Committees; Subsidiary Boards. (a) From and after the Closing, upon the request of the Investors and to the extent permitted by applicable Law, the Company shall take all actions necessary so that the Investors shall have the same proportional representation (rounded to the nearest whole number of directors, but in no event less than one) on each committee of the Board as it has on the Board.
(b) To the extent that no Investor Designated Director is permitted under applicable Law to serve on a particular committee of the Board, the Company shall take all action necessary to permit at least one Investor Designated Director to attend each meeting of such committee as a non-voting observer, in each case to the extent permitted by applicable Law, and such observer shall be provided with such notice of the meeting and information regarding the meeting as is provided to members of such committee. Notwithstanding the foregoing, if the Board is to consider a transaction involving the Company, on the one hand, and any of the Investors and their respective Affiliates, on the other hand, and the Board establishes a special committee in connection with the consideration of such transaction, no Investor Designated Director shall be entitled to be a member of, and no Investor shall be entitled to attend the meetings of, such special committee.
(c) Subject to applicable Law, if the Company forms or acquires any subsidiary, then upon the request of the Investor or Investors that designated an Investor Designated Director, the Company shall take all actions necessary so that the composition of the board of directors, managers, general partner, managing member (or controlling committee thereof) or any other board or committee serving a similar function with respect to each such subsidiary (each, a “Subsidiary Board”) and each committee of each Subsidiary Board shall be proportionate to the composition requirements of the Board and of each committee thereof, such that such Investor or Investors shall have the same proportional representation (rounded to the nearest whole number of directors, but in no event less than one) on each Subsidiary Board and committee thereof as it has on the Board and committees thereof.
Committees; Subsidiary Boards. At the request of the Majority Investor Parties, the Company shall use its reasonable best efforts to cause the Designated Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on each committee of the Board, so long as consistent with the independence and other applicable requirements of the principal trading market of the Company’s Common Stock or under applicable law. At the request of the Majority Investor Parties, the Company shall use its reasonable best efforts to cause the Designated Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on the boards (or equivalent governing body) and committees of each Subsidiary of the Company.
Committees; Subsidiary Boards. Each committee of the Board of Directors shall contain at least one Series A-1 Director and one Series A Director. The Company shall cause each of its Subsidiaries’ boards of directors (or comparable governing bodies) (if applicable), to have the same composition as the Board of Directors of the Company (except as otherwise agreed to by Silver Lake and/or CEF with respect to the Series A-1 Director or Series A Director, respectively).
Committees; Subsidiary Boards. Subject to any applicable law or stock exchange rule to which the Company is then subject, each Member that has the right to appoint a Director to the Board shall also have the right to proportionate representation by such Director on all Board committees, and on the boards and committees of any material subsidiaries of the Company; provided that for purposes of any Board or subsidiary committees, such representation can be in the form of a non-voting observer.Board Observer: Each of Monarch and GSAM, for so long as it has the right to appoint an Independent Director, will have the right to appoint one non-voting observer to the Board (each, a “Board Observer”), who will receive all Board materials and notice of all Board meetings, and be entitled to attend all Board meetings, with such receipt of materials and attendance subject to customary exclusions related to the loss of attorney-client privilege and the entry into a customary non-disclosure agreement.
Committees; Subsidiary Boards. Subject to the Board Threshold, the Company shall use its reasonable best efforts such that one of the Investor Directors shall be a member of each committee of the Board other than the Audit Committee, so long as consistent with the independence and other applicable requirements of the principal Trading Market of the Company’s Common Stock or under applicable law; provided, that the Company shall use all reasonable best efforts to effectuate such compliance; and provided further, that one Investor Director may participate as an observer to the Audit Committee and shall have the observer rights set forth in Section 4.7. Any committee of the Board may, at its reasonable discretion, exclude from such committee meeting any observer attending such meeting in accordance with
Committees; Subsidiary Boards. Subject to the Board Threshold, the Company shall use its reasonable best efforts such that one of the Investor Directors shall be a member of each committee of the Board other than the Audit Committee, so long as consistent with the independence and other applicable requirements of the principal Trading Market of the Company’s Common Stock or under applicable law; provided, that the Company shall use all reasonable best efforts to effectuate such compliance; and provided further, that one Investor Director may participate as an observer to the Audit Committee and shall have the observer rights set forth in Section 4.7. Any committee of the Board may, at its reasonable discretion, exclude from such committee meeting any observer attending such meeting in accordance with this Section 4.8 or Section 4.7. At the request of the Majority Sponsor Investors, the Company shall cause the Investor Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on the boards (or equivalent governing body) of each publicly-traded Subsidiary of the Company (or in the case of a continuing Event of Noncompliance, any Subsidiary of the Company) (each, a “Sub Board”). Subject to the Board Threshold, one Investor representative shall be seated on the Patni board of directors and an additional Investor representative shall serve as an observer (in each case, from and after the date that the Company obtains the ability to nominate any directors to the Patni board of directors) and shall have representation on committees of the Patni board of directors until Patni becomes a wholly owned Subsidiary of the Company.
Committees; Subsidiary Boards. Subject to applicable law and the rules and regulations of any regulatory or quasi-regulatory body (and, following an Initial Public Offering, the rules of all applicable securities exchanges and listing requirements), each committee formed by the Board shall include at least two Ares Directors, one CPPIB Director and one Rollover Director, in each case, so long as the Stockholders are obligated to appoint an Ares Director, a CPPIB Director and a Rollover Director, respectively, pursuant to Section 4.06(a), unless a majority of the Board (including at least one Ares Director, one CPPIB Director and one Rollover Director, in each case, so long as the Stockholders are obligated to appoint an Ares Director, a CPPIB Director and a Rollover Director, respectively, pursuant to Section 4.06(a)) determines otherwise. For so long as the Stockholders are obligated to appoint a Rollover Director pursuant to Section 4.06(a), the Company shall not, without a Rollover Approval, appoint, or cause the appointment of, an Ares Director (or any other director, officer, employee or agent of Ares) or a CPPIB Director (or any other director, officer, employee or agent of CPPIB) to the board of directors of any subsidiary of the Company (a “Subsidiary Board”) unless at least a proportionate number of Rollover Directors are given the opportunity to be appointed to such Subsidiary Board (determined by the number of Rollover Directors then on the Board).
Committees; Subsidiary Boards. The Company shall establish and maintain such committees of the Board, and such board of directors (or equivalent governing body) of each of the Company’s Subsidiaries, as the Board deems appropriate from time to time. The number of representatives on any such committees or boards shall be determined, and such representatives shall be appointed, in accordance with Section 7.2(a) as if such committees or boards were the Board. Any such committees shall have such duties and responsibilities as may be determined by the Board.
Committees; Subsidiary Boards. Subject to Section 5.02(o), the Board may designate one or more committees, each committee to consist (subject to the immediately following sentence) of one or more Managers. Albany shall be represented on each committee of the Board in proportion to the number of Albany Managers relative to the total number of Managers pursuant to Section 5.01(b); provided, that Albany may, in its sole discretion, designate fewer Albany Managers to serve on any committee or not designate any Albany Managers to so serve. Voting requirements of any committee designated by the Board shall be included in the enabling Board resolution establishing such committee. The provisions of this Section 5.03 shall apply to any committee or board, or similar corporate governing body, of any Subsidiary of the Company.
Committees; Subsidiary Boards. At the request of Waterfall, the Company shall use its reasonable best efforts to cause the Investor Director to have representation on each committee of the Board, so long as consistent with the independence and other applicable requirements of the principal trading market of the Company’s Common Stock or under applicable Law. At the request of Waterfall, the Company shall use its reasonable best efforts to cause the Investor Director to have representation the boards (or equivalent governing body) and committees of each Subsidiary of the Company.
