Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) From the Effective Date, the Sponsors have the right to designate (i) all of the nominees for election to the Board for so long as the Sponsors collectively beneficially own at least 40% of the total number of shares of the Company’s Common Stock collectively beneficially owned by the Sponsors upon completion of the IPO (including the underwriters’ exercise of any option to purchase additional shares contemplated on the cover page of the prospectus relating to the IPO), as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) 40% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 40% but at least 30% of the Original Amount; (iii) 30% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 30% but at least 20% of the Original Amount; (iv) 20% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 20% but at least 10% of the Original Amount; and (v) one (1) of the nominees for election to the Board for so long as the Sponsors collectively beneficially own at least 5% of the Original Amount (such persons, the “Nominees”). If TCO Group Holdings, L.P. is dissolved after IPO, then each of Apax Partners and WCAS will be permitted to nominate (A) up to three (3) Directors (as defined below) so long as it owns at least 25% of the Original Amount, (B) up to two (2) Directors so long as it owns at least 15% of the Original Amount and (C) one (1) Director so long as it owns at least 5% of the Original Amount. The Sponsors may assign such nomination rights to their Affiliates (as defined below). (b) In the event that any Sponsor has nominated less than the total number of designees that such Sponsor shall be entitled to nominate pursuant to Section 1(a), such Sponsor shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable such Sponsor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by such Sponsor to fill such newly created vacancies or to fill any other existing vacancies. (c) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Board.

Board Nomination Rights. (a) From the Effective Date, the Sponsors Pride Aggregator shall have the right to designate (i) all of the nominees for election to the Board for so long as the Sponsors collectively Pride Aggregator beneficially own owns at least forty percent (40% %) of the total number of shares of the Company’s Common Stock collectively beneficially owned by the Sponsors Pride Aggregator upon completion of the IPO (including the underwriters’ exercise of any option to purchase additional shares contemplated on the cover page of the prospectus relating to the IPO), as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) forty percent (40% %) of the nominees for election to the Board for so long as the Sponsors collectively Pride Aggregator beneficially own owns less than forty percent (40% %) but at least thirty percent (30% %) of the Original Amount; (iii) thirty percent (30% %) of the nominees for election to our Board for so long as Pride Aggregator beneficially owns less than thirty percent (30%) but at least twenty percent (20%) of the Original Amount; (iv) twenty percent (20%) of the nominees for election to the Board for so long as the Sponsors collectively Pride Aggregator beneficially own owns less than 30% twenty percent (20%) but at least 20% of the Original Amount; ten percent (iv10%) 20% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 20% but at least 10% of the Original Amount; and (v) one (1) of the nominees for election to the Board for so long as the Sponsors collectively Pride Aggregator beneficially own at least five percent (5% %) of the Original Amount (each such personsperson, a “Nominee”, and together, the “Nominees”). If TCO Group Holdings, L.P. Pride Aggregator is dissolved at any time after the IPO, then each of Apax Partners and WCAS will be permitted to nominate (A) up cause the rights of Pride Aggregator to three (3) Directors (as defined below) so long as be assigned to it owns at least 25% or one or more of the Original Amount, (B) up to two (2) Directors so long as it owns at least 15% of the Original Amount and (C) one (1) Director so long as it owns at least 5% of the Original Amount. The Sponsors may assign such nomination rights to their its Affiliates (as defined below). (b) In the event that any Sponsor Pride Aggregator has nominated less than the total number of designees that such Sponsor Pride Aggregator shall be entitled to nominate pursuant to Section 1(a), such Sponsor Pride Aggregator shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable such Sponsor Pride Aggregator to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by such Sponsor Pride Aggregator to fill such newly created vacancies or to fill any other existing vacancies. (c) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Board.

Board Nomination Rights. (ax) From the Effective Date, the Sponsors Xxxx Parties shall have the right right, but not the obligation, to designate (i) all of the nominees (with the exception of the Onex Nominee (as defined below)) for election to the Board for so long as the Sponsors collectively beneficially own at least 40% Xxxx Parties Beneficially Own (as defined below), in the aggregate, fifty percent (50%) or more of the total number of shares of the Class A Common Stock and the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock collectively beneficially owned Stock” and together with the Class A Common Stock, the “Common Stock”) Beneficially Owned by the Sponsors Xxxx Parties upon completion of the IPO (including the underwriters’ exercise of any option to purchase additional shares contemplated on the cover page of the prospectus relating to the IPO), as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) 50% of the nominees for election to the Board for so long as the Xxxx Parties Beneficially Own, in the aggregate, more than 40%, but less than 50% of the Original Amount; (iii) 40% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own Xxxx Parties Beneficially Own, in the aggregate, more than 30%, but less than 40% but at least 30% of the Original Amount; (iiiiv) 30% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own Xxxx Parties Beneficially Own, in the aggregate, more than 20%, but less than 30% but at least 20% of the Original Amount; and (ivv) 20% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own Xxxx Parties Beneficially Own, in the aggregate, more than 10%, but less than 20% but of the Original Amount (each such person, a “Xxxx Party Nominee”, and together, the “Xxxx Party Nominees”). Upon the death or disability of Xxxxxxx X. Xxxx, or at least such time that he is longer on the Board or actively involved in the operations of the Company, the Xxxx Parties will no longer hold the nomination rights specified in (i) through (v); however, the Xxxx Parties will continue to have the right to designate one Xxxx Party Nominee for so long as the Xxxx Parties Beneficially Own, in the aggregate, 10% or more of the Original Amount; and . (vy) From the Effective Date, Onex shall have the right, but not the obligation, to designate one (1) of the nominees person for election to the Board for so long as the Sponsors collectively beneficially own at least 5Onex Beneficially Owns more than 50% or more of the Original Amount (such personsthe “Onex Nominee” and, together with the Xxxx Party Nominees, the “Nominees” and individually, a “Nominee”). If TCO Group Holdings, L.P. is dissolved after IPO, then each of Apax Partners and WCAS will be permitted to nominate (A) up to three (3) Directors (as defined below) so long as it owns at least 25% of the Original Amount, (B) up to two (2) Directors so long as it owns at least 15% of the Original Amount and (C) one (1) Director so long as it owns at least 5% of the Original Amount. The Sponsors may assign such nomination rights to their Affiliates (as defined below). (b) In the event that any Sponsor has the Xxxx Parties have nominated less than the total number of designees that such Sponsor the Xxxx Parties shall be entitled to nominate pursuant to Section 1(a), such Sponsor the Xxxx Parties shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable such Sponsor the Xxxx Parties to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by such Sponsor the Xxxx Parties to fill such newly created vacancies or to fill any other existing vacancies. (c) In the event that Onex has not nominated its one designee that Onex shall be entitled to nominate pursuant to Section 1(a), Onex shall have the right, at any time, to nominate such designee to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable Onex to nominate and effect the election or appointment of such individual, whether by increasing the size of the Board, or otherwise and (y) to designate such individual nominated by Onex to fill such newly created vacancy or to fill any other existing vacancy. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Board.

Board Nomination Rights. (ax) From the Effective Date, the Sponsors Xxxx Parties shall have the right right, but not the obligation, to designate (i) all of the nominees (with the exception of the Onex Nominee (as defined below)) for election to the Board for so long as the Sponsors collectively beneficially own at least 40% Xxxx Parties Beneficially Own (as defined below), in the aggregate, fifty percent (50%) or more of the total number of shares of the Class A Common Stock and the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock collectively beneficially owned Stock” and together with the Class A Common Stock, the “Common Stock”) Beneficially Owned by the Sponsors Xxxx Parties upon completion of the IPO (including the underwriters’ exercise of any option to purchase additional shares contemplated on the cover page of the prospectus relating to the IPO), as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) 50% of the nominees for election to the Board for so long as the Xxxx Parties Beneficially Own, in the aggregate, more than 40%, but less than 50% of the Original Amount; (iii) 40% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own Xxxx Parties Beneficially Own, in the aggregate, more than 30%, but less than 40% but at least 30% of the Original Amount; (iiiiv) 30% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own Xxxx Parties Beneficially Own, in the aggregate, more than 20%, but less than 30% but at least 20% of the Original Amount; and (ivv) 20% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own Xxxx Parties Beneficially Own, in the aggregate, more than 10%, but less than 20% but of the Original Amount (each such person, a “Xxxx Party Nominee”, and together, the “Xxxx Party Nominees”). Upon the death or disability of Xxxxxxx X. Xxxx, or at least such time that he is longer on the Board or actively involved in the operations of the Company, the Xxxx Parties will no longer hold the nomination rights specified in (i) through (v); however, the Xxxx Parties will continue to have the right to designate one Xxxx Party Nominee for so long as the Xxxx Parties Beneficially Own, in the aggregate, 10% or more of the Original Amount; and . (vy) From the Effective Date, Onex shall have the right, but not the obligation, to designate one (1) of the nominees person for election to the Board for so long as the Sponsors collectively beneficially own at least 5Onex Beneficially Owns more than 50% or more of the Original Amount (such personsthe “Onex Nominee” and, together with the Xxxx Party Nominees, the “Nominees” and individually, a “Nominee”). If TCO Group Holdings, L.P. is dissolved after IPO, then each of Apax Partners and WCAS will be permitted to nominate (A) up to three (3) Directors (as defined below) so long as it owns at least 25% of the Original Amount, (B) up to two (2) Directors so long as it owns at least 15% of the Original Amount and (C) one (1) Director so long as it owns at least 5% of the Original Amount. The Sponsors may assign such nomination rights to their Affiliates (as defined below). (b) In the event that any Sponsor has the Xxxx Parties have nominated less than the total number of designees that such Sponsor the Xxxx Parties shall be entitled to nominate pursuant to Section 1(a), such Sponsor the Xxxx Parties shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable such Sponsor the Xxxx Parties to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by such Sponsor the Xxxx Parties to fill such newly created vacancies or to fill any other existing vacancies. (c) In the event that Onex has not nominated its one designee that Onex shall be entitled to nominate pursuant to Section 1(a), Onex shall have the right, at any time, to nominate such designee to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable Onex to nominate and effect the election or appointment of such individual, whether by increasing the size of the Board, or otherwise and (y) to designate such individual nominated by Onex to fill such newly created vacancy or to fill any other existing vacancy. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Board.

Board Nomination Rights. (a) From the Effective Datedate hereof until the date on which the H&F Investors beneficially own Shares representing less than twenty percent (20%) of their original investment in the Parent, the Sponsors HFCP V (Cayman) shall have the right to designate (i) all of the nominees for election to the Board for so long as the Sponsors collectively beneficially own at least 40% of the total number of shares of the Company’s Common Stock collectively beneficially owned by the Sponsors upon completion of the IPO (including the underwriters’ exercise of any option to purchase additional shares contemplated on the cover page of the prospectus relating to the IPO), as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) 40% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 40% but at least 30% of the Original Amount; (iii) 30% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 30% but at least 20% of the Original Amount; (iv) 20% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 20% but at least 10% of the Original Amount; and (v) one (1) of the nominees for election to the Board for so long as the Sponsors collectively beneficially own at least 5% of the Original Amount (such persons, the “Nominees”). If TCO Group Holdings, L.P. is dissolved after IPO, then each of Apax Partners and WCAS will be permitted to nominate (A) up to three (3) Directors (as defined below) so long as it owns at least 25% of the Original Amount, (B) up to two (2) Directors so long as it owns at least 15% of directors to the Original Amount and (C) one (1) Director so long as it owns at least 5% of the Original Amount. The Sponsors may assign such nomination rights to their Affiliates (as defined below)Board. (b) In From the event that any Sponsor has nominated date hereof until the date on which the FF&L Investors beneficially own Shares representing less than twenty percent (20%) of their original investment in the total number of designees that such Sponsor shall be entitled to nominate pursuant to Section 1(a)Parent, such Sponsor FF&L (Cayman) shall have the right, at any time, right to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, two (2) directors to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable such Sponsor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by such Sponsor to fill such newly created vacancies or to fill any other existing vacancies. (c) From the date hereof until the date on which the H&F Investors beneficially own Shares representing less than twenty percent (20%) but at least ten percent (10%) of their original investment in the Parent, HFCP V (Cayman) shall have the right to nominate one (1) director to the Board. (d) From the date hereof until the date on which the FF&L Investors beneficially own Shares representing less than twenty percent (20%) but at least ten percent (10%) of their original investment in the Parent, FF&L (Cayman) shall have the right to nominate one (1) director to the Board. The Company directors nominated by the HFCP V (Cayman) pursuant to this Section 3.1 are referred to collectively as the “H&F Nominated Directors” and the directors nominated by FF&L (Cayman) pursuant to this Section 3.1 are referred to collectively as the “FF&L Nominated Directors”. (e) Each Shareholder shall pay take all reasonable out-of-pocket expenses incurred necessary action to cause the Persons nominated in accordance with this Section 3.1, including any replacement nominee, to be elected to the Board including, without limitation, voting all of its Shares and executing written consents in favor of the directors nominated in accordance therewith. (f) The right to nominate one or more directors pursuant to this Section 3.1 shall be transferable by any Nominee the H&F Investors and the FF&L Investors, as the case may be, only in connection with the performance a transfer of his or her duties as a Director and in connection with his or her attendance at any meeting of the BoardShares to an Affiliate.

Board Nomination Rights. (a) From 6.2.1 The Company covenants and agrees with Sponsor that, on and after the Effective Closing Date, at every meeting of the Sponsors Board, or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, Sponsor, together with its Affiliates, shall have the right right, but not the obligation, to designate (i) all of the nominees for appointment or nomination for election to the Board for so long Board, as the Sponsors collectively beneficially own at least 40% of the total applicable, a number of shares of the Company’s Common Stock collectively beneficially owned by the Sponsors upon completion of the IPO (including the underwriters’ exercise of any option representatives equal to purchase additional shares contemplated on the cover page of the prospectus relating to the IPO), as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (the “Original Amount”); (ii) 40% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 40% but at least 30% of the Original Amount; (iii) 30% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 30% but at least 20% of the Original Amount; (iv) 20% of the nominees for election to the Board for so long as the Sponsors collectively beneficially own less than 20% but at least 10% of the Original Amount; and (v) one (1) of the nominees for election to the Board for so long as the Sponsors collectively beneficially own at least 5% of the Original Amount (such persons, the “NomineesSponsor Designees”). If TCO Group Holdings, L.P. is dissolved after IPO, ): (i) four (4) directors so long as Sponsor (together with its Affiliates) Beneficially Owns at least forty percent (40%) of the then each of Apax Partners and WCAS will be permitted to nominate outstanding Common Stock; (Aii) up to three (3) Directors (as defined below) directors so long as it owns Sponsor (together with its Affiliates) Beneficially Owns at least 25% thirty percent (30%) of the Original Amount, then outstanding Common Stock; (Biii) up to two (2) Directors directors so long as it owns Sponsor (together with its Affiliates) Beneficially Owns at least 15% twenty percent (20%) of the Original Amount and then outstanding Common Stock; (Civ) one (1) Director director so long as it owns Sponsor (together with its Affiliates) Beneficially Owns at least 5% ten percent (10%) of the Original Amountthen outstanding Common Stock. The Sponsors may assign such nomination Commencing on the first date on which Sponsor (together with its Affiliates) Beneficially Owns less than ten percent (10%) of the then outstanding Common Stock, Sponsor will no longer have any rights to their Affiliates designate any directors for appointment or nomination for election to the Board by the Company or the Board; provided, however, that so long as Sponsor (as defined below). together with its Affiliates) Beneficially Owns at least five percent (b5%) In of the event that any Sponsor has nominated less than the total number of designees that such Sponsor shall be entitled to nominate pursuant to Section 1(a)then outstanding Common Stock, such Sponsor shall have the right, at any timebut not the obligation, to nominate such additional designees to which it is entitled, in which caseappoint one (1) Board observer. At the Closing Date, the Company initial Sponsor directors shall be [●], [●], [●] and [●]1 (the Directors shall take “Initial Sponsor Nominees”). At all necessary corporation action, times at least one Sponsor director must be qualified to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable such Sponsor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size serve as a member of the Board, or otherwise Company’s audit committee and (y) to designate such additional individuals nominated by such Sponsor to fill such newly created vacancies or to fill any other existing vacanciesbe independent under the NYSE listing standards and in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. (c) The Company 6.2.2 No reduction in the number of shares of Common Stock over which Sponsor or the SPAC Sponsor or its and their respective Affiliates retain voting control shall pay all reasonable out-of-pocket expenses incurred by shorten the term of any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Boardincumbent director.