Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) From the Effective Date, Xxxxx Xxxxx shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of common stock, par value $0.01 per share (the “Common Stock”) representing at least 40% of the Original Amount of Xxxxx Xxxxx, (ii) 40% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of Xxxxx Xxxxx, (iii) 30% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of Xxxxx Xxxxx, (iv) 20% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of Xxxxx Xxxxx and (v) one Director, in the event that Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of Xxxxx Xxxxx (such persons, the “Nominees”). For purposes of calculating the number of directors that Xxxxx Xxxxx is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

Board Nomination Rights. (a) From the Effective Date, Xxxxx Xxxxx VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees (such persons, the “Vista Nominees”) equal to at least: (x) (i) 100% of the Total Number of Directors (as defined below), so long as Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of common stock, par value $0.01 per share (the “Common Stock”) Stock representing at least 40% of the Original Amount of Xxxxx XxxxxVEP Group, (ii) 40% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of Xxxxx XxxxxVEP Group, (iii) 30% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of Xxxxx XxxxxVEP Group, (iv) 20% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of Xxxxx Xxxxx VEP Group and (v) one Director1 Director (as defined below), in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of Xxxxx Xxxxx VEP Group, minus (such personsy) the number of designees, if any, the “Nominees”McChord Stockholders are then entitled to nominate pursuant to Section 1(b). For purposes of calculating the number of directors that Xxxxx Xxxxx VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

Board Nomination Rights. (a) From the Effective Date, Xxxxx Xxxxx VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns (as defined below) shares of common stock, par value $0.01 per share (the “Common Stock”) Stock representing at least 40% of the Original Amount of Xxxxx XxxxxVEP Group (as defined below), (ii) 40% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of Xxxxx XxxxxVEP Group, (iii) 30% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of Xxxxx XxxxxVEP Group, (iv) 20% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of Xxxxx Xxxxx VEP Group and (v) one Director1 Director (as defined below), in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of Xxxxx Xxxxx VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that Xxxxx Xxxxx VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

Board Nomination Rights. (a) From the Effective Date, Xxxxx Xxxxx GTCR shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Xxxxx Xxxxx continuously from the time of the IPO GTCR Beneficially Owns shares of Class A common stock, par value $0.01 per share (the “Class A common stock”)and the Company’s Class B common stock, par value $0.01 per share (the “Class B common stock” and together with the Class A common stock, the “Common Stock”) representing at least 40% of the Original Amount of Xxxxx XxxxxGTCR, (ii) 40% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO GTCR Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of Xxxxx XxxxxGTCR, (iii) 30% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO GTCR Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of Xxxxx XxxxxGTCR, (iv) 20% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO GTCR Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of Xxxxx Xxxxx GTCR and (v) one Director, in the event that Xxxxx Xxxxx continuously from the time of the IPO GTCR Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of Xxxxx Xxxxx GTCR (such persons, the “Nominees”). For purposes of calculating the number of directors that Xxxxx Xxxxx GTCR is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

Board Nomination Rights. (a) From the Effective Date, Xxxxx Xxxxx VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of common stock, par value $0.01 per share (the “Common Stock”) Stock representing at least 40% of the Original Amount of Xxxxx Xxxxxthe VEP Group, (ii) 40% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of Xxxxx Xxxxxthe VEP Group, (iii) 30% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of Xxxxx Xxxxxthe VEP Group, (iv) 20% of the Total Number of Directors, in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of Xxxxx Xxxxx the VEP Group and (v) one Director(1) Director (as defined below), in the event that Xxxxx Xxxxx continuously from the time of the IPO Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of Xxxxx Xxxxx the VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that Xxxxx Xxxxx VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 one and one quarter (11/4) Directors shall equate to 2 two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.