Common use of Actions by the Board of Directors Clause in Contracts

Actions by the Board of Directors. (a) The Shareholders and the Company shall use their reasonable best efforts to take all actions necessary (including amending the memorandum and articles of association of the Company, if necessary) to provide that, for so long as this Agreement is in effect, a quorum for any meeting of the Board shall require the presence of (x) directors constituting at least a majority of the entire Board, and (y) at least one of the Silver Lake Designees and (z) at least one of the TPG Designees. Unless agreed to by unanimous consent of the Board in writing, subject to applicable law, no action by the Board will be valid unless approved by a majority of the directors at a meeting properly convened at which a quorum is present. The Company and the Shareholders shall use their reasonable best efforts to take such further action to provide that the articles of association and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders shall take (or shall cause the Directors appointed by them to take) such action as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one Silver Lake Designee and one TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) and (iii) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committee. The Shareholders and the Company shall use their reasonable best efforts to take all necessary action to cause the memorandum and articles of association of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a). (b) Subject to applicable law, the Company shall not take any of the actions set forth in items (i) through (iii) and (v) through (viii) below without the prior consent of at least seven of the eleven Directors and the Company shall not take the action set forth in item (iv) below without the prior consent of at least ten of the eleven Directors. (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency or similar law; (ii) merge or consolidate with any other Person other than a subsidiary of the Company (the “Target”) if the book value of the assets of the Target as of the end of its most recently ended fiscal quarter preceding the earlier of the date the Company enters into definitive agreements in respect of such transaction or publicly announces such transaction (the “Determination Date”) would exceed 15% of the consolidated assets of the Company; (iii) sell, transfer or otherwise dispose of (including by merger, dividend or other distribution, formation of a joint venture or otherwise) any assets in one or a series of related transactions if the book value of such assets exceeds 15% of the consolidated assets of the Company as of the end of the Company’s most recent fiscal quarter preceding the Determination Date; (iv) increase or decrease the number of Directors that comprise the entire Board; (v) authorize, issue or sell (including by merger or otherwise) any shares, options, warrants or rights to acquire shares of the Company in excess of 15% of the Company’s outstanding shares (other than issuances of Shares pursuant to management options issued pursuant to plans approved by the Board); (vi) pay, declare or set aside any sums or other property for the payment of any dividends on, or make any other distributions in respect of (including by merger or otherwise), any shares of the Company, or any warrants, options, rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 15% of the net income of the Company for the fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); (vii) redeem, purchase or otherwise acquire (including by merger or otherwise), any shares of the Company or any warrants, options and rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 5% of the stockholders’ equity, or redeem or purchase otherwise acquire or make any payments with respect to any share appreciation rights or phantom share plans in excess of 5% of the net income of the Company for the prior fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); or (viii) amend, modify or repeal any of the provisions of the memorandum and articles of association of the Company. Finally, the prior consent of at least seven of the eleven Directors (other than the Chief Executive Officer and the Management Director, who shall be required to abstain) shall be required to hire or terminate the employment contract of the Chief Executive Officer. Notwithstanding the foregoing, nothing in this Section 4.2 shall limit the rights of any Shareholder under Article III. (c) Unless otherwise agreed by the parties hereto, the Board shall follow the following procedures: (i) Special meetings of the Board may be held at any time upon the call of at least two Directors by oral, telephonic, telegraphic, facsimile or e-mail notice duly given or sent at least one day, or by written notice sent by express mail at least three days, before the meeting to each director. Reasonable efforts shall be made to ensure that each director actually receives timely notice of any meeting. The annual meeting of the Board shall be held without notice immediately following the annual meeting of shareholders of the Company. (ii) A reasonably detailed agenda shall be supplied to each director reasonably in advance of each meeting of the Board, together with other appropriate documentation with respect to agenda items calling for board action, to inform adequately directors regarding matters to come before the board. Any director wishing to place a matter on the agenda for any meeting of the applicable board of directors may do so by communicating with the chairman of the Board sufficiently in advance of the meeting of the Board so as to permit timely dissemination to all directors of information with respect to the agenda items. (d) The Shareholders shall upon request take all action provided for under the terms of the Shares held by them to cause the memorandum and articles of association or comparable governing documents of each subsidiary of the Company to be amended to require the prior approval of the Board of any actions of the subsidiary that, if made by the Company, would require the approval of the Company’s Board under the articles of association of the Company or under this Agreement.

Actions by the Board of Directors. (a) The Shareholders Stockholders and the Company shall use their reasonable best efforts to take all actions necessary (including amending the memorandum and articles Certificate of association Incorporation or By-laws of the Company, if necessary) to provide that, for so long as this Agreement is in effect, except with respect to the actions set forth in Section 3.1(e), a quorum for any meeting of the Board shall require the presence of (xi) directors constituting at least a majority of the entire Board, and (yii) at least one of the Silver Lake Designees Selected Class A Director (or if no such Director has been so designated, any Non-Officer Director), so long as an ACOF Ownership Event has not occurred, and (ziii) at least one Class B/C Director designated by ACOF (or if no such Director has been so designated, any Class B/C Director), so long as ACOF, together with its Affiliates and Permitted Transferees, beneficially owns shares of Class B Common Stock and Class C Common Stock representing at least 5% of the TPG Designeestotal Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the Pre-Spin Recapitalization) or after the date of this Agreement). Unless agreed to by unanimous consent of the Board or a committee thereof in writing, subject to applicable lawLaw, no action by the Board or any committee thereof, as applicable, will be valid unless approved by a majority of the directors Directors present at a meeting properly convened at which a quorum is present. The Company and the Shareholders shall use their reasonable best efforts to take such further action to provide that the articles of association and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders shall take (or shall cause the Directors appointed by them to take) such action as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one Silver Lake Designee and one TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) and (iii) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committee. The Shareholders and the Company shall use their reasonable best efforts to take all necessary action to cause the memorandum and articles of association of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a). (b) Subject to applicable law, the The Company shall not (and shall not permit any of its Subsidiaries to) directly or indirectly take any of the actions set forth in (1) items (i) through (iii) and (v) through (viiixi) below without the prior consent affirmative vote of at least seven one Class B/C Director designated by ACOF (or if no such Director has been so designated, any Class B/C Director), so long as ACOF, together with its Affiliates and Permitted Transferees, beneficially owns shares of Class B Common Stock and Class C Common Stock representing at least 15% of the eleven Directors total Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the Pre-Spin Recapitalization) or after the date of this Agreement), and the Company shall not take the action set forth in item (iv2) items (v), (ix), and (x) below without the prior consent affirmative vote of at least ten of the eleven Directors.one Selected Class A Director (or if no such Director has been so designated, any Non-Officer Director), so long as an ACOF Ownership Event has not occurred: (i) voluntarily commence (or consent to the filing of) any proceeding or file any petition seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency or similar lawLaw or make a general assignment for the benefit of creditors; (ii) merge or consolidate with or into, or transfer all or substantially all of its assets to, any other Person (other than a wholly owned subsidiary of the Company (Company), except for any such merger, consolidation or transfer conducted in accordance with the “Target”) if the book value of the assets of the Target as of the end of its most recently ended fiscal quarter preceding the earlier of the date the Company enters into definitive agreements procedures set forth in respect of such transaction or publicly announces such transaction (the “Determination Date”) would exceed 15% of the consolidated assets of the CompanySection 2.6; (iii) sell, transfer or otherwise dispose of (including by merger, dividend or other distribution, formation of a joint venture or otherwise) any assets in one or a series of related transactions if the book value of such assets exceeds 15% of the consolidated assets of the Company as of the end of the Company’s most recent fiscal quarter preceding the Determination Date; (iv) increase or decrease the number of Directors that comprise the entire Board, other than by eliminating the Initial Trigger Class A Directorship in accordance with the Company’s Certificate of Incorporation; (iv) consummate the first Public Offering after the Spin-Off (other than a QPO); (v) authorize, issue or sell (including by merger or otherwise) any shares, options, warrants or rights to acquire shares of the Company in excess of 15% of the Company’s outstanding shares (other than issuances of Shares pursuant to management options issued pursuant to plans approved by the Board); (vi) pay, declare or set aside any sums or other property for the payment of any dividends on, or make any other distributions in respect of (including by merger or otherwise), redeem any shares of the Company, or any warrants, options, rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 15% of the net income of the Company for the fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements)’s Series A Preferred Stock; (vii) redeem, purchase or otherwise acquire (including by merger or otherwise), any shares of the Company or any warrants, options and rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 5% of the stockholders’ equity, or redeem or purchase otherwise acquire or make any payments with respect to any share appreciation rights or phantom share plans in excess of 5% of the net income of the Company for the prior fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); or (viiivi) amend, modify or repeal the Certificate of Incorporation or By-laws of the Company in a manner adverse to any Major Stockholder (directly or indirectly pursuant to a merger or otherwise); provided, that (A) any amendment or modification of the Certificate of Incorporation solely increasing the authorized number of shares of any class or classes of Common Stock shall not be deemed to be adverse to any Major Stockholder and (B) for the avoidance of doubt, this clause (vi) shall not apply to any merger conducted in accordance with the procedures set forth in Section 2.6; (vii) other than as contemplated by the Ancillary Agreements in effect at the time of such transaction, enter into, directly or indirectly, any Affiliate Transaction or series of Affiliate Transactions; (viii) take any action relating to the termination, liquidation, dissolution or winding up of the Company; (ix) take any action that could constitute a breach of the covenant of the Company under Section 8.01(e) of the Distribution Agreement; (x) create, authorize, issue, grant, deliver or sell any shares of Capital Stock (other than pursuant to any stock option, stock purchase plan or agreement or other benefit plans approved by the Board to employees, officers, independent directors and/or consultants to the Company or its Subsidiaries or as a result of the conversion of Class B Common Stock or Class C Common Stock into Class A Common Stock in accordance with the terms of the Certificate of Incorporation), or engage in a Rights Offering; and (xi) enter into any Contract to do any of the provisions of the memorandum and articles of association of the Company. Finally, the prior consent of at least seven of the eleven Directors (other than the Chief Executive Officer and the Management Director, who shall be required to abstain) shall be required to hire or terminate the employment contract of the Chief Executive Officer. Notwithstanding the foregoing, nothing in this Section 4.2 shall limit the rights of any Shareholder under Article III. (c) Unless otherwise agreed in writing by the parties heretoMajor Stockholders, the Board shall follow the following procedures: (i) Special meetings Meetings of the Board may be held at any time upon the call of at least two Directors by oral, telephonic, telegraphic, facsimile or e-mail notice duly given or sent at least one day, or by written notice sent by express mail at least three days, before the meeting to each directorDirector. Reasonable best efforts shall be made to ensure that each director Director actually receives timely notice of any meeting. The annual meeting of the Board shall be held without notice immediately following the annual meeting of shareholders of the Company. (ii) A reasonably detailed agenda shall be supplied to each director Director reasonably in advance of each meeting of the Board, together with other appropriate documentation with respect to agenda items calling for board Board action, to inform adequately directors Directors regarding matters to come before the boardBoard. Any director Director wishing to place a matter on the agenda for any meeting of the applicable board Board of directors Directors may do so by communicating with the chairman of the Board to the extent reasonably practicable sufficiently in advance of the meeting of the Board so as to permit timely dissemination to all directors Directors of information with respect to the agenda items. (iii) The Company shall cause the Board to hold Board meetings at least as frequently as once per quarter. (d) The Shareholders Stockholders shall upon request take all action provided for under the terms of the Shares held by them to cause the memorandum certificate of incorporation and articles of association bylaws or comparable governing documents of each subsidiary Subsidiary of the Company to be amended to require the prior approval of the Board of any actions of the subsidiary Subsidiary that, if made by the Company, would require the approval of the Company’s Board under the articles Certificate of association Incorporation or the By-laws of the Company or under this Agreement.

Actions by the Board of Directors. (a) The Shareholders and the Company shall use their reasonable best efforts to take all actions provided for under the terms of the Shares held by them necessary (including amending to amend the memorandum and articles of association of the Company, if necessary) Company to provide that, for so long as this Agreement is in effect, a quorum for any meeting of the Board shall require the presence of (x) directors constituting at least a majority of the entire Board, and (y) at least one of the Silver Lake Designees and (z) at least one of the TPG Designees. Unless agreed to by unanimous consent of the Board in writing, subject to applicable law, no action by the Board will be valid unless approved by a majority of the directors at a meeting properly convened at which a quorum is present. The Company and the Shareholders shall use their reasonable best efforts to take such further action to provide that the articles of association incorporation and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders shall take (or shall cause the Directors appointed by them to take) such action provided for under the terms of the Shares held by them as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one Silver Lake Designee and one TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) and (iii) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committeeExecutive Committee. The Shareholders and the Company shall use their reasonable best efforts to take all necessary such action provided for under the terms of the Shares held by them to cause the memorandum and articles of association of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b5.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a). (b) Subject to applicable law, the Company shall not take any of the actions set forth in items (i) through (iiiiv) and (vvi) through (viiiix) below without the prior consent of at least seven of the eleven nine Directors and the Company shall not take the action set forth in item (ivv) below without the prior consent of at least ten eight of the eleven Directorsnine directors. (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency or similar law; (ii) merge or consolidate with any other Person other than a subsidiary of the Company (the “"Target”") if (x) the book value of the assets of the Target (in the case of an acquisition of a Target) as of the end of its most recently ended fiscal quarter preceding the earlier of the date the Company enters into definitive agreements in respect of such transaction or publicly announces such transaction (the “"Determination Date”") would exceed 15% $100 million or (y) the fair market value of the consolidated assets of consideration paid or payable for the CompanyTarget would exceed $100 million; (iii) sell, transfer or otherwise dispose of (including by merger, dividend or other distributiondistribution or other transaction involving one or more shareholders of the Company, formation of a joint venture or otherwise) any assets in one or a series of related transactions if (x) the book value of such assets exceeds 15% of the consolidated assets of the Company $100 million as of the end of the Company’s 's most recent fiscal quarter preceding the Determination DateDate or (y) the fair market value of the consideration received or receivable for such assets (including, with respect to any asset sale, the value of any debt assumed or to be assumed in such transaction) exceeds $100 million; (iv) enter into any contract with or otherwise engage in or become obligated to engage in any transaction or series of related transactions with any of Silver Lake, TPG, August or any of their respective Affiliates involving more than $1 million per calendar year; provided, however, that all such contracts and transactions (whether or not exceeding the $1 million limitation) shall be on an arms' length basis; (v) increase or decrease the number of Directors that comprise the entire Board; (vvi) authorize, issue or sell (including by merger or otherwise) any shares, options, warrants or rights to acquire shares of the Company in excess of 15% of the Company’s outstanding shares (other than issuances of Shares shares pursuant to management options issued pursuant to plans approved by with the approval of the Board); (vivii) pay, declare or set aside any sums or other property for the payment of any dividends on, or make any other distributions in respect of (including by merger or otherwise), any shares of the Company, or any warrants, options, rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 15% of the net income of the Company for the fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); (viiviii) redeem, purchase or otherwise acquire (including by merger or otherwise), any shares of the Company or any warrants, options and rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 5% of the stockholders’ equityCompany, or redeem or purchase otherwise acquire or make any payments with respect to any share appreciation rights or phantom share plans in excess of 5% of the net income of the Company for the prior fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); or (viiiix) amend, modify or repeal any of the provisions of the memorandum and articles of association of the Company. FinallyIn addition, no Shareholder may exercise its rights pursuant to Section 2.6 without the prior consent of at least seven of the eleven nine Directors. Finally, the prior consent of at least five of the nine Directors (other than the Chief Executive Officer and the Management Director, who shall be required to abstain) shall be required to hire or terminate the employment contract of the Chief Executive Officer. Notwithstanding the foregoing, nothing in this Section 4.2 5.2 shall limit the rights of any Shareholder under Article III. (c) Unless otherwise agreed by the parties hereto, the Board shall follow the following procedures: (i) Special meetings of the Board may be held at any time upon the call of at least two Directors by oral, telephonic, telegraphic, facsimile or e-mail notice duly given or sent at least one day, or by written notice sent by express mail at least three days, before the meeting to each director. Reasonable efforts shall be made to ensure that each director actually receives timely notice of any meeting. The annual meeting of the Board shall be held without notice immediately following the annual meeting of shareholders of the Company. (ii) A reasonably detailed agenda shall be supplied to each director reasonably in advance of each meeting of the Board, together with other appropriate documentation with respect to agenda items calling for board action, to inform adequately directors regarding matters to come before the board. Any director wishing to place a matter on the agenda for any meeting of the applicable board of directors may do so by communicating with the chairman of the Board sufficiently in advance of the meeting of the Board so as to permit timely dissemination to all directors of information with respect to the agenda items. (d) The Shareholders shall upon request take all action provided for under the terms of the Shares held by them to cause the memorandum and articles of association or comparable governing documents of each subsidiary of the Company to be amended to require the prior approval of the Board of any actions of the subsidiary that, if made by the Company, would require the approval of the Company’s 's Board under the articles of association of the Company or under this Agreement.

Actions by the Board of Directors. (a) The Shareholders Stockholders and the Company shall use their reasonable best efforts to take all actions necessary (including amending the memorandum certificate of incorporation and articles of association bylaws of the Company, if necessary) to provide that, for so long as this Agreement is in effect, a quorum for any meeting of the Board shall require the presence of (x) directors Directors constituting at least a majority of the entire Board, and (y) at least one two of the following four Directors: (i) the Silver Lake Designees Designee, (ii) the TPG Designee and (ziii) at least one of the TPG New SAC Designees. Unless agreed to by unanimous consent of the Board in writing, subject to applicable law, no action by the Board will be valid unless approved by a majority of the directors Directors at a meeting properly convened at which a quorum is present. The Company and the Shareholders Stockholders shall use their reasonable best efforts to take such further action to provide that the articles certificate of association incorporation and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders Stockholders shall take (or shall cause the Directors appointed by them to take) such action as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and nominating and corporate governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one the Silver Lake Designee to serve on the strategic and one financial transactions, compensation and nominating and corporate governance committees, (iii) the TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) strategic and financial transactions and nominating and corporate governance committees and (iiiiv) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committee. The Shareholders Stockholders and the Company shall use their reasonable best efforts to take all necessary action to cause the memorandum certificate of incorporation and articles of association bylaws of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a). (b) Subject to applicable law, the Company shall not take any of the actions set forth in items (i) through (iii) and (v) through (viii) below without the prior consent of at least seven six of the eleven Directors nine (or ten, as the case may be) Directors, including the affirmative vote of each of the Silver Lake Designee and the Company shall not take the action set forth in item (iv) below without the prior consent of at least ten of the eleven DirectorsTPG Designee. (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency or similar law; (ii) merge or consolidate with any other Person other than a subsidiary of the Company (the “"Target”") if the book value of the assets of the Target as of the end of its most recently ended fiscal quarter preceding the earlier of the date the Company enters into definitive agreements in respect of such transaction or publicly announces such transaction (the “"Determination Date”") would exceed 15% of the consolidated assets of the Company; (iii) sell, transfer or otherwise dispose of (including by merger, dividend or other distribution, formation of a joint venture or otherwise) any assets in one or a series of related transactions if the book value of such assets exceeds 15% of the consolidated assets of the Company as of the end of the Company’s 's most recent fiscal quarter preceding the Determination Date; (iv) increase or decrease the number of Directors that comprise the entire Board; (v) authorize, issue or sell (including by merger or otherwise) any shares, options, warrants or rights to acquire shares of the Company in excess of 15% of the Company’s 's outstanding shares (other than issuances of Shares pursuant to management options to acquire the Company's common stock issued pursuant to plans approved by the Board); (vi) pay, declare or set aside any sums or other property for the payment of any dividends on, or make any other distributions in respect of (including by merger or otherwise), any shares of the Company, or any warrants, options, rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 15% of the net income of the Company for the most recently completed fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); (vii) redeem, purchase or otherwise acquire (including by merger or otherwise), any shares of the Company or any warrants, options and rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 5% of the stockholders’ ' equity, or redeem or purchase otherwise acquire or make any payments with respect to any share appreciation rights or phantom share plans in excess of 5% of the net income of the Company for the prior most recently completed fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); or (viii) amend, modify or repeal any of the provisions of the memorandum and articles certificate of association incorporation or bylaws of the Company, except as required to comply with its obligations under Section 4.1 of this Agreement. Finally, the prior consent of at least seven six of the eleven nine (or ten, as the case may be) Directors (including the affirmative vote of each of the Silver Lake Designee and the TPG Designee and other than the Chief Executive Officer and the Management DirectorOfficer, who shall be required to abstain) shall be required to hire or terminate the employment contract of the Chief Executive Officer. Notwithstanding the foregoing, nothing in this Section 4.2 shall limit the rights of any Shareholder Stockholder under Article III. (c) Unless otherwise agreed by a majority of the parties heretoBoard (including the affirmative vote of each of the Silver Lake Designee, the TPG Designee and each New SAC Designee), the Board shall follow the following procedures: (i) Special meetings of the Board may be held at any time upon the call of at least two Directors the Chairman of the Board, the Chief Executive Officer, the president of the Company or a majority of the members of the Board then in office by oralnotice given by the secretary of the Company personally or by telephone, telephonic, telegraphic, facsimile or e-mail notice duly given or sent at least one dayby first-class mail, overnight mail, courier service or by written telegram. If the notice sent by express is mailed, it shall be deposited in the United States mail at least three days, four (4) calendar days before the meeting time of the holding of the meeting. If the notice is delivered by telegram, overnight mail or courier, it shall be deemed adequately delivered when the telegram is delivered to each the telegraph company or the notice is delivered to the overnight mail or courier service company at least forty-eight (48) hours before such meeting. If by facsimile transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least twelve (12) hours before such meeting. If by telephone or hand delivery the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. Reasonable efforts shall be made to ensure that each director Director actually receives timely notice of any meeting. The annual meeting of the Board shall be held without notice immediately following the annual meeting of shareholders of the Company. (ii) A reasonably detailed agenda shall be supplied to each director Director reasonably in advance of each meeting of the Board, together with other appropriate documentation with respect to agenda items calling for board action, to inform adequately directors Directors regarding matters to come before the board. Any director Director wishing to place a matter on the agenda for any meeting of the applicable board of directors may do so by communicating with the chairman of the Board sufficiently in advance of the meeting of the Board so as to permit timely dissemination to all directors Directors of information with respect to the agenda items. (d) The Shareholders shall upon request take all action provided for under the terms of the Shares held by them to cause the memorandum and articles of association or comparable governing documents of each subsidiary of the Company to be amended to require the prior approval of the Board of any actions of the subsidiary that, if made by the Company, would require the approval of the Company’s Board under the articles of association of the Company or under this Agreement.

Actions by the Board of Directors. (a) The Shareholders Stockholders and the Company shall use their reasonable best efforts to take all actions necessary (including amending the memorandum and articles Certificate of association Incorporation or By-laws of the Company, if necessary) to provide that, for so long as this Agreement is in effect, except with respect to the actions set forth in Section 3.1(e), a quorum for any meeting of the Board shall require the presence of (xi) directors constituting at least a majority of the entire Board, and (yii) at least one ESL Director designated by ESL (or if no such Director has been so designated, any ESL Director), so long as ESL, together with its Affiliates and Permitted Transferees, beneficially owns at least 5% of the Silver Lake Designees total Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the Pre-Spin Recapitalization) or after the date of this Agreement), and (ziii) at least one Class B/C Director designated by ACOF (or if no such Director has been so designated, any Class B/C Director), so long as ACOF, together with its Affiliates and Permitted Transferees, beneficially owns shares of Class B Common Stock and Class C Common Stock representing at least 5% of the TPG Designeestotal Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the Pre-Spin Recapitalization) or after the date of this Agreement). Unless agreed to by unanimous consent of the Board or a committee thereof in writing, subject to applicable lawLaw, no action by the Board or any committee thereof, as applicable, will be valid unless approved by a majority of the directors Directors present at a meeting properly convened at which a quorum is present. The Company and the Shareholders shall use their reasonable best efforts to take such further action to provide that the articles of association and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders shall take (or shall cause the Directors appointed by them to take) such action as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one Silver Lake Designee and one TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) and (iii) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committee. The Shareholders and the Company shall use their reasonable best efforts to take all necessary action to cause the memorandum and articles of association of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a). (b) Subject to applicable law, the The Company shall not (and shall not permit any of its Subsidiaries to) directly or indirectly take any of the actions set forth in (1) items (i) through (iii) and (v) through (viiixi) below without the prior consent affirmative vote of at least seven one Class B/C Director designated by ACOF (or if no such Director has been so designated, any Class B/C Director), so long as ACOF, together with its Affiliates and Permitted Transferees, beneficially owns shares of Class B Common Stock and Class C Common Stock representing at least 15% of the eleven Directors total Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the Pre-Spin Recapitalization) or after the date of this Agreement), and the Company shall not take the action set forth in item (iv2) items (v), (ix), and (x) below without the prior consent affirmative vote of at least ten one ESL Director designated by ESL (or if no such Director has been so designated, any ESL Director), so long as ESL, together with its Affiliates and Permitted Transferees, beneficially owns at least 15% of the eleven Directors.total Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the Pre-Spin Recapitalization) or after the date of this Agreement): (i) voluntarily commence (or consent to the filing of) any proceeding or file any petition seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency or similar lawLaw or make a general assignment for the benefit of creditors; (ii) merge or consolidate with or into, or transfer all or substantially all of its assets to, any other Person (other than a wholly owned subsidiary of the Company (Company), except for any such merger, consolidation or transfer conducted in accordance with the “Target”) if the book value of the assets of the Target as of the end of its most recently ended fiscal quarter preceding the earlier of the date the Company enters into definitive agreements procedures set forth in respect of such transaction or publicly announces such transaction (the “Determination Date”) would exceed 15% of the consolidated assets of the CompanySection 2.6; (iii) sell, transfer or otherwise dispose of (including by merger, dividend or other distribution, formation of a joint venture or otherwise) any assets in one or a series of related transactions if the book value of such assets exceeds 15% of the consolidated assets of the Company as of the end of the Company’s most recent fiscal quarter preceding the Determination Date; (iv) increase or decrease the number of Directors that comprise the entire Board, other than by eliminating the Initial Trigger Class A Directorship in accordance with the Company’s Certificate of Incorporation; (iv) consummate the first Public Offering after the Spin-Off (other than a QPO); (v) authorize, issue or sell (including by merger or otherwise) any shares, options, warrants or rights to acquire shares of the Company in excess of 15% of the Company’s outstanding shares (other than issuances of Shares pursuant to management options issued pursuant to plans approved by the Board); (vi) pay, declare or set aside any sums or other property for the payment of any dividends on, or make any other distributions in respect of (including by merger or otherwise), redeem any shares of the Company, or any warrants, options, rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 15% of the net income of the Company for the fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements)’s Series A Preferred Stock; (vii) redeem, purchase or otherwise acquire (including by merger or otherwise), any shares of the Company or any warrants, options and rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 5% of the stockholders’ equity, or redeem or purchase otherwise acquire or make any payments with respect to any share appreciation rights or phantom share plans in excess of 5% of the net income of the Company for the prior fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); or (viiivi) amend, modify or repeal the Certificate of Incorporation or By-laws of the Company in a manner adverse to any Major Stockholder (directly or indirectly pursuant to a merger or otherwise); provided, that (A) any amendment or modification of the Certificate of Incorporation solely increasing the authorized number of shares of any class or classes of Common Stock shall not be deemed to be adverse to any Major Stockholder and (B) for the avoidance of doubt, this clause (vi) shall not apply to any merger conducted in accordance with the procedures set forth in Section 2.6; (vii) other than as contemplated by the Ancillary Agreements in effect at the time of such transaction, enter into, directly or indirectly, any Affiliate Transaction or series of Affiliate Transactions; (viii) take any action relating to the termination, liquidation, dissolution or winding up of the Company; (ix) take any action that could constitute a breach of the covenant of the Company under Section 8.01(e) of the Distribution Agreement; (x) create, authorize, issue, grant, deliver or sell any shares of Capital Stock (other than pursuant to any stock option, stock purchase plan or agreement or other benefit plans approved by the Board to employees, officers, independent directors and/or consultants to the Company or its Subsidiaries or as a result of the conversion of Class B Common Stock or Class C Common Stock into Class A Common Stock in accordance with the terms of the Certificate of Incorporation), or engage in a Rights Offering; and (xi) enter into any Contract to do any of the provisions of the memorandum and articles of association of the Company. Finally, the prior consent of at least seven of the eleven Directors (other than the Chief Executive Officer and the Management Director, who shall be required to abstain) shall be required to hire or terminate the employment contract of the Chief Executive Officer. Notwithstanding the foregoing, nothing in this Section 4.2 shall limit the rights of any Shareholder under Article III. (c) Unless otherwise agreed in writing by the parties heretoMajor Stockholders, the Board shall follow the following procedures: (i) Special meetings Meetings of the Board may be held at any time upon the call of at least two Directors by oral, telephonic, telegraphic, facsimile or e-mail notice duly given or sent at least one day, or by written notice sent by express mail at least three days, before the meeting to each directorDirector. Reasonable best efforts shall be made to ensure that each director Director actually receives timely notice of any meeting. The annual meeting of the Board shall be held without notice immediately following the annual meeting of shareholders of the Company. (ii) A reasonably detailed agenda shall be supplied to each director Director reasonably in advance of each meeting of the Board, together with other appropriate documentation with respect to agenda items calling for board Board action, to inform adequately directors Directors regarding matters to come before the boardBoard. Any director Director wishing to place a matter on the agenda for any meeting of the applicable board Board of directors Directors may do so by communicating with the chairman of the Board to the extent reasonably practicable sufficiently in advance of the meeting of the Board so as to permit timely dissemination to all directors Directors of information with respect to the agenda items. (iii) The Company shall cause the Board to hold Board meetings at least as frequently as once per quarter. (d) The Shareholders Stockholders shall upon request take all action provided for under the terms of the Shares held by them to cause the memorandum certificate of incorporation and articles of association bylaws or comparable governing documents of each subsidiary Subsidiary of the Company to be amended to require the prior approval of the Board of any actions of the subsidiary Subsidiary that, if made by the Company, would require the approval of the Company’s Board under the articles Certificate of association Incorporation or the By-laws of the Company or under this Agreement.

Actions by the Board of Directors. (a) The Shareholders and the Company shall use their reasonable best efforts to take all actions provided for under the terms of the Shares held by them necessary (including amending to amend the memorandum and articles of association of the Company, if necessary) Company to provide that, for so long as this Agreement is in effect, a quorum for any meeting of the Board shall require the presence of (x) directors constituting at least a majority of the entire Board, and (y) at least one of the Silver Lake Designees and (z) at least one of the TPG Designees. Unless agreed to by unanimous consent of the Board in writing, subject to applicable law, no action by the Board will be valid unless approved by a majority of the directors at a meeting properly convened at which a quorum is present. The Company and the Shareholders shall use their reasonable best efforts to take such further action to provide that the articles of association incorporation and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders shall take (or shall cause the Directors appointed by them to take) such action provided for under the terms of the Shares held by them as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one Silver Lake Designee and one TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) and (iii) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committeeExecutive Committee. The Shareholders and the Company shall use their reasonable best efforts to take all necessary such action provided for under the terms of the Shares held by them to cause the memorandum and articles of association of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b5.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a). (b) Subject to applicable law, the Company shall not take any of the actions set forth in items (i) through (iiiiv) and (vvi) through (viiiix) below without the prior consent of at least seven of the eleven nine Directors and the Company shall not take the action set forth in item (ivv) below without the prior consent of at least ten eight of the eleven Directorsnine directors. (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency or similar law; (ii) merge or consolidate with any other Person other than a subsidiary of the Company (the “"Target”") if (x) the book value of the ------ assets of the Target (in the case of an acquisition of a Target) as of the end of its most recently ended fiscal quarter preceding the earlier of the date the Company enters into definitive agreements in respect of such transaction or publicly announces such transaction (the “"Determination ------------- Date”") would exceed 15% $100 million or (y) the fair market value of the consolidated assets of ---- consideration paid or payable for the CompanyTarget would exceed $100 million; (iii) sell, transfer or otherwise dispose of (including by merger, dividend or other distributiondistribution or other transaction involving one or more shareholders of the Company, formation of a joint venture or otherwise) any assets in one or a series of related transactions if (x) the book value of such assets exceeds 15% of the consolidated assets of the Company $100 million as of the end of the Company’s 's most recent fiscal quarter preceding the Determination DateDate or (y) the fair market value of the consideration received or receivable for such assets (including, with respect to any asset sale, the value of any debt assumed or to be assumed in such transaction) exceeds $100 million; (iv) enter into any contract with or otherwise engage in or become obligated to engage in any transaction or series of related transactions with any of Silver Lake, TPG, August or any of their respective Affiliates involving more than $1 million per calendar year; provided, however, that all such contracts and transactions (whether or not exceeding the $1 million limitation) shall be on an arms' length basis; (v) increase or decrease the number of Directors that comprise the entire Board; (vvi) authorize, issue or sell (including by merger or otherwise) any shares, options, warrants or rights to acquire shares of the Company in excess of 15% of the Company’s outstanding shares (other than issuances of Shares shares pursuant to management options issued pursuant to plans approved by with the approval of the Board); (vivii) pay, declare or set aside any sums or other property for the payment of any dividends on, or make any other distributions in respect of (including by merger or otherwise), any shares of the Company, or any warrants, options, rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 15% of the net income of the Company for the fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); (viiviii) redeem, purchase or otherwise acquire (including by merger or otherwise), any shares of the Company or any warrants, options and rights or securities convertible into, exchangeable or exercisable for, shares of the Company in excess of 5% of the stockholders’ equityCompany, or redeem or purchase otherwise acquire or make any payments with respect to any share appreciation rights or phantom share plans in excess of 5% of the net income of the Company for the prior fiscal year preceding the Determination Date (excluding purchases from employees pursuant to employee benefit plans or arrangements); or (viiiix) amend, modify or repeal any of the provisions of the memorandum and articles of association of the Company. FinallyIn addition, no Shareholder may exercise its rights pursuant to Section 2.6 without the prior consent of at least seven of the eleven nine Directors. Finally, the prior consent of at least five of the nine Directors (other than the Chief Executive Officer and the Management Director, who shall be required to abstain) shall be required to hire or terminate the employment contract of the Chief Executive Officer. Notwithstanding the foregoing, nothing in this Section 4.2 5.2 shall limit the rights of any Shareholder under Article III. (c) Unless otherwise agreed by the parties hereto, the Board shall follow the following procedures: (i) Special meetings of the Board may be held at any time upon the call of at least two Directors by oral, telephonic, telegraphic, facsimile or e-mail notice duly given or sent at least one day, or by written notice sent by express mail at least three days, before the meeting to each director. Reasonable efforts shall be made to ensure that each director actually receives timely notice of any meeting. The annual meeting of the Board shall be held without notice immediately following the annual meeting of shareholders of the Company. (ii) A reasonably detailed agenda shall be supplied to each director reasonably in advance of each meeting of the Board, together with other appropriate documentation with respect to agenda items calling for board action, to inform adequately directors regarding matters to come before the board. Any director wishing to place a matter on the agenda for any meeting of the applicable board of directors may do so by communicating with the chairman of the Board sufficiently in advance of the meeting of the Board so as to permit timely dissemination to all directors of information with respect to the agenda items. (d) The Shareholders shall upon request take all action provided for under the terms of the Shares held by them to cause the memorandum and articles of association or comparable governing documents of each subsidiary of the Company to be amended to require the prior approval of the Board of any actions of the subsidiary that, if made by the Company, would require the approval of the Company’s 's Board under the articles of association of the Company or under this Agreement.