Common use of Board Designees Clause in Contracts

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent.

Board Designees. (a) In addition Notwithstanding anything to the rights granted contrary in this Article II, Charlesbank Investor shall have the right, but not the obligation, for so long as Charlesbank Investor owns not fewer than Equity Securities (which such number shall be appropriately adjusted for any combination or consolidation of the Equity Securities, by reclassification or otherwise, into a greater or lesser number of shares, or any dividend payable in Equity Securities) (the “Minimum Charlesbank Ownership Threshold”), to Warburg pursuant nominate one designee to serve on the board of directors of the Company (the “Board”). Notwithstanding anything to the 2002 Purchase Agreement and Section 9(e) contrary in this Article II, GTCR Investor shall have the right, but not the obligation, for so long as GTCR Investor owns not fewer than Equity Securities (which such number shall be appropriately adjusted for any combination or consolidation of the Series A Preferred Certificate Equity Securities, by reclassification or otherwise, into a greater or lesser number of Designationsshares, and as shall be provided for or any dividend payable in Section 9(eEquity Securities) (the “Minimum GTCR Ownership Threshold”), to nominate one designee to serve on the Board. To exercise its director designation right, at least 90 days prior to the date of each meeting of the Series B Preferred Certificate Company’s stockholders at which directors are to be elected and at which the term of Designationsa director designated by a Sponsor will expire, Warburg and Broadview the Sponsor shall each have recommend to the exclusive right to appoint one (1) Nominating Committee a director candidate for nomination (each, a "Board “Sponsor Designee"” and collectively, the “Sponsor Designees”). Each Sponsor Designee recommended pursuant to this Section 2.1(a) shall be an Independent Director and shall be qualified to serve as a director under the Delaware General Corporation Law (any Sponsor Designee that satisfies such independence and other requirements, an “Eligible Designee”). The Nominating Committee shall evaluate the Sponsor Designees and recommend their nomination to the Board of Directors for so long as (i) Warburg or BroadviewBoard; provided, however, if the Nominating Committee determines in good faith and consistent with its fiduciary duties that a Sponsor Designee is not an Eligible Designee, the Nominating Committee may, in its reasonable discretion, reject such Sponsor Designee. In such event, the Charlesbank Investor and/or the GTCR Investor, as the case may be, Beneficially Owns shall recommend an aggregate principal amount alternative Sponsor Designee for the Nominating Committee’s evaluation, such process to continue until a Sponsor Designee is determined to be an Eligible Designee by the Nominating Committee, acting in good faith and consistent with its fiduciary duties. The Board shall approve, upon the recommendation of the Amended Notes equal to at least twenty-five percent (25%) Nominating Committee, the inclusion of the aggregate principal amount of the Amended Notes originally issued to Warburg Sponsor Designees for election or Broadviewreelection, as the case may be, pursuant at such meeting in its slate of designees in the proxy materials it distributes to this Agreement or (ii) Warburg or Broadviewits stockholders, as shall recommend that the case may beCompany’s stockholders vote in favor of such Sponsor Designees, Beneficially Owns at least twenty-five percent (25%) of shall solicit proxies from the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange Company’s stockholders for the Notes election of such Sponsor Designees at such meeting, and the shares of Common Stock issuable upon exercise of the Warrants). The Board shall otherwise support such Sponsor Designees shall be duly appointed for election in accordance a manner consistent with the Company's By-laws, Certificate of Incorporation and manner in which the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith Company supports its other candidates recommended by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled election at such meeting or by such consentmeeting.

Board Designees. The Corporation shall expand the number of members on its Board of Directors (a"Board") In addition to by two. Each of the rights granted to Warburg two Purchasers that purchase the largest number of Class E Preferred Stock pursuant to the 2002 Purchase this Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right entitled to appoint one (1) director (each, a "Board Designee") member to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount such Purchaser continues to own Shares and/or Conversion Shares which together represent at least 40% of the Amended Notes equal to at least twenty-five percent (25%) number of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion or redemption of the shares of Class E Preferred Stock issuable initially purchased by such Purchaser (without giving effect to anti-dilution rights in the Class E Certificate of Designation). The persons so elected to be members of the Board shall be entitled to serve on each of the Audit, Compensation, Nominating and any other committee created by the Board; provided, however, that in the event any such committee fails to satisfy specific requirements under the rules and regulations of the Securities and Exchange Commission any exchange or trading system due to such persons affiliations, such person will agree to serve solely as an observer of such committee. Such appointed directors shall be entitled to receive the same compensation that is paid to other non-management Board members and committee members and shall be entitled to receive reimbursement for all reasonable costs incurred in attending such meetings, including, but not limited to, food, lodging and transportation. To the extent permitted by law, the Corporation will indemnify such persons and the Purchasers who elected such persons for the actions of such persons as members of the Board and/or any committee thereof, unless such actions are found by a court of law to have been grossly and intentionally negligent. As long as such persons remain as members of the Board, the Corporation will maintain director and officer insurance policies in amounts and on terms, which are reasonable for companies similarly situated to the Corporation and, reasonably acceptable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly that appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directorsdesignees. Any vacancy in the position of the Board Designee a director appointed by Warburg and the Board Designee appointed by Broadview may pursuant to this Section 7.14 shall be filled by and only by Warburg and Broadview, respectivelythe Purchaser that appointed the director whose position has become vacant. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview such director may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadviewthe Purchaser who appointed such director. In addition, respectivelyany Purchaser making an initial investment of $20 million or more of the Class E Preferred Stock who does not have a member of its organization serving on the Board at the time of such Board or Committee meeting, will have the right to appoint a non-voting Board observer with full information rights. This right shall continue for so long as such Purchaser continues to own Shares and/or Conversion Shares which together represent at a special meeting called for such purpose least 20% of the number of shares of Common Stock issuable upon conversion or by written consent redemption of Warburg and Broadview, respectively. Any vacancy created the Class E Preferred Stock initially purchased by such removal may also Purchaser (without giving effect to anti-dilution rights). Such observer shall be filled at entitled to be reimbursed for all reasonable, customary expenses associated with attending the Board meetings, but shall not be entitled to any other form of compensation. The Corporation shall give written notice, to the Purchaser who nominated a person to be a Board member and/or observer and to such persons and observers, of each Board meeting or by and shall provide to such consentpersons an agenda and minutes of such Board meeting no later than it gives such notice and provides such items to the other Board members.

Board Designees. (a) In addition a. The Purchasers with Board Rights shall have the right to the rights granted to Warburg nominate, pursuant to the 2002 Purchase Agreement terms and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") subject to the conditions of this Section 6.3, two nominees to the Company’s Board of Directors for so long as (the “Board Designees”); provided, however, that no such appointment shall be required unless such nominee shall (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal be qualified and suitable to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit CommitteeBoard of Directors under all applicable corporate governance policies or guidelines of the Company and the Board of Directors, Compensation each as interpreted and applied in good faith, and applicable legal, regulatory and stock market requirements, (ii) meet the independence requirements of Section 5605 of the Marketplace Rules of the NASDAQ Stock Market or any successor thereto with respect to the Company; provided that the board seats, covenants and agreements contemplated by this Agreement (and payments made pursuant hereto) and ownership of any Notes, Warrants, Series A Preferred Stock or Conversion Shares by the Purchasers or any Affiliates of the Purchasers shall not be considered for the purpose of the application of such independence requirements, (iii) for Board Designees that are not full-time advisors, consultants, general partners, managing directors, principals or employees of any Purchaser or an Affiliate of any Purchaser, or Chief Executive Officers or directors of any portfolio company of any Purchaser or an Affiliate of any Purchaser, be acceptable to the Board of Directors (including the Nominating and Governance Committee of the Board of Directors) in its good faith discretion. The Purchasers with Board Rights will take all necessary action to cause any nominee for Board Designees to make himself or herself reasonably available for interviews, to consent to such reference and background checks or other investigations and to provide such information (including information necessary to determine the nominee’s independence status under various requirements and institutional investor guidelines as well as information necessary to determine any disclosure obligations of the Company) as the Board of Directors or its Nominating and Governance Committee may reasonably request. As of the date hereof, the Purchasers with Board Rights have designated Xxxxxxx Xxxxxx and Xxxx Xxxxxx as nominees for Board Designee and the parties hereto agree that such nominees meet the requirements set forth in the proviso to the first sentence of this Section 6.3(a). On the Closing Date, Xxxxxxx Xxxxxx and Xxxx Xxxxxx shall be appointed as Board Designees to the Board of Directors with Xx. Xxxxxx serving in Class I and Xx. Xxxxxx serving in Class II. Provided that the Board Designees then meet the requirements set forth in the first sentence of this Section 6.3(a), the Company shall nominate each other principal committee Board Designee for re-election as a director at the end of each term of such Board Designee as part of the slate proposed by the Company that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of the Board of Directors. Any vacancy in In the position event that any Board Designee ceases to be a member of the Board of Directors, the Purchasers with Board Rights may select another person as a nominee for Board Designee appointed by Warburg and to fill the vacancy created thereby and, if the Board Designee appointed by Broadview may be filled only by Warburg and Broadviewof Directors determines that such nominee meets the criteria set forth in the first sentence of this Section 6.3(a), respectively. Each of the such nominee shall become a Board Designee and shall be appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for to fill such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentvacancy.

Board Designees. (a) In addition Notwithstanding anything to the rights granted contrary in this Article II, Charlesbank Investor shall have the right, but not the obligation, for so long as Charlesbank Investor owns not fewer than 10,800,000 Equity Securities (which such number shall be appropriately adjusted for any combination or consolidation of the Equity Securities, by reclassification or otherwise, into a greater or lesser number of shares, or any dividend payable in Equity Securities) (the “Minimum Charlesbank Ownership Threshold”), to Warburg pursuant nominate one designee to serve on the board of directors of the Company (the “Board”). Notwithstanding anything to the 2002 Purchase Agreement and Section 9(e) contrary in this Article II, GTCR Investor shall have the right, but not the obligation, for so long as GTCR Investor owns not fewer than 14,500,000 Equity Securities (which such number shall be appropriately adjusted for any combination or consolidation of the Series A Preferred Certificate Equity Securities, by reclassification or otherwise, into a greater or lesser number of Designationsshares, and as shall be provided for or any dividend payable in Section 9(eEquity Securities) (the “Minimum GTCR Ownership Threshold”), to nominate one designee to serve on the Board. To exercise its director designation right, at least 90 days prior to the date of each meeting of the Series B Preferred Certificate Company’s stockholders at which directors are to be elected and at which the term of Designationsa director designated by a Sponsor will expire, Warburg and Broadview the Sponsor shall each have recommend to the exclusive right to appoint one (1) Nominating Committee a director candidate for nomination (each, a "Board “Sponsor Designee"” and collectively, the “Sponsor Designees”). Each Sponsor Designee recommended pursuant to this Section 2.1(a) shall be an Independent Director and shall be qualified to serve as a director under the Delaware General Corporation Law (any Sponsor Designee that satisfies such independence and other requirements, an “Eligible Designee”). The Nominating Committee shall evaluate the Sponsor Designees and recommend their nomination to the Board of Directors for so long as (i) Warburg or BroadviewBoard; provided, however, if the Nominating Committee determines in good faith and consistent with its fiduciary duties that a Sponsor Designee is not an Eligible Designee, the Nominating Committee may, in its reasonable discretion, reject such Sponsor Designee. In such event, the Charlesbank Investor and/or the GTCR Investor, as the case may be, Beneficially Owns shall recommend an aggregate principal amount alternative Sponsor Designee for the Nominating Committee’s evaluation, such process to continue until a Sponsor Designee is determined to be an Eligible Designee by the Nominating Committee, acting in good faith and consistent with its fiduciary duties. The Board shall approve, upon the recommendation of the Amended Notes equal to at least twenty-five percent (25%) Nominating Committee, the inclusion of the aggregate principal amount of the Amended Notes originally issued to Warburg Sponsor Designees for election or Broadviewreelection, as the case may be, pursuant at such meeting in its slate of designees in the proxy materials it distributes to this Agreement or (ii) Warburg or Broadviewits stockholders, as shall recommend that the case may beCompany’s stockholders vote in favor of such Sponsor Designees, Beneficially Owns at least twenty-five percent (25%) of shall solicit proxies from the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange Company’s stockholders for the Notes election of such Sponsor Designees at such meeting, and the shares of Common Stock issuable upon exercise of the Warrants). The Board shall otherwise support such Sponsor Designees shall be duly appointed for election in accordance a manner consistent with the Company's By-laws, Certificate of Incorporation and manner in which the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith Company supports its other candidates recommended by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled election at such meeting or by such consentmeeting.

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, so long as (i) the Notes are outstanding or (ii) each of Warburg and Broadview Beneficially Own at least 25% of the shares of the Preferred Stock issued to each Purchaser pursuant to this Agreement (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants issued hereunder but excluding the shares of Preferred Stock issuable upon the Company's Call Right), Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants)Directors. The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of the Nasdaq National Market (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent.

Board Designees. (a) In addition Wabtec will take all necessary action to cause two designees identified on Schedule 2.1 to be appointed to the rights granted Board to Warburg pursuant to serve in the 2002 Purchase Agreement and Section 9(e) class of directors with a term next expiring at the Series A Preferred Certificate annual meeting of DesignationsWabtec stockholders held in the years specified in Schedule 2.1, and effective as shall be provided for in Section 9(e) of immediately after the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director Closing (each, a "Board Designee") together with any other person designated by the Shareholders for appointment or election to the Board as contemplated by this Section 2.1, a “Board Designee”), provided, however, that if either or both such individuals dies, becomes incapacitated or is otherwise unwilling or unable to serve on the Board between the date hereof and such Closing, Wabtec will cause a substitute designee designated by Shareholder Action to be appointed to the Board in the class of Directors for so long directors in which such individual(s) previously served on the Board, effective as of immediately after such Closing. Without limiting the foregoing, (i) Warburg or Broadview, as until the case may be, date on which the Shareholders cease to Beneficially Owns an aggregate principal amount of the Amended Notes Own Common Shares equal to at least twenty-five percent (25%) 50% of the aggregate principal amount Initial Shares (assuming the conversion of all outstanding Preferred Shares into Common Shares), the Amended Notes originally issued Shareholders will be entitled to Warburg or Broadview, designate by Shareholder Action both Board Designees to be nominated by Wabtec to serve as the case may be, pursuant to this Agreement or directors of Wabtec and (ii) Warburg or Broadview, as until the case may be, date on which the Shareholders cease to Beneficially Owns Own at least twenty-five percent (25%) % of the shares Initial Shares (assuming the conversion of all Preferred Shares into Common Shares), the Shareholders will be entitled to designate by Shareholder Action one Board Designee to be nominated by Wabtec to serve as directors of Wabtec, in each case in the class of directors to which the Board Designees have been appointed pursuant to the immediately preceding sentence. Wabtec will take all actions necessary to provide the Shareholders with the representation on the Board contemplated by this Section 2.1, including (A) at each annual or special meeting of the Preferred Stock issued Wabtec stockholders at which directors in the class in which a Board Designee serves are to Warburg or Broadview pursuant be elected to this Agreement upon exchange the Board, including the applicable Board Designee in the slate of nominees recommended by the Board to Wabtec’s stockholders for election as directors, (B) using its reasonable best efforts to solicit proxies in order to obtain shareholder approval of the Notes election of such Board Designees, including causing officers of Wabtec who hold proxies (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion unless otherwise directed by the Wabtec stockholder submitting such proxy) to vote such proxies in favor of the shares election of Preferred Stock issuable such Board Designees, and (C) using substantially the same efforts to cause the Board Designees to be elected to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise Board as it uses to cause other nominees of the Warrants). The Board to be elected, including recommending that Wabtec stockholders vote in favor of the Board Designees shall in any proxy statement used by Wabtec to solicit the vote of its stockholders in connection with each annual or special meeting of the Wabtec stockholders at which directors are to be duly appointed in accordance with elected to the Company's By-lawsBoard. Notwithstanding the foregoing, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg unless an individual is listed on Schedule 2.1, a Board Designee must be reasonably determined to be qualified by the Board’s Nominating and Corporate Governance Committee (the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director“N&CG Committee”) prior to being appointed or nominated for election to the Board, respectively (each as designated in provided that the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined N&CG Committee acts in good faith by to apply what it determines in good faith to be standards of qualification substantially similar to those it applies to other nominees to the Board of Directors of the Company), or that are otherwise specifically targeted to the Board Designees shall serve as a member of Designees. If the Audit CommitteeN&CG Committee so determines in good faith that an individual not listed on Schedule 2.1 is not so qualified for appointment or election to the Board, Compensation Committee and each other principal committee of it will notify the Board of Directors. Any vacancy Shareholder’s Representative in writing explaining the position of the Board Designee appointed by Warburg reasons therefor in reasonable detail, and the Shareholders may submit by Shareholder Action one or more alternative proposed Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of Designees to the N&CG Committee until the N&CG Committee accepts such proposed Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentDesignees.

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for For so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount HOOPP Stockholder owns at least 25% of the Amended Notes equal HOOPP Preferred Units as set forth on the Master Schedule (as adjusted for stock splits, combinations, reclassifications and similar transactions) (the “HOOPP Ownership Threshold”), the Company shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at least twenty-five percent each applicable annual or special meeting of stockholders at which directors are to be elected one director designated for nomination by the HOOPP Stockholder to serve on the Board (25%) the “HOOPP Designee”). The initial HOOPP Designee shall be Xxx Xxxxxx and any subsequent HOOPP Designee shall be reasonably acceptable to the Founder. Each of the aggregate principal amount Principal Stockholders agrees with the Company that it shall vote or caused to be voted all of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise beneficially owned by such holder in favor of the Warrants)HOOPP Designee at each annual or special meeting of stockholders at which the HOOPP Designee is nominated for election. The Company agrees that, in addition to the foregoing, to the fullest extent permitted by applicable law (including any applicable fiduciary duties), taking all Necessary Action to effectuate the above will include, among other things and as applicable, (A) nominating and recommending the HOOPP Designee to be elected as a director and included in the slate of nominees in the class to be elected or appointed to the Board Designees shall at the next (and each applicable subsequent) annual or special meeting of stockholders, (B) recommending that stockholders vote in favor of the HOOPP Designee, (C) not nominating in the slate of nominees to be duly elected or appointed in accordance with at any such meeting more than the Company's By-laws, Certificate number of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee nominees to be so elected shall serve as a Class III Director at such meeting and Class II Director(D) soliciting proxies or consents in favor of the HOOPP Designee. For the avoidance of doubt, respectively (each as designated the rights granted to the HOOPP Stockholder to designate members of the Board are additive to, and not intended to limit in any way, the Company's rights that the HOOPP Stockholder may have to nominate, elect or remove directors under the Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of Bylaws or the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentDelaware General Corporation Law.

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, so long as (i) the Notes are outstanding or (ii) each of Warburg and Broadview Beneficially Own at least 25% of the shares of the Preferred Stock issued to each Purchaser pursuant to this Agreement (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants issued hereunder but excluding the shares of Preferred Stock issuable upon the Company's Call Right), Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants)Directors. The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Xxx Xxxxxxx Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of the Nasdaq National Market (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent.

Board Designees. (a) In addition to If, on the rights granted to Warburg Fifth Interest Payment Date or on any subsequent Interest Payment Date, the Company does not pay an installment of cash interest at a rate of 13.25% per annum on the Series A Notes pursuant to the 2002 Purchase Agreement and provisions of Section 9(e4.1(c) of (the Series A Preferred Certificate of Designations“Board Trigger Event”), and as shall be provided for in Section 9(e) of then, pursuant to the Series B Preferred Certificate of DesignationsStockholders’ Agreement, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of Holdings shall be increased from five members to seven members and two of the Amended members of the Board of Directors of Holdings shall resign or be removed in accordance with the Stockholders’ Agreement and the Holders of Notes equal shall have the right to at least twenty-five percent designate four members to the seven member Board of Directors of Holdings (25%) such designees, the “Second Lien Designees”), and the identification of the Second Lien Designees shall be determined in accordance with and pursuant to the terms and conditions set forth in this Section 4.22. The Trustee shall deliver a written notice to all Holders of Series A Notes as promptly as practicable following the occurrence of a Board Trigger Event (the “Series A Majority Holder Nomination Notice”), indicating that the Holders of a majority of the aggregate principal amount of the Amended Series A Notes originally issued outstanding on the record date identified in the Series A Majority Holder Nomination Notice (the “Record Date”) shall have 30 calendar days to Warburg or Broadviewrespond to the Series A Majority Board Nomination Notice by delivering an instruction that is reasonably acceptable to the Trustee, as executed by the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) holders of a majority of the shares aggregate principal amount of the Preferred Stock issued Series A Notes outstanding on the Record Date, to Warburg or Broadview pursuant to this Agreement upon exchange the Trustee specifying the names of all, and not less than all, of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable Second Lien Designees to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-lawsnominated, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by appointed to the Board of Directors of Holdings in accordance with the Company), the Board Stockholders’ Agreement (and by specifying two Second Lien Designees that shall be nominated to serve as a member of the Audit Committee, Compensation Committee and on each other principal committee of the Board of DirectorsDirectors of Holdings in accordance with the Stockholders’ Agreement) (the “Series A Majority Holder Nomination Election”). Any vacancy in Holders of Series B Notes and Series C Notes shall not be entitled to direct the position Trustee with respect to the Series A Majority Nomination Election; provided that such election complies with the provisions of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentthis Section 4.22(a).