Common use of Classified Board Clause in Contracts

Classified Board. The certificate of incorporation and the by-laws of the Company shall provide that the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. One class’s (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereof, another class’s (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof and another class’s (“Class III”) term will expire at the third annual meeting of stockholders following the date hereof; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the Corporation, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Investor Nominees shall be allocated among the three classes of the Board as follows: (i) one CD&R Nominee shall be allocated to each of Class I, Class II and Class III; and (ii) one Carlyle Nominee and one Merrill Nominee shall be allocated to each of Class I and Class III; provided that if the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Board, the right to designate successor Investor Nominees to such class shall expire.

Classified Board. The certificate of incorporation and the by-laws of the Company shall provide that the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. One class’s (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereof, another class’s (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof and another class’s (“Class III”) term will expire at the third annual meeting of stockholders following the date hereof; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the Corporation, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Investor Nominees shall be allocated among the three classes of the Board as follows: (i) one CD&R Nominee shall be allocated to each of Class I, Class II and Class III; and (ii) one Carlyle Nominee and one Merrill Ripplewood Nominee shall be allocated to each of Class I and Class II and two Ripplewood Nominees shall be allocated to Class III; and (ii) one Oak Hill Nominee shall be allocated to each of Class I and Class II and two Oak Hill Nominees shall be allocated to Class III; provided that if the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii1.1(a)(ii) or Section 2.61.5, upon the resignation of an affected Investor Nominee from a class of the Board, the right set forth in Section 1.1(d) to designate successor Investor Nominees to such class shall expire.

Classified Board. The certificate Company covenants and agrees with each of incorporation Sponsor and the by-laws of SPAC Sponsor that, for so long as such party has a Nominee serving on the Company shall provide that Board, or so long as such party has the directors of right to designate at least one (1) director pursuant to Section 6.2.1, the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, Board shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal divided in number as possible. One class’s (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereof, another class’s (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof and another class’s (“Class III”) term will expire at the third annual meeting of stockholders following the date hereof; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the Corporation, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Investor Nominees shall be allocated among the three classes of the Board as follows: (i) one CD&R Nominee shall be allocated to each of designated Class I, Class II and Class III; and (ii) one Carlyle Nominee , with each director serving a three-year term and one Merrill Nominee class being elected at each year’s annual meeting of stockholders of the Company. The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders of the Company after the Closing Date, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders of the Company after the Closing Date and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders of the Company after the Closing Date. The Initial Independent Directors shall be allocated assigned to each of class as follows: Xxxxxx Xxxxxxxxx shall serve in Class I and Xxxxxx Xxxxxxx shall serve in Class II (the “Initial Independent Directors”). The Initial Sponsor Nominees shall be assigned to each class as follows: Xxxxx Xxxxxx shall serve in Class I, Xxxxx Xxxx shall serve in Class II, and Xxxxx Xxxxxxx and Xxxx Xxxxxxxxx shall serve in Class III; provided that if . The Initial SPAC Sponsor Nominees shall be assigned to Class II and Class III as follows: Xxxxx Xxxx shall serve in Class II and Xxxxx Xxxxxx shall serve in Class III (the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Board, the right to designate successor Investor Nominees to such class “Initial SPAC Sponsor Nominees”). The Chief Executive Officer shall expire.serve in Class I.

Classified Board. The certificate Certificate of incorporation Incorporation and the by-laws of the Company shall will, at the Effective Time, provide that the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, shall be classified with respect to the time for which they severally hold office into three (3) classes, as nearly equal in number as possible. One class’s (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereof, another class’s (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof and another class’s (“Class III”) term will expire at the third annual meeting of stockholders following the date hereof; provided provided, that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the CorporationCompany, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their such directors’ election. The Investor Nominees directors designated pursuant to Section 1(a)(ii) shall initially be allocated among the three (3) classes of the Board as follows: (i) one CD&R Nominee the Executive Chairman, the Chief Executive Officer and the First Independent Director shall be allocated to each of Class I; (ii) two (2) JPMP Designees and one (1) CPPIB Designee shall be allocated to Class II; (iii) up to three (3) JPMP Designees and one (1) CPPIB Designee shall be allocated to Class III; and (iv) the Independent Directors shall be allocated as evenly as possible in ascending order among Class I, Class II and Class III; , and (ii) one Carlyle Nominee and one Merrill Nominee shall be allocated each additional JPMP Designee that JPMP Investor elects to each of Class I and Class III; provided that if the number of Investor Nominees is reduced designate with such Independent Directors pursuant to Section 2.1(a)(ii1(a)(ii)(A) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Board, the right to designate successor Investor Nominees to such class shall expirealso be allocated as evenly as possible.

Classified Board. The certificate Third Amended and Restated Certificate of incorporation Incorporation and the by-laws of the Company shall provide that the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. One class’s (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereof, another class’s (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof and another class’s (“Class III”) term will expire at the third annual meeting of stockholders following the date hereof; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the CorporationCompany, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Investor Nominees directors designated pursuant to Section 1(a)(ii) shall be allocated among the three classes of the Board as follows: (i) one CD&R Nominee BCS Designee and up to three Independent Directors shall be allocated to each Class I; (ii) any Independent Directors in excess of three shall be allocated as evenly as possible in ascending order among Class I, Class II and Class III; (iii) the Spectrum Designee and two JPMP Designees shall be allocated to Class II; (iiiv) one Carlyle Nominee and one Merrill Nominee Apollo Designee shall be allocated to each of Class I II and Class III; provided that if and (v) the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the BoardBain Designee, the right Carlyle Designee and the Management Designee shall be allocated to designate successor Investor Nominees to such class shall expireClass III.

Classified Board. The certificate of incorporation and the by-laws bylaws of the Company shall provide that the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. One class’s The term of one class (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereofEffective Time, the term of another class’s class (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof Effective Time and the term of another class’s class (“Class III”) term will expire at the third annual meeting of stockholders following the date hereofEffective Time; provided that the term of each director shall (i) continue until the election and qualification of a successor and (ii) be subject to such director’s earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the CorporationCompany, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Investor Nominees shall be allocated among Unless and until the three classes size of the Board as follows: (i) one CD&R Nominee shall be allocated to each of Class Ihave been changed in accordance herewith, Class II I and Class III; II shall contain two directors each, and (ii) one Carlyle Nominee and one Merrill Class III shall contain three directors. One PSP Nominee shall be allocated to each of Class I and Class II, who shall initially be Xxxxx Xxxxxxx and Xxxxxx Xxxxxxxx, respectively, and one Xxxxxxxxx Nominee shall be allocated to each of Class II and Class III; provided that if the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Boardwho shall initially be Xxxxxx Xxxx and Xxxxx Xxxxxx, the right to designate successor Investor Nominees to such class shall expirerespectively.

Classified Board. The certificate Company covenants and agrees with each of incorporation Sponsor and the by-laws of SPAC Sponsor that, for so long as such party has a Nominee serving on the Company shall provide that Board, or so long as such party has the directors of right to designate at least one (1) director pursuant to Section 6.2.1, the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, Board shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal divided in number as possible. One class’s (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereof, another class’s (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof and another class’s (“Class III”) term will expire at the third annual meeting of stockholders following the date hereof; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the Corporation, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Investor Nominees shall be allocated among the three classes of the Board as follows: (i) one CD&R Nominee shall be allocated to each of designated Class I, Class II and Class III; and (ii) one Carlyle Nominee , with each 1 The initial Sponsor directors shall be determined prior to the Closing Date. director serving a three-year term and one Merrill Nominee class being elected at each year’s annual meeting of stockholders of the Company. The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders of the Company after the Closing Date, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders of the Company after the Closing Date and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders of the Company after the Closing Date. The Initial Independent Directors shall be allocated assigned to each of class as follows: [●] shall serve in Class I and [●] shall serve in Class II (the “Initial Independent Directors”). The Initial Sponsor Nominees shall be assigned to each class as follows: [●] shall serve in Class I, [●] shall serve in Class II, and [●] and [●] shall serve in Class III; provided that if . The Initial SPAC Sponsor Nominees shall be assigned to Class II and Class III as follows: Xxxxx Xxxx shall serve in Class II and Xxxxx Xxxxxx shall serve in Class III (the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Board, the right to designate successor Investor Nominees to such class “Initial SPAC Sponsor Nominees”). The Chief Executive Officer shall expire.serve in Class I.

Classified Board. The certificate authorized number of incorporation and directors constituting the by-laws entire Board of Directors shall be fixed from time to time by resolution of the Company Board of Directors, provided that such number shall provide that not be less than three. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect directors pursuant to the provisions of a Preferred Stock Certificate of Designation (which directors shall not be classified pursuant to this sentence (unless so provided in the Preferred Stock Certificate of Designation)), the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, Corporation shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. One class’s : one class (“Class I”) ), the initial term will of which shall expire at the first annual meeting of the stockholders following the date hereof, another class’s Effective Time; a second class (“Class II”) ), the initial term will of which shall expire at the second annual meeting of the stockholders following the date hereof Effective Time; and another class’s a third class (“Class III”) ), the initial term will of which shall expire at the third annual meeting of stockholders following the date hereof; provided that the term of Effective Time, with each director shall continue class to hold office until the election its successors are elected and qualification of a successor and be subject to such director’s earlier death, resignation or removalqualified. Thereafter, at At each annual meeting of stockholders of the Corporation, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the members of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third succeeding annual meeting of stockholders held in the third year following the year of their electionstockholders. The Investor Nominees shall be allocated among holders of a majority of shares then entitled to vote at an election of directors may remove any director or the three classes entire Board of the Board as follows: (i) one CD&R Nominee shall be allocated to each of Class IDirectors, Class II and Class III; and (ii) one Carlyle Nominee and one Merrill Nominee shall be allocated to each of Class I and Class III; provided that if the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Board, the right to designate successor Investor Nominees to such class shall expirebut only for cause.

Classified Board. The certificate of incorporation and the by-laws bylaws of the Company shall provide that the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. One class’s The term of one class (“"Class I”") term will expire at the first annual meeting of the stockholders following the date hereofEffective Time, the term of another class’s class (“"Class II”") term will expire at the second annual meeting of the stockholders following the date hereof Effective Time and the term of another class’s class (“"Class III”") term will expire at the third annual meeting of stockholders following the date hereofEffective Time; provided that the term of each director shall (i) continue until the election and qualification of a successor and (ii) be subject to such director’s 's earlier death, resignation or removal. Thereafter, at each annual meeting of stockholders of the CorporationCompany, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Investor Nominees shall be allocated among Unless and until the three classes size of the Board as follows: (i) one CD&R Nominee shall be allocated to each of Class Ihave been changed in accordance herewith, Class II I and Class III; II shall contain two directors each, and (ii) one Carlyle Nominee and one Merrill Class III shall contain three directors. One PSP Nominee shall be allocated to each of Class I and Class II, who shall initially be Jamex Xxxxxxx xxx Stuaxx Xxxxxxxx, xxspectively, and one Cattxxxxx Xxxinee shall be allocated to each of Class II and Class III; provided that if the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Boardwho shall initially be Andrxx Xxxx xxx Scotx Xxxxxx, the right to designate successor Investor Nominees to such class shall expirexxspectively.