Pacific Investors or their Permitted Transferees shall be entitled to minority representation on each committee created by the Board, and (iii) Company and each Core Shareholder entitled to vote for the election of the chairman of any committee (in its capacity as a Securityholder, director of the Board, member of a committee, or otherwise) created by the Board will take all necessary action to ensure that the chairman of such committee is a director designated by the CVC US Designator or the FP Designator in accordance with Section 2.01, in each case until such time as the committee members designated by such Core Shareholders are required to be removed as a result of the Company no longer qualifying as a “controlled company” (within the meaning of the principal securities exchange or quotation system on which the Common Shares are traded or quoted and solely in connection with the ownership of Common Shares by the Core Shareholders). (d) Until such time as the Company no longer qualifies as a “controlled company” (within the meaning of the principal securities exchange or quotation system on which the Common Shares are traded or quoted and solely in connection with the ownership of Common Shares by the Core Shareholders), no action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date hereof with respect to any of the following matters without the affirmative approval of the Board and either the CVC US Securityholder Representative or the FP Securityholder Representative, in each case, in its capacity as agent for Persons comprising CVC US and FP, in each case, in its capacity as a Securityholder; provided that the vote of a Core Director designated by the CVC US Designator or the FP Designator in favor of any action for which approval is required pursuant to this Section 2.05(d) shall constitute the consent of the CVC US Securityholder Representative (in the case of a vote of a director designated by the CVC US Designator) and the FP Securityholder Representative (in the case of a vote of a director designated by the FP Designator) in its capacity as agent for Persons comprising CVC US and FP, in each case, in its capacity as a Securityholder: (1) any merger or consolidation of the Company with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary with or into any Person other than the Company or any other wholly owned Subsidiary, or (2) any sale of the Company or any Subsidiary or any significant operations of the Company or any Subsidiary or any joint venture transaction, acquisition or disposition of assets, business, operations or securities by the Company or any Subsidiary (in a single transaction or a series of related transactions) having a value in each case in this clause (2) in excess of $3,000,000, (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company or any Subsidiary, except as expressly permitted by this Agreement, (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company or any Subsidiary, (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company or any Subsidiary of indebtedness for borrowed money in excess of $2,000,000 in the aggregate (or the guaranty by the Company or any Subsidiary of any such indebtedness), or the issuance of any security by the Company or any Subsidiary (not including issuances of such securities in connection with employee or stock option plans previously approved by the Board pursuant to clause (vii) below), in each case other than as specifically contemplated by this Agreement, (v) any capital expenditure or capital lease in excess of $1,000,000 which is not specifically contemplated by the annual business plan of the Company or any Subsidiary, (vi) any entering into, amending or modifying in any material respect of any agreements of the Company or any Subsidiary providing for payments by or to the Company or such Subsidiary in excess of $2,000,000 per annum or $5,000,000 in the aggregate, (vii) any determination of compensation, benefits, perquisites and other incentives for (a) senior management or (b) any other employee whose annual compensation is or will be as a result of such determination in excess of $100,000 per year, of the Company or its Subsidiaries and the approval or amendment of any plans or contracts in connection therewith, and any approval or amendment to any equity or other compensation or benefit plans for employees of the Company or its Subsidiaries, (viii) any appointment or dismissal of any of the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer or any other executive officer in any similar capacity of the Company or any Subsidiary, (ix) any change in accounting or tax principles, policies with respect to the financial statements, records or affairs of the Company or any Subsidiary, except as required by generally accepted accounting principles or by law or any other matters that could affect any regulatory status or tax liability of the Company or any Subsidiary, or any Securityholder with respect to the investment by such Securityholder in the Company, (x) any appointment or removal of the auditors, regular legal counsel, financial advisors, underwriters (except underwriters selected as provided in the first sentence of Section 5.04(f), unless such Demand Registration constitutes a First Public Offering), investment bankers or company-wide insurance providers of the Company or any Subsidiary, (xi) any amendment to this Agreement, any exercise or waiver of the Company’s rights under this Agreement, any amendment to an Organizational Document or similar organizational documents of any Subsidiary, (xii) any approval of the annual business plan, budget and long-term strategic plan of the Company or any Subsidiary, (xiii) any modification of the long-term business strategy or scope of the business of the Company or any Subsidiary or any material customer relationships thereof, (xiv) any increase or decrease to the number of directors that comprise the entire Board of the Company or board of directors of any Subsidiary, (xv) any entry into or modification of any contract with a labor union (including any collective bargaining agreement), (xvi) any entry into or modification of any contract with, obligation to or transaction or series of transactions between (1) the Company or any Subsidiary and (2) Hynix or any controlled Affiliate of Hynix, or (xvii) any contract with, obligation to or transaction or series of transactions between, the Company or any Subsidiary and one or more of its securityholders or their Affiliates.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who directors, provided that such majority shall include each of at least one director designated by the WP Director and the Sequoia Quadrangle Entities who is not an Independent Director for so long as WP and Sequoia (as the case may be) has the right Quadrangle Entities are entitled to appoint a Director. If at any meeting of the Board, due designate one or more directors pursuant to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorumSection 2.01 hereof. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present (in person or telephonically) or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit and such other committees as it may determine. To the extent permitted by the applicable rules and regulations from time to time promulgated by the NASDAQ Stock Market and the SEC, the Quadrangle Entities shall have the right to designate a number of directors comprising each such committee that is proportionate to the number of directors that such Shareholder is entitled to designate pursuant to Section 2.01 (such number to be rounded up or down as appropriate to the nearest whole number); provided that no such Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary, on the one hand, and such Shareholder or an Affiliate of such Shareholder, on the other hand. (d) No action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date hereof, and the Company shall not permit any action to be taken by any Subsidiary or any Joint Venture (but only, with respect to any Joint Venture, to the extent that the Company or a Subsidiary has the right pursuant to the terms of such Joint Venture to not permit such action to be taken), with respect to any of the following matters without the affirmative approval of the Board: (i) (1) any merger or consolidation of the Company, any Subsidiary or any Joint Venture with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary or Joint Venture with or into any Person other than the Company or any other wholly owned Subsidiary, (2) any sale of the Company, any Subsidiary, any Joint Venture or any significant operations of the Company, any Subsidiary or any Joint Venture or (3) any acquisition or disposition of assets, business, operations or securities by the Company, any Subsidiary or any Joint Venture (in a single transaction or a series of related transactions) having a value in each case in this clause (3) in excess of $3,000,000; (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company, any Subsidiary or any Joint Venture, except (i) as expressly permitted by this Agreement or the Charter and (ii) any dividend made from a Subsidiary of the Company to another Subsidiary of the Company or from a Subsidiary of the Company to the Company; (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company, any Subsidiary or any Joint Venture; (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company, any Subsidiary or any Joint Venture of indebtedness for borrowed money (or the guaranty by the Company, any Subsidiary or any Joint Venture of any such indebtedness), or the issuance or registration with the SEC of any security by the Company, any Subsidiary or any Joint Venture, in each case other than (i) pursuant to the credit agreement being entered into in connection with the Spin-off and approved by the board of directors of NTELOS, and any future amendments or refinancings thereof authorized by the NTELOS board of directors at the time of the entry into of such credit agreement, (ii) pursuant to any employee or stock option plans previously approved by the Board in compliance with this Section 2.05(d) or (iii) as specifically contemplated by this Agreement; (v) any individual or related series of capital expenditures or capital leases which are inconsistent in any material respect with the annual capital expenditure budget approved by the Board in compliance with this Section 2.05(d); (vi) any entering into, amending or modifying in any material respect any agreement of the Company, any Subsidiary or any Joint Venture, which is made outside the ordinary course of business and is material to the Company and its Subsidiaries as a whole; (vii) any entering into of any agreement, indenture or other instrument that contains any provision that would restrict either the payment of dividends on the Common Stock; (viii) any determination of compensation, benefits, perquisites or other incentives for executive officers of the Company, any Subsidiary or any Joint Venture or the approval or amendment of any plans or contracts in connection therewith, any approval of or amendment to any equity or other compensation or benefit plans for employees of the Company, Subsidiary or any Joint Venture or the grant of any stock option or other equity compensation to any employee of the Company, any Subsidiary or any Joint Venture, other than any such determinations, amendments or grants (i) required by law, (ii) to satisfy agreements currently in place or deliver the benefits intended thereunder or (iii) to renew insurance or administrative service contracts relating to benefits plans if such renewals come due in the ordinary course; (ix) any appointment or dismissal of any of the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, any division head or any other executive officer in any similar capacity of the Company, any Subsidiary or any Joint Venture; (x) any appointment or removal of the regular legal counsel, financial advisors, underwriters, investment bankers or, other than in connection with renewals of coverage at comparable levels in the ordinary course, company-wide insurance providers of the Company, any Subsidiary or any Joint Venture; (xi) any exercise or waiver of the Company’s rights under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation, bylaws or other organizational documents of any Subsidiary or Joint Venture; (xii) any approval of the annual business plan, budget, capital expenditure budget or long-term strategic plan of the Company, any Subsidiary or any Joint Venture; (xiii) any modification of the long-term business strategy or scope of the business of the Company, any Subsidiary or any Joint Venture; (xiv) any increase or decrease to the number of directors that comprise the entire board of directors or similar governing body of the Company, any Subsidiary or any Joint Venture; (xv) any contract with, obligation to or transaction or series of transactions between, the Company, any Subsidiary or any Joint Venture, on the one hand, and one or more of its stockholders, other equityholders or their respective Affiliates, on the other hand; (xvi) any initiation or settlement of any material litigation, arbitration, mediation or other dispute resolution proceeding outside of the ordinary course of business; or (xvii) the entry into, or the termination, disposition or material amendment of the terms of, any Joint Venture.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who directors, provided that such majority shall include each of at least one director designated by the WP Quadrangle Entities who is not an Independent Director and at least one director designated by the Sequoia Director CVC Entities who is not an Independent Director, respectively, for so long as WP the Quadrangle Entities and Sequoia (as the case may be) has the right CVC Entities, respectively, are entitled to appoint a Director. If at any meeting of the Board, due designate one or more directors pursuant to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorumSection 2.01 hereof. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present (in person or telephonically) or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit and such other committees as it may determine. The Quadrangle Entities and the CVC Entities shall have the right to designate a number of directors comprising each such committee that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to Section 2.01; provided that no such Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary, on the one hand, and such Shareholder or an Affiliate of such Shareholder, on the other hand. (d) No action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date of the Original Agreement, and the Company shall not permit any action to be taken by any Subsidiary or any Joint Venture (but only, with respect to any Joint Venture, to the extent that the Company or a Subsidiary has the right pursuant to the terms of such Joint Venture to not permit such action to be taken), with respect to any of the following matters without the affirmative approval of the Board: (i) (1) any merger or consolidation of the Company, any Subsidiary or any Joint Venture with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary or Joint Venture with or into any Person other than the Company or any other wholly owned Subsidiary, (2) any sale of the Company, any Subsidiary, any Joint Venture or any significant operations of the Company, any Subsidiary or any Joint Venture or (3) any acquisition or disposition of assets, business, operations or securities by the Company, any Subsidiary or any Joint Venture (in a single transaction or a series of related transactions) having a value in each case in this clause (3) in excess of $3,000,000; (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company, any Subsidiary or any Joint Venture, except (i) as expressly permitted by this Agreement or the Charter and (ii) any dividend made from a Subsidiary of the Company to another Subsidiary of the Company or from a Subsidiary of the Company to the Company; (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company, any Subsidiary or any Joint Venture; (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company, any Subsidiary or any Joint Venture of indebtedness for borrowed money (or the guaranty by the Company, any Subsidiary or any Joint Venture of any such indebtedness), or the issuance or registration with the SEC of any security by the Company, any Subsidiary or any Joint Venture, in each case other than (i) pursuant to the First Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the initial lenders, initial issuing bank and swing line bank each as named therein, Mxxxxx Sxxxxxx Senior Funding, Inc., as administrative agent, Mxxxxx Sxxxxxx & Co. Incorporated, as collateral agent and Bear Sxxxxxx Corporate Lending Inc., as syndication agent, (ii) the Second Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the lenders named therein, Mxxxxx Sxxxxxx Senior Funding, Inc., as administrative agent, Mxxxxx Sxxxxxx & Co. Incorporated, as collateral agent and Bear Sxxxxxx Corporate Lending Inc., as syndication agent, (iii) pursuant to any other revolving credit agreement previously approved by the Board in compliance with this Section 2.05(d), (iv) pursuant to any employee or stock option plans previously approved by the Board in compliance with this Section 2.05(d) or (v) as specifically contemplated by this Agreement; (v) any individual or related series of capital expenditures or capital leases which are inconsistent in any material respect with the annual capital expenditure budget approved by the Board in compliance with this Section 2.05(d); (vi) any entering into, amending or modifying in any material respect any agreement of the Company, any Subsidiary or any Joint Venture, which is made outside the ordinary course of business and is material to the Company and its Subsidiaries as a whole; (vii) any entering into of any agreement, indenture or other instrument that contains any provision that would restrict either the payment of dividends on the Company Common Stock or the repurchase of Company Common Stock in accordance with Section 4.04; (viii) any determination of compensation, benefits, perquisites or other incentives for executive officers of the Company, any Subsidiary or any Joint Venture or the approval or amendment of any plans or contracts in connection therewith, any approval of or amendment to any equity or other compensation or benefit plans for employees of the Company, Subsidiary or any Joint Venture or the grant of any stock option or other equity compensation to any employee of the Company, any Subsidiary or any Joint Venture, other than any such determinations, amendments or grants (i) required by law, (ii) to satisfy agreements currently in place or deliver the benefits intended thereunder or (iii) to renew insurance or administrative service contracts relating to benefits plans if such renewals come due in the ordinary course; (ix) any appointment or dismissal of any of the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, any division head or any other executive officer in any similar capacity of the Company, any Subsidiary or any Joint Venture; (x) any appointment or removal of the regular legal counsel, financial advisors, underwriters, investment bankers or, other than in connection with renewals of coverage at comparable levels in the ordinary course, company-wide insurance providers of the Company, any Subsidiary or any Joint Venture; (xi) any exercise or waiver of the Company’s rights under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation, bylaws or other organizational documents of any Subsidiary or Joint Venture; (xii) any approval of the annual business plan, budget, capital expenditure budget or long-term strategic plan of the Company, any Subsidiary or any Joint Venture; (xiii) any modification of the long-term business strategy or scope of the business of the Company, any Subsidiary or any Joint Venture; (xiv) any increase or decrease to the number of directors that comprise the entire board of directors or similar governing body of the Company, any Subsidiary or any Joint Venture; (xv) any contract with, obligation to or transaction or series of transactions between, the Company, any Subsidiary or any Joint Venture, on the one hand, and one or more of its stockholders, other equityholders or their respective Affiliates, on the other hand; (xvi) any initiation or settlement of any material litigation, arbitration, mediation or other dispute resolution proceeding outside of the ordinary course of business; or (xvii) the entry into, or the termination, disposition or material amendment of the terms of, any Joint Venture.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who directors, provided that such majority shall include each of at least one director designated by the WP Quadrangle Entities who is not an Independent Director and at least one director designated by the Sequoia Director CVC Entities who is not an Independent Director, respectively, for so long as WP the Quadrangle Entities and Sequoia (as the case may be) has the right CVC Entities, respectively, are entitled to appoint a Director. If at any meeting of the Board, due designate one or more directors pursuant to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorumSection 2.01 hereof. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present (in person or telephonically) or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit and such other committees as it may determine. The Quadrangle Entities and the CVC Entities shall have the right to designate a number of directors comprising each such committee that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to Section 2.01; provided that no such Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary, on the one hand, and such Shareholder or an Affiliate of such Shareholder, on the other hand. (d) No action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date of the Original Agreement, and the Company shall not permit any action to be taken by any Subsidiary or any Joint Venture (but only, with respect to any Joint Venture, to the extent that the Company or a Subsidiary has the right pursuant to the terms of such Joint Venture to not permit such action to be taken), with respect to any of the following matters without the affirmative approval of the Board: (i) (1) any merger or consolidation of the Company, any Subsidiary or any Joint Venture with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary or Joint Venture with or into any Person other than the Company or any other wholly owned Subsidiary, (2) any sale of the Company, any Subsidiary, any Joint Venture or any significant operations of the Company, any Subsidiary or any Joint Venture or (3) any acquisition or disposition of assets, business, operations or securities by the Company, any Subsidiary or any Joint Venture (in a single transaction or a series of related transactions) having a value in each case in this clause (3) in excess of $3,000,000; (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company, any Subsidiary or any Joint Venture, except (i) as expressly permitted by this Agreement or the Charter and (ii) any dividend made from a Subsidiary of the Company to another Subsidiary of the Company or from a Subsidiary of the Company to the Company; (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company, any Subsidiary or any Joint Venture; (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company, any Subsidiary or any Joint Venture of indebtedness for borrowed money (or the guaranty by the Company, any Subsidiary or any Joint Venture of any such indebtedness), or the issuance or registration with the SEC of any security by the Company, any Subsidiary or any Joint Venture, in each case other than (i) pursuant to the First Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the initial lenders, initial issuing bank and swing line bank each as named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent and Bear Xxxxxxx Corporate Lending Inc., as syndication agent, (ii) the Second Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the lenders named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent and Bear Xxxxxxx Corporate Lending Inc., as syndication agent, (iii) pursuant to any other revolving credit agreement previously approved by the Board in compliance with this Section 2.05(d), (iv) pursuant to any employee or stock option plans previously approved by the Board in compliance with this Section 2.05(d) or (v) as specifically contemplated by this Agreement; (v) any individual or related series of capital expenditures or capital leases which are inconsistent in any material respect with the annual capital expenditure budget approved by the Board in compliance with this Section 2.05(d); (vi) any entering into, amending or modifying in any material respect any agreement of the Company, any Subsidiary or any Joint Venture, which is made outside the ordinary course of business and is material to the Company and its Subsidiaries as a whole; (vii) any entering into of any agreement, indenture or other instrument that contains any provision that would restrict either the payment of dividends on the Company Common Stock or the repurchase of Company Common Stock in accordance with Section 4.04; (viii) any determination of compensation, benefits, perquisites or other incentives for executive officers of the Company, any Subsidiary or any Joint Venture or the approval or amendment of any plans or contracts in connection therewith, any approval of or amendment to any equity or other compensation or benefit plans for employees of the Company, Subsidiary or any Joint Venture or the grant of any stock option or other equity compensation to any employee of the Company, any Subsidiary or any Joint Venture, other than any such determinations, amendments or grants (i) required by law, (ii) to satisfy agreements currently in place or deliver the benefits intended thereunder or (iii) to renew insurance or administrative service contracts relating to benefits plans if such renewals come due in the ordinary course; (ix) any appointment or dismissal of any of the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, any division head or any other executive officer in any similar capacity of the Company, any Subsidiary or any Joint Venture; (x) any appointment or removal of the regular legal counsel, financial advisors, underwriters, investment bankers or, other than in connection with renewals of coverage at comparable levels in the ordinary course, company-wide insurance providers of the Company, any Subsidiary or any Joint Venture; (xi) any exercise or waiver of the Company’s rights under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation, bylaws or other organizational documents of any Subsidiary or Joint Venture; (xii) any approval of the annual business plan, budget, capital expenditure budget or long-term strategic plan of the Company, any Subsidiary or any Joint Venture; (xiii) any modification of the long-term business strategy or scope of the business of the Company, any Subsidiary or any Joint Venture; (xiv) any increase or decrease to the number of directors that comprise the entire board of directors or similar governing body of the Company, any Subsidiary or any Joint Venture; (xv) any contract with, obligation to or transaction or series of transactions between, the Company, any Subsidiary or any Joint Venture, on the one hand, and one or more of its stockholders, other equityholders or their respective Affiliates, on the other hand; (xvi) any initiation or settlement of any material litigation, arbitration, mediation or other dispute resolution proceeding outside of the ordinary course of business; or (xvii) the entry into, or the termination, disposition or material amendment of the terms of, any Joint Venture.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who directors, provided that such majority shall include each of at least one director designated by the WP Quadrangle Entities who is not an Independent Director and at least one director designated by the Sequoia Director CVC Entities who is not an Independent Director, respectively, for so long as WP the Quadrangle Entities and Sequoia (as the case may be) has the right CVC Entities, respectively, are entitled to appoint a Director. If at any meeting of the Board, due designate one or more directors pursuant to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorumSection 2.01 hereof. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present (in person or telephonically) or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit and such other committees as it may determine. The Quadrangle Entities and the CVC Entities shall have the right to designate a number of directors comprising each such committee that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to ‎Section 2.01; provided that no such Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary, on the one hand, and such Shareholder or an Affiliate of such Shareholder, on the other hand. (d) No action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date of the Original Agreement, and the Company shall not permit any action to be taken by any Subsidiary or any Joint Venture (but only, with respect to any Joint Venture, to the extent that the Company or a Subsidiary has the right pursuant to the terms of such Joint Venture to not permit such action to be taken), with respect to any of the following matters without the affirmative approval of the Board: (1) any merger or consolidation of the Company, any Subsidiary or any Joint Venture with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary or Joint Venture with or into any Person other than the Company or any other wholly owned Subsidiary, (2) any sale of the Company, any Subsidiary, any Joint Venture or any significant operations of the Company, any Subsidiary or any Joint Venture or (3) any acquisition or disposition of assets, business, operations or securities by the Company, any Subsidiary or any Joint Venture (in a single transaction or a series of related transactions) having a value in each case in this clause (3) in excess of $3,000,000; (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company, any Subsidiary or any Joint Venture, except (i) as expressly permitted by this Agreement or the Charter and (ii) any dividend made from a Subsidiary of the Company to another Subsidiary of the Company or from a Subsidiary of the Company to the Company; (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company, any Subsidiary or any Joint Venture; (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company, any Subsidiary or any Joint Venture of indebtedness for borrowed money (or the guaranty by the Company, any Subsidiary or any Joint Venture of any such indebtedness), or the issuance or registration with the SEC of any security by the Company, any Subsidiary or any Joint Venture, in each case other than (i) pursuant to the First Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the initial lenders, initial issuing bank and swing line bank each as named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent and Bear Xxxxxxx Corporate Lending Inc., as syndication agent, (ii) the Second Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiar y guarantors named therein, the lenders named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent and Bear Xxxxxxx Corporate Lending Inc., as syndication agent, (iii) pursuant to any other revolving credit agreement previously approved by the Board in compliance with this ‎Section 2.05(d), (iv) pursuant to any employee or stock option plans previously approved by the Board in compliance with this ‎Section 2.05(d) or (v) as specifically contemplated by this Agreement; (v) any individual or related series of capital expenditures or capital leases which are inconsistent in any material respect with the annual capital expenditure budget approved by the Board in compliance with this ‎Section 2.05(d); (vi) any entering into, amending or modifying in any material respect any agreement of the Company, any Subsidiary or any Joint Venture, which is made outside the ordinary course of business and is material to the Company and its Subsidiaries as a whole; (vii) any entering into of any agreement, indenture or other instrument that contains any provision that would restrict either the payment of dividends on the Company Common Stock or the repurchase of Company Common Stock in accordance with Section 4.04; (viii) any determination of compensation, benefits, perquisites or other incentives for executive officers of the Company, any Subsidiary or any Joint Venture or the approval or amendment of any plans or contracts in connection therewith, any approval of or amendment to any equity or other compensation or benefit plans for employees of the Company, Subsidiary or any Joint Venture or the grant of any stock option or other equity compensation to any employee of the Company, any Subsidiary or any Joint Venture, other than any such determinations, amendments or grants (i) required by law, (ii) to satisfy agreements currently in place or deliver the benefits intended thereunder or (iii) to renew insurance or administrative service contracts relating to benefits plans if such renewals come due in the ordinary course; (ix) any appointment or dismissal of any of the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, any division head or any other executive officer in any similar capacity of the Company, any Subsidiary or any Joint Venture; (x) any appointment or removal of the regular legal counsel, financial advisors, underwriters, investment bankers or, other than in connection with renewals of coverage at comparable levels in the ordinary course, company-wide insurance providers of the Company, any Subsidiary or any Joint Venture; (xi) any exercise or waiver of the Company’s rights under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation, bylaws or other organizational documents of any Subsidiary or Joint Venture; (xii) any approval of the annual business plan, budget, capital expenditure budget or long-term strategic plan of the Company, any Subsidiary or any Joint Venture; (xiii) any modification of the long-term business strategy or scope of the business of the Company, any Subsidiary or any Joint Venture; (xiv) any increase or decrease to the number of directors that comprise the entire board of directors or similar governing body of the Company, any Subsidiary or any Joint Venture; (xv) any contract with, obligation to or transaction or series of transactions between, the Company, any Subsidiary or any Joint Venture, on the one hand, and one or more of its stockholders, other equityholders or their respective Affiliates, on the other hand; (xvi) any initiation or settlement of any material litigation, arbitration, mediation or other dispute resolution proceeding outside of the ordinary course of business; or (xvii) the entry into, or the termination, disposition or material amendment of the terms of, any Joint Venture.

Action by the Board. (a) A quorum Unless Synacor and Maxit otherwise agree in writing, meetings of the Board shall consist be held at least once every three (3) months. Regular meetings of the Board shall be held upon not less than seven (7) days prior notice to each Director; provided, however, that such notice may, as to a Director, be waived in writing by such Director. Special meetings of the Board may be called by a majority of the members of the Board. Special meetings of the Board shall be held upon not less than seventy-two (72) hours prior notice to each Director; provided, however, that such notice may, as to a Director, be waived in writing by such Director. Members of the Board may attend meetings of the Board either in person or telephonically. (b) At least a majority of the Directors who shall include each of the WP Director and the Sequoia Director for so long as WP and Sequoia (as the case may be) has the right to appoint a Director. If then in office, including at least [*], must be present in person or by telephone at any meeting of the Board, due Board in order to absence of the WP Director or the Sequoia Director, constitute a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time transaction of business at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorum[*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (bc) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the votes cast by the Directors present at a duly-duly convened meeting of the Board at which a quorum is present or, in lieu of a meeting, by the unanimous written consent of all members of the Board, with each Director having one vote; provided, however, that neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize or approve any of the following (iieach, a “Supermajority Decision”), and each party shall exercise its respective voting rights in respect of its Shares and shall exercise its other rights, in each case to procure that neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize or approve any of the following without (in addition to the receipt of all other applicable Necessary Corporate Approvals) the affirmative vote of a majority of the votes cast by the Directors present at a duly convened meeting of the Board at which a quorum is present, which majority shall include an affirmative vote cast by at least [*] or, in lieu of a meeting, by the unanimous written consent of the members of the Board: (i) change the primary line of business of the Company or any of its Subsidiaries or make any other change in the business plan of the Company and its Subsidiaries; (ii) create any Subsidiary of the Company; (iii) enter into or change any related party transaction; (iv) establish any equity incentive or bonus plan or issue any equity award or bonus; (v) enter or materially change any officer, key employee or consulting arrangement with any officer, key employee or consultant of the Company or any of its Subsidiaries; (vi) file any claim, action, suit or other proceeding with any Governmental Authority against any Person; (vii) incur any indebtedness; (viii) contribute any registered capital or make any shareholder loans to the WFOE, other than the first US$2 million contributed as registered capital or so loaned to the WFOE; (ix) agree to any obligations of, or payments to, the Company in excess of $100,000; (x) make any capital expenditures not included in the Budget; (xi) agree to indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights; (xii) license any patent, copyright, trade secret or other proprietary or intellectual property right to or from the Company or any of its Subsidiaries; (xiii) agree to any provisions restricting or affecting the development, manufacture or distribution of the products or services of the Company or any of its Subsidiaries; provided thator (xiv) enter any agreement material to the Company, if there is a vacancy on any of its Subsidiaries or its shareholders not captured by the foregoing. (d) Each of the members of the Board may consider the interests of the shareholder that appointed such Director to the Board in making any determination as a Director. [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (e) The Chairman shall have one vote as a Director at the time of any vote and an individual has been nominated shall have one additional tie-breaking vote if required. (f) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to fill another time and place. (g) In the event a quorum is not present at a duly called meeting of the Board, such vacancymeeting shall be adjourned and postponed and notice of a second call for such meeting shall be sent to all Directors setting forth a time and place for the reconvening of the postponed meeting which is not more than fifteen (15) days after the date initially set forth for the meeting. At such reconvened meeting, the first order of business quorum requirement shall be to fill such vacancythe same as set forth in Section 2.11(b) hereof.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who total number of directors, which such majority shall include each a majority of the WP Director designees of the CVC US Designator and a majority of the designees of the FP Designator, provided that the CVC US Designator and the Sequoia Director for so long as WP FP Designator together shall have the right at any time to increase the number of directors necessary to constitute such quorum; and Sequoia (as provided further, that in the case may be) event that either of the CVC US Designator or the FP Designator, has the right to appoint a Director. If at any meeting of the Board, due designate fewer than three directors pursuant to absence of the WP Director or the Sequoia DirectorSection 2.01 hereof, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time exist if at least seven days after the original date set for one director designated by such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum Person is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorumpresent. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit and such other committees as it may determine. The Institutional Securityholders together shall be entitled to majority representation on any committee created by the Board, half of which such majority representation shall consist of a director or directors designated by the CVC US Designator and half of which such majority representation shall consist of a director or directors designated by the FP Designator. The CVC Asia Pacific Investors or their Permitted Transferees shall be entitled to minority representation on each committee created by the Board. Each Securityholder entitled to vote for the election of the chairman of any committee (in its capacity as a Securityholder, director of the Board, member of a committee, or otherwise) created by the Board agrees that it will take all necessary action to ensure that the chairman of such committee is a director designated by the CVC US Designator or the FP Designator in accordance with Section 2.01. (d) No action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date hereof with respect to any of the following matters without the affirmative approval of the Board and each of the CVC US Securityholder Representative and the FP Securityholder Representative, in each case, in its capacity as agent for Persons comprising CVC US and FP, in each case, in its capacity as a Securityholder; provided that the vote of a director designated by the CVC US Designator or the FP Designator in favor of any action for which approval is required pursuant to this Section 2.05(d) shall constitute the consent of the CVC US Securityholder Representative (in the case of a vote of a director designated by the CVC US Designator) and the FP Securityholder Representative (in the case of a vote of a director designated by the FP Designator) in its capacity as agent for Persons comprising CVC US and FP, in each case, in its capacity as a Securityholder: (1) any merger or consolidation of the Company with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary with or into any Person other than the Company or any other wholly owned Subsidiary, or (2) any sale of the Company or any Subsidiary or any significant operations of the Company or any Subsidiary or any joint venture transaction, acquisition or disposition of assets, business, operations or securities by the Company or any Subsidiary (in a single transaction or a series of related transactions) having a value in each case in this clause (2) in excess of $3,000,000, (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company or any Subsidiary, except as expressly permitted by this Agreement, (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company or any Subsidiary, (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company or any Subsidiary of indebtedness for borrowed money in excess of $2,000,000 in the aggregate (or the guaranty by the Company or any Subsidiary of any such indebtedness), or the issuance of any security by the Company or any Subsidiary (not including issuances of such securities in connection with employee or stock option plans previously approved by the Board pursuant to clause (vii) below), in each case other than (a) pursuant to the Loan Agreement, dated as of the Closing Date, among Hynix, Korea Exchange Bank, as Arranger, Agent and Security Agent, and the other banks and financial institutions named as lenders therein, as the same may be amended, modified, refinanced or replaced, and is in effect from time to time, (b) pursuant to the Master Revolving Credit Facility Agreement, dated as of the Closing Date, between Hana Bank and Magnachip Semiconductor, Ltd., as the same may be amended, modified, refinanced or replaced, and is in effect from time to time and (c) as specifically contemplated by this Agreement, (v) any capital expenditure or capital lease in excess of $1,000,000 which is not specifically contemplated by the annual business plan of the Company or any Subsidiary, (vi) any entering into, amending or modifying in any material respect of any agreements of the Company or any Subsidiary providing for payments by or to the Company or such Subsidiary in excess of $2,000,000 per annum or $5,000,000 in the aggregate, (vii) any determination of compensation, benefits, perquisites and other incentives for (a) senior management or (b) any other employee whose annual compensation is or will be as a result of such determination in excess of $100,000 per year, of the Company or its Subsidiaries and the approval or amendment of any plans or contracts in connection therewith, and any approval or amendment to any equity or other compensation or benefit plans for employees of the Company or its Subsidiaries, (viii) any appointment or dismissal of any of the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer or any other executive officer in any similar capacity of the Company or any Subsidiary, (ix) any change in accounting or tax principles, policies with respect to the financial statements, records or affairs of the Company or any Subsidiary, except as required by generally accepted accounting principles or by law or any other matters that could affect any regulatory status or tax liability of the Company or any Subsidiary, or any Securityholder with respect to the investment by such Securityholder in the Company, (x) any appointment or removal of the auditors, regular legal counsel, financial advisors, underwriters (except underwriters selected as provided in the first sentence of Section 5.04(f), unless such Demand Registration constitutes a First Public Offering), investment bankers or company-wide insurance providers of the Company or any Subsidiary, (xi) any amendment to this Agreement, any exercise or waiver of the Company’s rights under this Agreement, any amendment to the Operating Agreement or any adoption of or amendment to the certificate of incorporation or bylaws or similar organizational documents of any Subsidiary, (xii) any approval of the annual business plan, budget and long-term strategic plan of the Company or any Subsidiary, (xiii) any modification of the long-term business strategy or scope of the business of the Company or any Subsidiary or any material customer relationships thereof, (xiv) any increase or decrease to the number of directors that comprise the entire Board of the Company or board of directors of any Subsidiary, (xv) any entry into or modification of any contract with a labor union (including any collective bargaining agreement), (xvi) any entry into or modification of any contract with, obligation to or transaction or series of transactions between (1) the Company or any Subsidiary and (2) Hynix or any controlled Affiliate of Hynix, or (xvii) any contract with, obligation to or transaction or series of transactions between, the Company or any Subsidiary and one or more of its securityholders or their Affiliates.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who directors, provided that such majority shall include each of at least one director designated by the WP Quadrangle Entities who is not an Independent Director and at least one director designated by the Sequoia Director CVC Entities who is not an Independent Director, respectively, for so long as WP the Quadrangle Entities and Sequoia (as the case may be) has the right CVC Entities, respectively, are entitled to appoint a Director. If at any meeting of the Board, due designate one or more directors pursuant to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place and time at least five days after the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorumSection 2.01 hereof. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present (in person or telephonically) or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit and such other committees as it may determine. The Quadrangle Entities and the CVC Entities shall have the right to designate a number of directors comprising each such committee that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to Section 2.01; provided that no such Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary, on the one hand, and such Shareholder or an Affiliate of such Shareholder, on the other hand. (d) No action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date of the Original Agreement, and the Company shall not permit any action to be taken by any Subsidiary or any Joint Venture (but only, with respect to any Joint Venture, to the extent that the Company or a Subsidiary has the right pursuant to the terms of such Joint Venture to not permit such action to be taken), with respect to any of the following matters without the affirmative approval of the Board: (1) any merger or consolidation of the Company, any Subsidiary or any Joint Venture with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary or Joint Venture with or into any Person other than the Company or any other wholly owned Subsidiary, (2) any sale of the Company, any Subsidiary, any Joint Venture or any significant operations of the Company, any Subsidiary or any Joint Venture or (3) any acquisition or disposition of assets, business, operations or securities by the Company, any Subsidiary or any Joint Venture (in a single transaction or a series of related transactions) having a value in each case in this clause (3) in excess of $3,000,000; (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company, any Subsidiary or any Joint Venture, except (i) as expressly permitted by this Agreement or the Charter and (ii) any dividend made from a Subsidiary of the Company to another Subsidiary of the Company or from a Subsidiary of the Company to the Company; (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company, any Subsidiary or any Joint Venture; (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company, any Subsidiary or any Joint Venture of indebtedness for borrowed money (or the guaranty by the Company, any Subsidiary or any Joint Venture of any such indebtedness), or the issuance or registration with the SEC of any security by the Company, any Subsidiary or any Joint Venture, in each case other than (i) pursuant to the First Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the initial lenders, initial issuing bank and swing line bank each as named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent and Bear Xxxxxxx Corporate Lending Inc., as syndication agent, (ii) the Second Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the lenders named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent and Bear Xxxxxxx Corporate Lending Inc., as syndication agent, (iii) pursuant to any other revolving credit agreement previously approved by the Board in compliance with this Section 2.05(d), (iv) pursuant to any employee or stock option plans previously approved by the Board in compliance with this Section 2.05(d) or (v) as specifically contemplated by this Agreement; (v) any individual or related series of capital expenditures or capital leases which are inconsistent in any material respect with the annual capital expenditure budget approved by the Board in compliance with this Section 2.05(d); (vi) any entering into, amending or modifying in any material respect any agreement of the Company, any Subsidiary or any Joint Venture, which is made outside the ordinary course of business and is material to the Company and its Subsidiaries as a whole; (vii) any entering into of any agreement, indenture or other instrument that contains any provision that would restrict either the payment of dividends on the Company Common Stock or the repurchase of Company Common Stock in accordance with Section 4.04; (viii) any determination of compensation, benefits, perquisites or other incentives for executive officers of the Company, any Subsidiary or any Joint Venture or the approval or amendment of any plans or contracts in connection therewith, any approval of or amendment to any equity or other compensation or benefit plans for employees of the Company, Subsidiary or any Joint Venture or the grant of any stock option or other equity compensation to any employee of the Company, any Subsidiary or any Joint Venture, other than any such determinations, amendments or grants (i) required by law, (ii) to satisfy agreements currently in place or deliver the benefits intended thereunder or (iii) to renew insurance or administrative service contracts relating to benefits plans if such renewals come due in the ordinary course; (ix) any appointment or dismissal of any of the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, any division head or any other executive officer in any similar capacity of the Company, any Subsidiary or any Joint Venture; (x) any appointment or removal of the regular legal counsel, financial advisors, underwriters, investment bankers or, other than in connection with renewals of coverage at comparable levels in the ordinary course, company-wide insurance providers of the Company, any Subsidiary or any Joint Venture; (xi) any exercise or waiver of the Company’s rights under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation, bylaws or other organizational documents of any Subsidiary or Joint Venture; (xii) any approval of the annual business plan, budget, capital expenditure budget or long-term strategic plan of the Company, any Subsidiary or any Joint Venture; (xiii) any modification of the long-term business strategy or scope of the business of the Company, any Subsidiary or any Joint Venture; (xiv) any increase or decrease to the number of directors that comprise the entire board of directors or similar governing body of the Company, any Subsidiary or any Joint Venture; (xv) any contract with, obligation to or transaction or series of transactions between, the Company, any Subsidiary or any Joint Venture, on the one hand, and one or more of its stockholders, other equityholders or their respective Affiliates, on the other hand; (xvi) any initiation or settlement of any material litigation, arbitration, mediation or other dispute resolution proceeding outside of the ordinary course of business; or (xvii) the entry into, or the termination, disposition or material amendment of the terms of, any Joint Venture.

Action by the Board. (a) A quorum of the Board shall consist of a majority of the Directors who directors, provided that such majority shall include each of the WP Director and the Sequoia Director for so long as WP and Sequoia (as the case may be) has the right to appoint a Director. If at any meeting of the Board, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for a meeting or ceases to be present at any time during the meeting, the meeting shall stand adjourned to the same place and time at least seven days after two directors designated by the original date set for such meeting of the Board. If at the reconvened meeting after such adjournment, due to absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the meeting shall stand adjourned to the same place Quadrangle Entities and time at least five days after two directors designated by the original date set for such reconvened meeting. If at the second reconvened meeting, due to the absence of the WP Director or the Sequoia Director, a quorum is not present within one hour of the time appointed for the meeting, the presence of a majority of the Directors shall constitute a quorumCVC Entities. (b) Subject to Section 2.07, all All actions of the Board shall require (i) the affirmative vote of at least two-thirds a majority of the Directors directors present at a duly-duly convened meeting of the Board at which a quorum is present (in person or telephonically), provided that such majority shall include at least two directors designated by the Quadrangle Entities and at least two directors designated by the CVC Entities or (ii) the unanimous written consent of the Board; , provided that, if in the event that there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy. (c) The Board may create executive, compensation, audit and such other committees as it may determine. The Quadrangle Entities and the CVC Entities shall have the right to designate a number of directors comprising each such committee that is proportionate to the number of directors that such Shareholders are entitled to designate pursuant to Section 2.01; provided that no such Shareholder shall have the right to designate any member of a special committee formed in connection with any transaction, or proposed transaction, between the Company or any Subsidiary, on the one hand, and such Shareholder or an Affiliate of such Shareholder, on the other hand. (d) No action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken after the date hereof, and the Company shall not permit any action to be taken by any Subsidiary or any Joint Venture (but only, with respect to any Joint Venture, to the extent that the Company or a Subsidiary has the right pursuant to the terms of such Joint Venture to not permit such action to be taken), with respect to any of the following matters without the affirmative approval of the Board: (i) except with a transaction to be consummated pursuant to Section 4.05, (1) any merger or consolidation of the Company, any Subsidiary or any Joint Venture with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary or Joint Venture with or into any Person other than the Company or any other wholly owned Subsidiary, (2) any sale of the Company, any Subsidiary, any Joint Venture or any significant operations of the Company, any Subsidiary or any Joint Venture or (3) any acquisition or disposition of assets, business, operations or securities by the Company, any Subsidiary or any Joint Venture (in a single transaction or a series of related transactions) having a value in each case in this clause (3) in excess of $1,000,000; (ii) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company, any Subsidiary or any Joint Venture, except (i) as expressly permitted by this Agreement or the Charter and (ii) any dividend made from a Subsidiary of the Company to another Subsidiary of the Company or from a Subsidiary of the Company to the Company; (iii) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company, any Subsidiary or any Joint Venture; (iv) any incurrence, refinancing, alteration of material terms or prepayment by the Company, any Subsidiary or any Joint Venture of indebtedness for borrowed money (or the guaranty by the Company, any Subsidiary or any Joint Venture of any such indebtedness), or the issuance or registration with the SEC of any security by the Company, any Subsidiary or any Joint Venture, in each case other than (i) pursuant to the First Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the initial lenders, initial issuing bank and swing line bank each as named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent and Bear Xxxxxxx Corporate Lending Inc., as syndication agent, (ii) the Second Lien Credit Agreement dated as of February 24, 2005, among NTELOS Inc., the subsidiary guarantors named therein, the lenders named therein, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, Xxxxxx Xxxxxxx & Co. Incorporated, as collateral agent and Bear Xxxxxxx Corporate Lending Inc., as syndication agent, (iii) pursuant to any other revolving credit agreement previously approved by the Board in compliance with this Section 2.05(d), (iv) pursuant to any employee or stock option plans previously approved by the Board in compliance with this Section 2.05(d) or (v) as specifically contemplated by this Agreement; (v) any individual or related series of capital expenditures or capital leases which are inconsistent with the annual capital expenditure budget approved by the Board in compliance with this Section 2.05(d); (vi) any entering into, amending or modifying in any material respect any agreement of the Company, any Subsidiary or any Joint Venture, which is material to the Company and its Subsidiaries as a whole; (vii) any entering into of any agreement, indenture or other instrument that contains any provision that would restrict either the payment of dividends on the Common Stock or the repurchase of Class A Common Stock in accordance with Section 4.04; (viii) any determination of compensation, benefits, perquisites or other incentives for officers of the Company, any Subsidiary or any Joint Venture or the approval or amendment of any plans or contracts in connection therewith, any approval or amendment to any equity or other compensation or benefit plans for employees of the Company, Subsidiary or any Joint Venture or the grant of any stock option or other equity compensation to any employee of the Company, any Subsidiary or any Joint Venture, other than any such determinations, amendments or grants (i) required by law, (ii) to satisfy agreements currently in place or deliver the benefits intended thereunder and (iii) renew insurance or administrative service contracts relating to benefits plans if such renewals come due in the ordinary course; (ix) any appointment or dismissal of any of the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, any division head or any other executive officer in any similar capacity of the Company, any Subsidiary or any Joint Venture; (x) any change in accounting or tax principles, policies with respect to the financial statements, records or affairs of the Company, any Subsidiary or any Joint Venture, except as required by generally accepted accounting principles or by law or any other matters that could affect any regulatory status or tax liability of the Company or any such Subsidiary or Joint Venture; (xi) any appointment or removal of the auditors, regular legal counsel, financial advisors, underwriters, investment bankers or company-wide insurance providers of the Company, any Subsidiary or any Joint Venture; (xii) any exercise or waiver of the Company’s rights under this Agreement, any amendment to the Charter or Bylaws or any adoption of or amendment to the certificate of incorporation, bylaws or other organizational documents of any Subsidiary or Joint Venture; (xiii) any approval of the annual business plan, budget, capital expenditure budget or long-term strategic plan of the Company, any Subsidiary or any Joint Venture; (xiv) any modification of the long-term business strategy or scope of the business of the Company, any Subsidiary or any Joint Venture; (xv) any increase or decrease to the number of directors that comprise the entire board of directors or similar governing body of the Company, any Subsidiary or any Joint Venture; (xvi) any contract with, obligation to or transaction or series of transactions between, the Company, any Subsidiary or any Joint Venture, on the one hand, and one or more of its stockholders, other equityholders or their respective Affiliates, on the other hand; (xvii) any initiation or settlement of any significant litigation, arbitration, mediation or other dispute resolution proceeding; (xviii) the taking of any significant action, including the making of any significant filing, with respect to any governmental or regulatory body, agency, official or authority, including applications for new regulatory licenses, requests for transfers or assignments of existing regulatory licenses or participation in material rulemakings or other policy proceedings; or (xix) the entry into, or the termination, disposition or material amendment of the terms of, any Joint Venture.