Common use of Boards of Directors Clause in Contracts

Boards of Directors. (a) For so long as Silver Lake and its Affiliates own in the aggregate not less than thirty-five (35%) of the aggregate number of Shares issued to the Investors by the Company on the Closing Date, Silver Lake shall have the right (but in no event the obligation) to nominate for election to the Board one nominee who is a member of the general partner or investment advisor of Silver Lake (the "Investor Company Nominee") upon each regular election of the class of directors whose current term expires in 2003 ("Class II"). To this end, the Company and the Investors agree to take the following actions (unless Silver Lake shall have determined in its sole discretion not to nominate a nominee for election to the Board or to replace an Investor Company Nominee who has left the Board): (i) As of the Closing Date, Xxxxx Xxxx (or, in the event that Xxxxx Xxxx is unable to serve as the Investor Company Nominee and subject to the standards set forth in paragraph (c) below, such other Investor Company Nominee as Silver Lake shall notify to the Company in writing not less than five business days prior to the Closing Date) shall be appointed to the Board as the initial Investor Company Nominee. Thereafter, Silver Lake shall notify the Company in writing of the identity of the Investor Company Nominee by no later than the same time shareholder proposals are due as set forth in the Company's annual proxy statement filed the year preceding the year of election of Class II members of the Board, which notice shall be conclusive evidence of the consent of the Investor Company Nominee to serve as a director of the Company. In the event Silver Lake fails to provide such notice, the active director most recently nominated by the Investors shall be deemed to be the Investor Company Nominee. The notice shall include all information with respect to the Investor Company Nominee as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A under the Exchange Act. In the event of any vacancy on the Board arising by reason of the Investor Company Nominee's resignation, death, removal or inability to serve, Silver Lake shall notify the Company of their nominee to fill such vacancy, and, subject to clause (iii) below, the Company shall use its reasonable best efforts to cause the vacancy created thereby to be filled as soon as reasonably possible, and to elect such nominee to serve until the next meeting of the stockholders for the election of Class II directors of the Company. (ii) Subject to clause (iii) below, the Company shall use its reasonable best efforts to cause the Investor Company Nominee to be included in the slate of nominees presented by the Board to the stockholders of the Company for election as directors at each relevant annual meeting of the stockholders, and shall use its reasonable best efforts to cause the election of the Investor Company Nominee, including soliciting proxies in favor of the election of the Investor Company Nominee. Subject to clause (iii) below, the Company shall not solicit proxies of the stockholders of the Company to vote against the Investor Company Nominee or for the approval of any stockholder or other proposals that are inconsistent with the rights afforded the Investors pursuant to this Section 5.7(a), and shall use its reasonable best efforts to oppose the removal of the Investor Company Nominee from the Board. (iii) As a condition precedent to election of any individual to fill a vacancy as contemplated by the last sentence of clause (i) above and to the inclusion of any proposed Investor Nominee to be presented to stockholders by the Board pursuant to clause (ii) above, the Board or, if established, the nominating committee of the Board, may review the information provided pursuant to this Section 5.7(a) and such other information as the Board or such committee may reasonably request in order to evaluate the Investor Company Nominee's character and fitness to serve as a director. If the Board or the nominating committee, as the case may be, reasonably determines in good faith that any Investor Company Nominee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the Board or the nominating committee, as the case may be, shall inform Silver Lake of such determination, and Silver Lake shall then have the right to nominate a substitute Investor Company Nominee (and the provisions of this Section 5.7(a) shall apply to such subsequent Investor Company Nominee, provided that any time periods provided for herein shall be shortened such that the subsequent Investor Company Nominee becomes a member of the Board as soon as reasonably possible). (b) Commencing at the time of the purchase of a sufficient number of shares of common stock pursuant to (other than in connection with a Third-Party Sale) the Subsidiary Stock Purchase Rights relating to Aprisma to result in ownership by Silver Lake and its Affiliates of at least 2.25% of the diluted capital stock of Aprisma (the "Designation Event") (disregarding for purposes of measuring such percentage any issuances of Aprisma capital stock or other securities exercisable therefor subsequent to the initial formation and capitalization of Aprisma), and continuing until the earlier of (i) the first anniversary of a Spin-Off of Aprisma or (ii) such time as Silver Lake and its Affiliates no longer hold at least at least 2.25% of the diluted capital stock of Aprisma (disregarding for purposes of measuring such percentage any issuances of Aprisma capital stock or other securities exercisable therefor subsequent to the initial formation and capitalization of Aprisma), Silver Lake shall have the right (but in no event the obligation) to nominate for election to the Board of Directors of Aprisma (the "Aprisma Board"), and the Company shall cause Aprisma (and shall obtain Aprisma's written agreement prior to a Spin-Off of Aprisma) to comply with the provisions of this Section 5.7(b), one nominee who is a member of the general partner or investment advisor of Silver Lake (the "Investor Aprisma Nominee") upon each regular election of directors of Aprisma. To this end, the Company and the Investors agree to take the following actions (and the Company shall cause Aprisma to take such actions) (unless Silver Lake shall have determined in their sole discretion not to nominate a nominee for election to the Aprisma Board or to replace an Investor Aprisma Nominee who has left the Board): (i) As of the Designation Event, such Investor Aprisma Nominee as Silver Lake shall notify to the Company and Aprisma in writing (the person so designated to be subject to the approval of Xxxxxx Xxxxx (or any successor thereto) which approval shall not be unreasonably withheld) shall be appointed to the Aprisma Board as the initial Investor Aprisma Nominee. Thereafter, Silver Lake shall notify Aprisma in writing of the identity of the Investor Aprisma Nominee by no later than the same time shareholder proposals are due as set forth in Aprisma's annual proxy statement filed the year preceding the year of the applicable election of members of the Aprisma Board, which notice shall be conclusive evidence of the consent of the initial Investor Aprisma Nominee to serve as a director of Aprisma. In the event Silver Lake fails to provide such notice, the active director most recently nominated by the Investors shall be deemed to be the Investor Aprisma Nominee. The notice shall include all information with respect to the Investor Aprisma Nominee as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A under the Exchange Act. In the event of any vacancy on the Aprisma Board arising by reason of the Investor Aprisma Nominee's resignation, death, removal or inability to serve, Silver Lake shall notify Aprisma of their nominee to fill such vacancy, and, subject to clause (iii) below, the Company shall cause Aprisma to use its reasonable best efforts to cause the vacancy created thereby to be filled as soon as reasonably possible, and to elect such nominee to serve until the next meeting of the stockholders for the election of directors of Aprisma. (ii) Subject to clause (iii) below, the Company shall cause Aprisma to use its reasonable best efforts to cause the Investor Aprisma Nominee to be included in the slate of nominees presented by the Aprisma Board to the stockholders of Aprisma for election as directors at each relevant annual meeting of the stockholders, and shall cause Aprisma to use its reasonable best efforts to cause the election of the Investor Aprisma Nominee, including soliciting proxies in favor of the election of the Investor Aprisma Nominee. Subject to clause (iii) below, the Company shall cause Aprisma to not solicit proxies of the stockholders of Aprisma to vote against the Investor Aprisma Nominee or for the approval of any stockholder or other proposals that are inconsistent with the rights afforded the Investors pursuant to this Section 5.7(b), and shall use its reasonable best efforts to oppose the removal of the Investor Aprisma Nominee from the Aprisma Board. (iii) As a condition precedent to election of any individual to fill a vacancy as contemplated by clause (i) above and to the inclusion of any proposed Investor Aprisma Nominee to be presented to stockholders by the Aprisma Board pursuant to clause (ii) above, the Aprisma Board may review the information provided pursuant to this Section 5.7(b) and such other information as it may reasonably request in order to evaluate the Investor Aprisma Nominee's character and fitness to serve as a director. If the Aprisma Board reasonably determines not to approve any Investor Aprisma Nominee, the Aprisma Board shall inform Silver Lake of such determination, and Silver Lake shall then have the right to nominate a substitute Investor Aprisma Nominee (and the provisions of this Section 5.7(b) shall apply to such subsequent Investor Aprisma Nominee, provided that any time periods provided for herein shall be shortened such that the subsequent Investor Aprisma Nominee becomes a member of the Aprisma Board as soon as reasonably possible). (c) With respect to each Operating Subsidiary, commencing at the later of (i) the formation of such Operating Subsidiary or (ii) the Closing, and continuing until the consummation of a Spin-Off of such Operating Subsidiary, Silver Lake shall have the right to designate one non-voting observer to the Board of Directors of such Operating Subsidiary who is a member of the general partner or investment advisor of Silver Lake; provided, however, that such right shall not be applicable with respect to Aprisma for so long as a director designated by Silver Lake is serving on the Aprisma Board. Such non-voting observers shall be entitled to participate in any meetings of such Boards of Directors, and shall receive the same notices thereof and materials distributed in connection therewith as are provided to the directors, and shall be provided with visibility into, and the right to comment upon, any significant decisions made by such Boards of Directors (including without limitation decisions with respect to the lines of business to be pursued by each such Operating Subsidiary, the timing and structure of its initial public offering and spin- off, and any significant acquisitions).

Boards of Directors. (a) For so long as Silver Lake the Purchaser shall be the record and its Affiliates own in the aggregate not less than thirty-five (35%) beneficial owner of 100% of the aggregate number Subject Shares of Reorganized General Media (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares issued to in excess of the Investors minimum 241,908 Subject Shares acquired by the Company on the Closing DatePurchaser hereunder), Silver Lake shall have the right (but in no event the obligation) to nominate for election to the Board one nominee who is a each member of the general partner Xxxx/Xxxxxx Group Parties hereby agrees that he or investment advisor it will vote all of Silver Lake (the "Investor Company Nominee") upon each regular election his or its shares of the class Common Stock of directors whose current term expires in 2003 ("Class II"). To this endReorganized GMI, the Company and the Investors agree to take the following actions (unless Silver Lake shall have determined in its sole discretion not to nominate a nominee for election to the Board whether now owned or to replace an Investor Company Nominee who has left the Board): (i) As of the Closing Datehereafter acquired, Xxxxx Xxxx (or, in the event that Xxxxx Xxxx is unable to serve as the Investor Company Nominee and subject to the standards set forth in paragraph (c) below, such other Investor Company Nominee as Silver Lake shall notify to the Company in writing not less than five business days prior to the Closing Date) shall be appointed to the Board as the initial Investor Company Nominee. Thereafter, Silver Lake shall notify the Company in writing of the identity of the Investor Company Nominee by no later than the same time shareholder proposals are due as set forth in the Company's annual proxy statement filed the year preceding the year of election of Class II members of the Board, which notice shall be conclusive evidence of the consent of the Investor Company Nominee to serve as a director of the Company. In the event Silver Lake fails to provide such notice, the active director most recently nominated by the Investors shall be deemed to be the Investor Company Nominee. The notice shall include all information with respect to the Investor Company Nominee as is required to be included in a proxy statement soliciting proxies for the election of directors pursuant to Regulation 14A under the Exchange Act. In the event of any vacancy on the Board arising by reason of the Investor Company Nominee's resignation, death, removal or inability to serve, Silver Lake shall notify the Company of their nominee to fill such vacancy, and, subject to clause (iii) below, the Company shall use its reasonable best efforts to cause the vacancy created thereby to be filled as soon as reasonably possible, and to elect such nominee to serve until the next meeting of the stockholders for the election of Class II directors of the Company. (ii) Subject to clause (iii) below, the Company shall use its reasonable best efforts to cause the Investor Company Nominee to be included in the slate of nominees presented by the Board to the stockholders of the Company for election as directors at each relevant annual meeting of the stockholders, and shall use its reasonable best efforts to cause the election of the Investor Company Nominee, including soliciting proxies in favor of the election as a member of the Investor Company Nominee. Subject to clause board of directors of each of the GMI Corporations (iii) belowcollectively, the Company “Boards of Directors”) one (1) representative of the Purchaser (the “Purchaser Board Representative”). In addition to one Purchaser Board Representative, the Boards of Directors shall not solicit proxies permit a second representative of the Purchaser to attend meetings as an invited guest; provided, such Person shall have no right to vote or otherwise participate in meetings. The Purchaser Board Representative and the invited guest shall be Persons who shall be reasonably acceptable to the Xxxx/Xxxxxx Group Parties; provided, that neither Xxxxxx, the Xxxxxx Trust, any executive officer of PII, nor any of their Affiliates or associates shall serve as the Purchaser Board Representative, without the prior written approval of the Xxxx/Xxxxxx Group Representatives. In the event that the initial Purchaser Board Representative shall fail or be unable to serve as a member of the Boards of Directors, such vacancy shall be filled solely by another designee of the Purchaser reasonable acceptable to the Xxxx/Xxxxxx Group Parties. At each regular or special meeting of the stockholders of the Company to vote against the Investor Company Nominee or GMI Corporations called for the approval of any stockholder purpose, in whole or other proposals that are inconsistent with the rights afforded the Investors pursuant in part, to this Section 5.7(a), and shall use its reasonable best efforts to oppose the removal of the Investor Company Nominee from the Board. (iii) As a condition precedent to election of any individual to fill a vacancy as contemplated by the last sentence of clause (i) above and to the inclusion of any proposed Investor Nominee to be presented to stockholders by the Board pursuant to clause (ii) above, the Board or, if established, the nominating committee of the Board, may review the information provided pursuant to this Section 5.7(a) and such other information as the Board or such committee may reasonably request in order to evaluate the Investor Company Nominee's character and fitness to serve as a director. If the Board or the nominating committee, as the case may be, reasonably determines in good faith that any Investor Company Nominee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the Board or the nominating committee, as the case may be, shall inform Silver Lake elect directors of such determinationGMI Corporation, and Silver Lake all Parties shall then have the right vote all of their shares of New GMI Common Stock to nominate a substitute Investor Company Nominee (and implement the provisions of this Section 5.7(a) shall apply to such subsequent Investor Company Nominee, provided that any time periods provided for herein shall be shortened such 7(a). It is understood and agreed that the subsequent Investor Company Nominee becomes a member foregoing agreement of the Board as soon as reasonably possible). (b) Commencing at Xxxx/Xxxxxx Group Parties shall terminate upon the time sale or transfer of the purchase any of a sufficient number of shares of common stock pursuant their Reorganized GMI Common Stock to (other than in connection with a Third-Party Sale) the Subsidiary Stock Purchase Rights relating to Aprisma to result in ownership by Silver Lake and its Affiliates of at least 2.25% of the diluted capital stock of Aprisma (the "Designation Event") (disregarding for purposes of measuring such percentage any issuances of Aprisma capital stock or other securities exercisable therefor subsequent to the initial formation and capitalization of Aprisma), and continuing until the earlier of (i) the first anniversary of a Spin-Off of Aprisma or (ii) such time as Silver Lake and its Affiliates no longer hold at least at least 2.25% of the diluted capital stock of Aprisma (disregarding for purposes of measuring such percentage any issuances of Aprisma capital stock or other securities exercisable therefor subsequent to the initial formation and capitalization of Aprisma), Silver Lake shall have the right (but in no event the obligation) to nominate for election to the Board of Directors of Aprisma (the "Aprisma Board"), and the Company shall cause Aprisma (and shall obtain Aprisma's written agreement prior to a Spin-Off of Aprisma) to comply with the provisions of this Section 5.7(b), one nominee Person who is a member not an Affiliate of the general partner or investment advisor of Silver Lake (the "Investor Aprisma Nominee") upon each regular election of directors of Aprisma. To this endsuch transferor, the Company and the Investors agree to take the following actions (and the Company shall cause Aprisma to take such actions) (unless Silver Lake shall have determined in their sole discretion not to nominate a nominee for election to the Aprisma Board or to replace an Investor Aprisma Nominee who has left the Board): (i) As of the Designation Event, such Investor Aprisma Nominee as Silver Lake shall notify to the Company and Aprisma in writing (the person so designated to be subject to the approval of Xxxxxx Xxxxx (or any successor thereto) which approval shall not be unreasonably withheld) shall be appointed to the Aprisma Board as the initial Investor Aprisma Nominee. Thereafter, Silver Lake shall notify Aprisma in writing of the identity of the Investor Aprisma Nominee by no later than the same time shareholder proposals are due as set forth in Aprisma's annual proxy statement filed the year preceding the year of the applicable election of members of the Aprisma Board, which notice shall be conclusive evidence of the consent of the initial Investor Aprisma Nominee to serve as a director of Aprisma. In the event Silver Lake fails to provide such notice, the active director most recently nominated by the Investors shall be deemed to be the Investor Aprisma Nominee. The notice shall include all information but only with respect to the Investor Aprisma Nominee as is required to be included in a proxy statement soliciting proxies for voting of such sold or transferred shares of Reorganized GMI Common Stock. The GMI Corporations shall, from and after the election of directors pursuant to Regulation 14A under the Exchange Act. In the event of any vacancy on the Aprisma Board arising by reason Effective Date of the Investor Aprisma Nominee's resignation, death, removal or inability to serve, Silver Lake shall notify Aprisma of their nominee to fill such vacancy, and, subject to clause Plan: (iiiA) below, the Company shall cause Aprisma to use its reasonable best efforts to cause the vacancy created thereby to be filled as soon as reasonably possible, and to elect such nominee to serve until the next meeting conduct regularly scheduled in-person joint meetings of the stockholders for Boards of Directors of the election GMI Corporations not less than quarterly and within 45 days after the end of directors each fiscal quarter; (B) provide written notice (delivered by hand, certified mail, facsimile transmission or email) of Aprisma. such regular meetings to all members of the Boards of Directors not less than ten (ii10) Subject to clause (iii) below, the Company shall cause Aprisma to use its reasonable best efforts to cause the Investor Aprisma Nominee to be included in the slate of nominees presented by the Aprisma Board days prior to the stockholders dates of Aprisma for election as directors at each relevant annual meeting such meetings; and (C) furnish all members of the stockholders, Boards of Directors with the most currently available financial information and shall cause Aprisma to use its reasonable best efforts to cause reports concerning the election of the Investor Aprisma NomineeGMI Corporations, including soliciting proxies the Annual Financial Statements and quarterly financial statements referred to in favor of the election of the Investor Aprisma Nominee. Subject to clause (iiiSection 7(c)(i) below, the Company shall cause Aprisma to not solicit proxies of the stockholders of Aprisma to vote against the Investor Aprisma Nominee or for the approval of any stockholder or other proposals that are inconsistent with the rights afforded the Investors pursuant to this Section 5.7(b), and shall use its reasonable best efforts to oppose the removal of the Investor Aprisma Nominee from the Aprisma Board. (iii) As a condition precedent to election of any individual to fill a vacancy as contemplated by clause (i) above and to the inclusion of any proposed Investor Aprisma Nominee to be presented to stockholders by the Aprisma Board pursuant to clause (ii) above, the Aprisma Board may review the information provided pursuant to this Section 5.7(b) and such other information as it may reasonably request in order to evaluate the Investor Aprisma Nominee's character and fitness to serve as a director. If the Aprisma Board reasonably determines not to approve any Investor Aprisma Nominee, the Aprisma Board shall inform Silver Lake of such determination, and Silver Lake shall then have the right to nominate a substitute Investor Aprisma Nominee (and the provisions of this Section 5.7(b) shall apply to such subsequent Investor Aprisma Nominee, provided that any time periods provided for herein Unless prior notice shall be shortened such that the subsequent Investor Aprisma Nominee becomes a member waived, special meetings of the Aprisma Board as soon as reasonably possible). (c) With respect to each Operating Subsidiary, commencing at the later of (i) the formation of such Operating Subsidiary or (ii) the Closing, and continuing until the consummation of a Spin-Off of such Operating Subsidiary, Silver Lake shall have the right to designate one non-voting observer to the Board of Directors of such Operating Subsidiary who is a member of the general partner or investment advisor of Silver Lake; provided, however, that such right shall not be applicable with respect to Aprisma for so long as a director designated by Silver Lake is serving on the Aprisma Board. Such non-voting observers shall be entitled to participate in any meetings of such Boards of Directors, and shall receive the same notices thereof and materials distributed in connection therewith as are provided to the directors, and shall be provided with visibility into, and the right to comment upon, any significant decisions made by such Boards of Directors may be called in-person or by telephone conference call upon not less than one business (including without limitation decisions with respect 1) day’s prior notice (delivered by hand, certified mail, facsimile transmission or email) to all members of the lines Boards of business Directors and to such legal counsel as may, from time to time, be pursued designated by each such Operating Subsidiary, the timing and structure of its initial public offering and spin- off, and any significant acquisitions)Purchaser Board Representative as his or her counsel.