Common use of Board Appointment Obligation Clause in Contracts

Board Appointment Obligation. (a) As of the Closing, the person set forth on Schedule C shall be a director of the Company (the “Seller Party Board Designee”). For so long as the Seller Parties and their controlled Affiliates continue to beneficially own at least ten percent (10%) of the Shares outstanding as of the date of this Stockholders’ Agreement, Nasdaq hereby agrees to (i) include the Seller Party Board Designee as a nominee to the Board of Directors on each slate of nominees for election to the Board of Directors proposed by management of Nasdaq, (ii) recommend the election of the Seller Party Board Designee to the stockholders of Nasdaq and (iii) without limiting the foregoing, otherwise use its reasonable best efforts (which shall include the solicitation of proxies) to cause the Seller Party Board Designee to be elected to the Board of Directors. (b) In the event that any Seller Party Board Designee for any reason (including pursuant to Section 3.1(d)) ceases to serve as a director such during his or her term of office, and the Seller Parties and their controlled Affiliates continue to beneficially own at least ten percent (10%) of the Shares outstanding as of the date of this Stockholders’ Agreement, then the Seller Parties shall have the right to nominate a replacement mutually agreed by the Seller Parties, on the one hand, and the Nominating & ESG Committee (or a successor committee serving such function), on the other hand, as a director to the Board of Directors, and such replacement shall thereafter be the Seller Party Board Designee. (c) At such time that the Seller Parties and their controlled Affiliates first cease to beneficially own at least ten percent (10%) of the Shares outstanding as of the date of this Stockholders’ Agreement, any Seller Party Board Designee on the Board of Directors shall (and the Seller Parties shall use their reasonable best efforts to cause such Seller Party Board Designee to) offer to tender his or her resignation as a director to the Board of Directors, and the Nominating & ESG Committee (or a successor committee serving such function) shall recommend to the Board of Directors whether to accept or reject it. (d) If the Board of Directors determines that there is a Cause event that has occurred with respect to any Seller Party Board Designee, then such Seller Party Board Designee on the Board of Directors shall (and the Seller Parties shall use their reasonable best efforts to cause such Seller Party Board Designee to) offer to tender his or her resignation as a director to the Board of Directors, and the Nominating & ESG Committee (or a successor committee serving such function) shall recommend to the Board of Directors whether to accept or reject it.

Board Appointment Obligation. (a) As of the Closing, the person set forth on Schedule C shall be a director of the Company (the “Seller Party Board Designee”). For so long as the Seller Parties and their controlled Affiliates continue Investor AB continues to beneficially own at least ten five percent (105%) of the Shares outstanding capital stock of Nasdaq, Investor AB shall have the right to nominate a person reasonably acceptable to the Nominating Committee (or an successor committee serving such function) (the “Investor AB Board Designee”) as director to the Board of the date of this Stockholders’ Agreement, Directors. Nasdaq hereby agrees to (i) include the Seller Party Investor AB Board Designee as a nominee nominees to the Board of Directors on each slate of nominees for election to the Board of Directors proposed by management of Nasdaq, (ii) recommend the election of the Seller Party Investor AB Board Designee to the stockholders shareholders of Nasdaq and (iii) without limiting the foregoing, otherwise use its reasonable best efforts (which shall include the solicitation of proxies) to cause the Seller Party Investor AB Board Designee to be elected to the Board of Directors. The initial Investor AB Board Designee, Xxxxx Xxxxxx, shall be nominated to the Board of Directors following the Effective Date. (b) For so long as Investor AB beneficially owns at least five percent (5%) of the outstanding capital stock of Nasdaq, Nasdaq hereby agrees to use its reasonable best efforts to: (1) cause the appointment of the Investor AB Board Designee (but only if such Investor AB Board Designee meets the requirements to sit on any such committee) to a committee of the Board of Directors reasonably agreed to by Investor AB and the Company and (2) cause the appointment of one person designated by Investor AB who shall not be an Investor AB Board Designee and who shall be reasonably acceptable to the Nominating Committee (or an successor committee serving such function) (the “Investor AB Committee Designee”) to a committee of the Board reasonably agreed to by Investor AB and the Company (the “Committee”), in each of the foregoing subject to applicable law, regulation, stock exchange listing standard or committee composition standards. The initial Investor AB Committee Designee shall be designated by Investor AB as soon as reasonably practicable after the Effective Date Nasdaq (A) shall promptly thereafter cause the appointment of such designee to the Committee and (B) covenants that the Nominating Committee shall take no action until such designee has been appointed to the Committee. (c) In the event that any Seller Party Investor AB Board Designee or Investor AB Committee Designee for any reason (including pursuant to Section 3.1(d)) ceases to serve as a director such during his or her term of office, and to the Seller Parties and their controlled Affiliates continue extent Investor AB is entitled to beneficially own at least ten percent (10%) designate an Investor AB Board Designee or Investor AB Committee Designee pursuant to this Section 3.1, the resulting vacancy on the Board of Directors, any committees of the Shares outstanding as Board of the date of this Stockholders’ Agreement, then the Seller Parties shall have the right to nominate a replacement mutually agreed by the Seller Parties, on the one hand, and Directors or the Nominating & ESG Committee shall be filled by a person designated by Investor AB and reasonably acceptable to the Nominating Committee (or a an successor committee serving such function), on the other hand, as a director to the Board of Directors, and such replacement shall thereafter be the Seller Party Board Designee. (c) At such time that the Seller Parties and their controlled Affiliates first cease to beneficially own at least ten percent (10%) of the Shares outstanding as of the date of this Stockholders’ Agreement, any Seller Party Board Designee on the Board of Directors shall (and the Seller Parties shall use their reasonable best efforts to cause such Seller Party Board Designee to) offer to tender his or her resignation as a director to the Board of Directors, and the Nominating & ESG Committee (or a successor committee serving such function) shall recommend to the Board of Directors whether to accept or reject it. (d) If the Board of Directors determines that there is a Cause event that has occurred with respect to any Seller Party Board Designee, then such Seller Party Any Investor AB Board Designee on the Board and Investor AB Committee Designee may be removed for Cause at any time by a majority of Directors shall (and the Seller Parties shall use their reasonable best efforts to cause such Seller Party Board Designee to) offer to tender his or her resignation as a director to the Board of Directors, and the Nominating & ESG Committee (or a successor committee serving such function) shall recommend to the Board of Directors whether to accept or reject it.

Board Appointment Obligation. (a) As of the Closing, the person set forth on Schedule C shall be a director of the Company (the “Seller Party Board Designee”). For so long as the Seller Parties and their controlled Affiliates continue Borse Dubai continues to beneficially own at least ten percent (10%) one-half of the Shares outstanding Initial Interest, Borse Dubai shall have the right to nominate two persons reasonably acceptable to the Nominating Committee (or an successor committee serving such function) (the “Borse Dubai Board Designees”) as directors to the Board of the date of this Stockholders’ Agreement, Directors. Nasdaq hereby agrees to (i) include the Seller Party Borse Dubai Board Designee Designees as a nominee nominees to the Board of Directors on each slate of nominees for election to the Board of Directors proposed by management of Nasdaq, (ii) recommend the election of the Seller Party Borse Dubai Board Designee Designees to the stockholders shareholders of Nasdaq and (iii) without limiting the foregoing, otherwise use its reasonable best efforts (which shall include the solicitation of proxies) to cause the Seller Party Borse Dubai Board Designee Designees to be elected to the Board of Directors. The initial two Borse Dubai Board Designees, Essa Kazim and Xxxx Xx’Alawy, shall be appointed to the Board of Directors on March 1, 2008. (b) For so long as Borse Dubai beneficially owns at least one-half of the Initial Interest, Nasdaq hereby agrees to use its reasonable best efforts to: (1) cause the appointment of one of the Borse Dubai Board Designees (but only if such Borse Dubai Board Designee meets the requirements to sit on any such committee) to the following committees of the Board of Directors: Audit, Executive, Finance and Management Compensation (or any future committees serving any of the functions currently served by such committees) and (2) cause the appointment of one person designated by Borse Dubai who shall not be a Borse Dubai Board Designee and who shall be reasonably acceptable to the Nominating Committee (or an successor committee serving such function) (the “Borse Dubai Nominating Committee Designee”) to the Nominating Committee, in each of the foregoing subject to applicable law, regulation, stock exchange listing standard or committee composition standards. The initial Borse Dubai Nominating Committee Designee shall be designated by Borse Dubai as soon as reasonably practicable after the date hereof. Nasdaq (A) shall promptly thereafter cause the appointment of such designee to the Nominating Committee and (B) covenants that the Nominating Committee shall take no action until such designee has been appointed to the Nominating Committee. The initial Borse Dubai Nominating Committee Designee shall be designated by Borse Dubai as soon as reasonably practicable after the date hereof. Nasdaq (A) shall promptly thereafter cause the appointment of such designee to the Nominating Committee and (B) covenants that the Nominating Committee shall take no significant or material action until such designee has been appointed to the Nominating Committee. To the extent that OMX AB (publ), a public corporation organized under the laws of Sweden (“OMX”), remains a public listed company, Nasdaq and Borse Dubai agree to negotiate in good faith and take all reasonable actions to arrange for and cause Borse Dubai’s representation on the OMX board of directors. (c) For so long as Borse Dubai beneficially owns at least one-fourth of the Initial Interest, Borse Dubai shall have the right to nominate one Borse Dubai Board Designee in accordance with the terms set forth in Section 3.1(a), but shall have no right under Section 3.1(b) in respect of any committee of the Board of Directors or the OMX board of directors. (d) In the event that any Seller Party Borse Dubai Board Designee or Borse Dubai Nominating Committee Designee for any reason (including pursuant to Section 3.1(d)) ceases to serve as a director such during his or her term of office, and to the Seller Parties and their controlled Affiliates continue extent Borse Dubai is entitled to beneficially own at least ten percent (10%) designate a Borse Dubai Board Designee or Borse Dubai Nominating Committee Designee pursuant to this Section 3.1, the resulting vacancy on the Board of Directors, any committees of the Shares outstanding as Board of the date of this Stockholders’ Agreement, then the Seller Parties shall have the right to nominate a replacement mutually agreed by the Seller Parties, on the one hand, and Directors or the Nominating & ESG Committee shall be filled by a person designated by Borse Dubai and reasonably acceptable to the Nominating Committee (or a an successor committee serving such function), on the other hand, as . (e) Any Borse Dubai Board Designee and Borse Dubai Nominating Committee Designee may be removed for Cause at any time by a director to majority of the Board of Directors, and such replacement shall thereafter be the Seller Party Board Designee. (cf) At such time that the Seller Parties and their controlled Affiliates first cease to beneficially own at least ten percent (10%) of the Shares outstanding as of the date Notwithstanding any other provisions of this Nasdaq Stockholders’ Agreement, any Seller Party Board Designee on the Board of Directors shall Parties agree that (and the Seller Parties i) Nasdaq shall use their reasonable best efforts not to cause such Seller Party provide Borse Dubai or the Borse Dubai Board Designee towith any non-public information relating to any proposed transaction between Nasdaq or any of its Affiliates and London Stock Exchange Group plc (“LSE”) offer to tender his or her resignation as a director to any acquisition or divestiture (directly or indirectly) by Nasdaq of any of the Board shares of Directors, and the Nominating & ESG Committee capital stock of LSE (or a successor committee serving such functionrelated derivative securities) shall recommend to and (ii) that the Board of Directors whether to accept or reject it. (d) If the Board of Directors determines that there is a Cause event that has occurred with respect to any Seller Party Board Designee, then such Seller Party Borse Dubai Board Designee shall not be entitled to participate in any discussions or vote on the Board of Directors shall (and the Seller Parties shall use their reasonable best efforts any matters related to cause such Seller Party Board Designee to) offer to tender his or her resignation as a director to the Board of Directors, and the Nominating & ESG Committee (or a successor committee serving such function) shall recommend to the Board of Directors whether to accept or reject itLSE.

Board Appointment Obligation. (a) As For so long as the H&F Entities beneficially own Securities representing at least 5,793,000 shares of Common Stock (on an as-converted basis, as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of such shares), H&F-1 shall have the Closing, the right to nominate one person set forth on Schedule C shall be a director of reasonably acceptable to the Company (the “Seller Party H&F Board Designee”)) as director to the Board of Directors. For so long as the Seller Parties and their controlled Affiliates continue to beneficially own at least ten percent (10%) of the Shares outstanding as of the date of this Stockholders’ Agreement, Nasdaq The Company hereby agrees to (i) include the Seller Party H&F Board Designee as a nominee one of the nominees to the Board of Directors on each slate of nominees for election to the Board of Directors proposed by management of Nasdaqthe Company, (ii) recommend the election of the Seller Party H&F Board Designee to the stockholders shareholders of Nasdaq the Company, and (iii) without limiting the foregoing, to otherwise use its reasonable best efforts (which shall include the solicitation of proxies) to cause the Seller Party H&F Board Designee to be elected to the Board of Directors. The Company hereby agrees to use its reasonable best efforts to cause the appointment of the H&F Board Designee to the Finance Committee and the Policy Committee of the Board of Directors. (b) For so long as the SLP Entities own Securities representing at least 3,500,000 shares of the Common Stock (on an as-converted basis, as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of such shares), SLP-1 shall have the right to nominate one person reasonably acceptable to the Company (the “SLP Board Designee”) as director to the Board of Directors. The Company hereby agrees to (i) include the SLP Board Designee as one of the nominees to the Board of Directors on each slate of nominees for election to the Board of Directors proposed by management of the Company, (ii) recommend the election of the SLP Board Designee to the shareholders of the Company with the same level of support as is provided for the other Company nominees and (iii) without limiting the foregoing, to otherwise use its reasonable best efforts to cause the SLP Board Designee to be elected to the Board of Directors. The Company hereby agrees to use its reasonable best efforts to cause the appointment of the SLP Board Designee to the Finance Committee and the Compensation Committee of the Board of Directors; provided, that so long as the SLP Board Designee does not qualify as a “non-employee director” under Rule 16b-3 promulgated pursuant to the Exchange Act, the Company may form a sub-committee of the Compensation Committee which does not include the SLP Board Designee for purposes of approving any equity incentive grants such as restricted stock or stock options. (c) In the event that any Seller Party the H&F Board Designee for any reason (including pursuant to Section 3.1(d)other than for Cause) ceases to serve as a director such during his or her term of office, and the Seller Parties and their controlled Affiliates continue to beneficially own at least ten percent (10%) of the Shares outstanding as of the date of this Stockholders’ Agreement, then the Seller Parties shall have the right to nominate a replacement mutually agreed by the Seller Parties, on the one hand, and the Nominating & ESG Committee (or a successor committee serving such function), on the other hand, as a director to the Board of Directors, and such replacement shall thereafter be the Seller Party extent H&F-1 is entitled to designate an H&F Board Designee. (c) At such time that , the Seller Parties and their controlled Affiliates first cease to beneficially own at least ten percent (10%) of the Shares outstanding as of the date of this Stockholders’ Agreement, any Seller Party Board Designee resulting vacancy on the Board of Directors shall (and be filled by a director designated by H&F-1 reasonably acceptable to the Seller Parties shall use their reasonable best efforts to cause such Seller Party Company. In addition, in the event that the SLP Board Designee tofor any reason (other than for Cause) offer ceases to tender his or her resignation serve as a director during his term of office, to the Board of Directors, and the Nominating & ESG Committee (or a successor committee serving such function) shall recommend extent SLP-1 is entitled to the Board of Directors whether to accept or reject it. (d) If the Board of Directors determines that there is a Cause event that has occurred with respect to any Seller Party designate an SLP Board Designee, then such Seller Party Board Designee the resulting vacancy on the Board of Directors shall (and the Seller Parties shall use their reasonable best efforts to cause such Seller Party Board Designee to) offer to tender his or her resignation as be filled by a director designated by SLP-1 reasonably acceptable to the Board of Directors, and the Nominating & ESG Committee (or a successor committee serving such function) shall recommend to the Board of Directors whether to accept or reject itCompany.