Common use of Committees; Subsidiary Boards Clause in Contracts

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. (a) From and after Immediately following the Closing, upon the request execution of the Investors and to the extent permitted by applicable Lawthis Agreement, the Company Board shall take all actions necessary disband the Nominating Committee, if any, so that at the Investors shall have Effective Time the same proportional representation (rounded to the nearest whole number of directors, but in no event less than one) on each committee only committees of the Board as it has on shall be the BoardAudit Committee and the Compensation Committee. (b) To Subject to Section 1.2(c) and Section 1.2(d), each of Platinum, Blackstone and Capitol, while it has the extent right to designate at least one (1) Director to the Board and so designated a Director, shall have the right, but not the obligation, to designate such Director as a member to either the Compensation Committee or the Audit Committee and ECP, while it has the right to designate at least one (1) Director to the Board and so designated a Director, shall have the right, but not the obligation, to designate such Director as a member to the Compensation Committee; provided, however, that no Investor Designated Platinum, while it meets the Platinum Ownership Threshold, shall in addition have the right, but not the obligation, to designate the majority of the members of all committees of the Board (subject to Section 1.2(d)). (c) While Platinum meets the Platinum Ownership Threshold, Platinum shall notify each of Blackstone and ECP upon the Board’s formation of any committee in addition to the Audit Committee and the Compensation Committee from time to time. If either of Blackstone and ECP upon such notification promptly notifies Platinum of its desire to have the Board appoint its Director designated in accordance with Section 1.1(a) as a member of such additional committee, Platinum shall cause the Platinum Directors to consider in good faith such request; provided, however, that if such additional committee is permitted under applicable Law to serve on a particular special committee of the Board, the Company shall take all action necessary to permit at least one Investor Designated ECP Director, the Capitol 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 Blackstone Director shall be entitled each have the right to be a member ofof such committee, and no Investor shall be entitled in each case, if such Person qualifies as independent with respect to attend the meetings of, matters for which such special committeecommittee is formed. (cd) Subject The right of any Director to serve on a committee shall be subject to applicable LawLaw and the Company’s obligation, if any, to comply with any applicable rules of any Approved Stock Exchange. (e) The Nominees of a Stockholder shall have 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 right to representation on the board of directors, managers, general partner, managing member directors or other similar governing body (or controlling any committee thereofthereof in the case of the Nominees of Platinum) or of any Subsidiary of the Company in proportion to their representation on the Board; provided, however, that the Nominee of a Stockholder other board or committee serving a similar function with respect than Platinum shall have such right to each such subsidiary (each, a “Subsidiary Board”) representation only if and each committee of each Subsidiary Board shall be proportionate to the composition requirements extent a Nominee by Platinum is serving on any such board of the Board and of each committee thereof, such that such Investor directors 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 thereofother similar governing body.

Committees; Subsidiary Boards. (ai) From Until the occurrence of the Voting Restriction Termination Event, (i) the SCA Shareholder Entity will have the right to designate one member of the SCA Compensation Committee and after (ii) the ClosingCompensation Committee of the SCA Board shall consist of at least five members which number of members shall not be changed without the SCA Shareholder Entity’s prior consent (subject to any restrictions imposed by applicable law, rule or regulation). (ii) Until the occurrence of the Voting Restriction Termination Event, (i) SCA will maintain a Finance and Risk Oversight Committee whose charter shall be substantially in its current form (with such changes thereto as may be agreed by a majority of the members of the Finance and Risk Oversight Committee and the SCA Board), (ii) the Finance and Risk Oversight Committee shall consist of five members which number of members shall not be changed without the SCA Shareholder Entity’s prior consent, and (iii) two of the members of such Committee shall be SCA Shareholder Entity Nominees. (iii) Other than the Audit Committee, a Compensation Committee, a Nominating & Governance Committee and a Finance and Risk Oversight Committee, SCA shall establish no committees of the SCA Board without the prior written consent of at least a majority of the SCA Shareholder Entity Nominees then in office (which shall not unreasonably be withheld). (iv) Subject to applicable law (including the Act) and New York Stock Exchange regulations, until the occurrence of the Voting Restriction Termination Event and upon the request of the Investors SCA Shareholder Entity, SCA and to the extent permitted by applicable Law, the Company SCA Board shall take all actions necessary so that the Investors composition of the board of directors, general partner, managing member (or controlling committee thereof) or any other board or committee serving a similar function with respect to each of SCA’s Material Subsidiaries (each a “Subsidiary Board”) shall be proportionate to the composition requirements of the SCA Board such that the SCA Shareholder Entity 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 SCA Board. (v) In each case where the SCA Shareholder Entity has the right to designate one or more members to any committee of the SCA Board, any Subsidiary Board and committees thereofor any committee thereof in accordance with this Section 2(c), the SCA Board shall select the SCA Shareholder Entity Nominee or SCA Shareholder Entity Nominees, as the case may be, to serve on such Subsidiary Board or committee in the same manner as Independent SCA Board Nominees are selected to serve on such Subsidiary Board or committee.

Committees; Subsidiary Boards. (ai) From Until the occurrence of the Voting Restriction Termination Event, (i) the SCA Shareholder Entity will have the right to designate one member of the SCA Compensation Committee and after (ii) the ClosingCompensation Committee of the SCA Board shall consist of at least five members which number of members shall not be changed without the SCA Shareholder Entity’s prior consent (subject to any restrictions imposed by applicable law, rule or regulation). (ii) Until the occurrence of the Voting Restriction Termination Event, (i) SCA will maintain a Finance and Risk Oversight Committee whose charter shall be substantially in its current form (with such changes thereto as may be agreed by a majority of the members of the Finance and Risk Oversight Committee and the SCA Board), (ii) the Finance and Risk Oversight Committee shall consist of at five members which number of members shall not be changed without the SCA Shareholder Entity’s prior consent, and (iii) two of the members of such Committee shall be SCA Shareholder Entity Nominees. (iii) Other than the Audit Committee, a Compensation Committee, a Nominating & Governance Committee and a Finance and Risk Oversight Committee, SCA shall establish no other committees of the SCA Board without the prior written consent of at least a majority of the SCA Shareholder Entity Nominees then in office (which shall not unreasonably be withheld). (iv) Subject to applicable law (including the Act) and New York Stock Exchange regulations, until the occurrence of the Voting Restriction Termination Event, upon the request of the Investors and to the extent permitted by applicable LawSCA Shareholder Entity, 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, SCA and the SCA 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 of SCA’s Material Subsidiaries (each, each a “Subsidiary Board”) and each committee of each Subsidiary Board shall be proportionate to the composition requirements of the SCA Board and of each committee thereof, such that such Investor or Investors the SCA Shareholder Entity shall have the same proportional representation (rounded to the nearest whole number of directors, but in no event less than oneless 1.01 (i)-5 (v) on In each case where the SCA Shareholder Entity has the right to designate one or more members to any committee of the SCA Board, any Subsidiary Board and or any committee thereof in accordance with this Section 2(c), the SCA Board shall select the SCA Shareholder Entity Nominee or SCA Shareholder Entity Nominees, as it has the case may be, to serve on such Subsidiary Board or committee in the same manner as Independent SCA Board and committees thereofNominees are selected to serve on such Subsidiary Board or committee.

Committees; Subsidiary Boards. (a) From Subject to Section 1.2(b) and after Section 1.2(c), each of Platinum and Capitol, while it has the Closing, upon the request of the Investors and right to designate at least one (1) Director to the extent permitted by applicable LawBoard and so designated a Director, the Company shall take all actions necessary so that the Investors shall have the same proportional representation right, but not the obligation, to designate such Director as a member to either the Compensation Committee or the Audit Committee and ECP, while it has the right to designate at least one (rounded 1) Director to the nearest whole number of directorsBoard and so designated a Director, shall have the right, but not the obligation, to designate such Director as a member to the Compensation Committee; provided, however, that Platinum, while it meets the Platinum Ownership Threshold, shall in no event less than one) on each committee addition have the right, but not the obligation, to designate the majority of the members of all committees of the Board as it has on the Board(subject to Section 1.2(c)). (b) To While Platinum meets the extent Platinum Ownership Threshold, Platinum shall notify ECP upon the Board’s formation of any committee in addition to the Audit Committee and the Compensation Committee from time to time. If ECP upon such notification promptly notifies Platinum of its desire to have the Board appoint its Director designated in accordance with Section 1.1(b) as a member of such additional committee, Platinum shall cause the Platinum Directors to consider in good faith such request; provided, however, that no Investor Designated Director if such additional committee is permitted under applicable Law to serve on a particular special committee of the Board, the Company shall take all action necessary to permit at least one Investor Designated ECP 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 Capitol Director shall be entitled each have the right to be a member ofof such committee, and no Investor shall be entitled in each case, if such Person qualifies as independent with respect to attend the meetings of, matters for which such special committeecommittee is formed. (c) Subject The right of any Director to serve on a committee shall be subject to applicable LawLaw and the Company’s obligation, if any, to comply with any applicable rules of any Approved Stock Exchange. (d) The Nominees of a Stockholder shall have 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 right to representation on the board of directors, managers, general partner, managing member directors or other similar governing body (or controlling any committee thereofthereof in the case of the Nominees of Platinum) or of any Subsidiary of the Company in proportion to their representation on the Board; provided, however, that the Nominee of a Stockholder other board or committee serving a similar function with respect than Platinum shall have such right to each such subsidiary (each, a “Subsidiary Board”) representation only if and each committee of each Subsidiary Board shall be proportionate to the composition requirements extent a Nominee by Platinum is serving on any such board of the Board and of each committee thereof, such that such Investor directors 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 thereofother similar governing body.

Committees; Subsidiary Boards. (a) From and after The Board may, from time to time, create one or more committees. Each of a Cupar Director (for so long as the Closing, upon the request of the Investors and to the extent permitted by applicable LawCupar Approval Right is in effect), the Company AHG Director (for so long as the AHG Approval Right is in effect) and the SoftBank Director (for so long as the SoftBank Approval Right is in effect) shall take all actions necessary so that the Investors shall have the same proportional representation (rounded be entitled in such Person’s discretion to the nearest whole number be a member of directors, but in no event less than one) on each committee of the Board as it (unless the purpose of such committee is solely to allow the Corporation to avail itself of the approval of a conflict matter by a committee comprised solely of disinterested directors and the Board has reasonably determined in good faith, based on the opinion of the Corporation’s external legal counsel, that such Person is not disinterested for such purposes; provided, that, (i) the Board shall take reasonable steps in good faith to minimize any such exclusions, (ii) if any Person is proposed to be so excluded, then the Corporation shall inform such Person in writing of the purpose of such committee and explain the Board’s rationale for the decision to exclude such Person and (iii) any such Person shall be afforded a reasonable opportunity prior to the formation of such committee or following a material change in circumstances surrounding such committee to obviate the need to exclude such Person from such committee). Notwithstanding the foregoing, this Section 2.11(a) and any committee of the Board shall be subject to all other terms and conditions of this Agreement (including, for the avoidance of doubt, Section 3.1 and Section 3.2). (b) To Subject to the extent that no Investor Designated Director is permitted under applicable Law to serve on a particular committee requirements of the Boardlaws of any jurisdiction in which any Subsidiary of the Corporation is incorporated or organized, each of a Cupar Director (for so long as the Cupar Approval Right is in effect), the Company shall take all action necessary to permit at least one Investor Designated AHG Director to attend each meeting of such committee (for so long as a non-voting observer, the AHG Approval Right is 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, effect) and the Board establishes a special committee SoftBank Director (for so long as the SoftBank Approval is in connection with the consideration of such transaction, no Investor Designated Director effect) shall be entitled in such Person’s discretion 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 directorsdirectors or similar governing body of any Subsidiary of the Corporation solely to the extent that any of a Cupar Director, managers, general partner, managing member the AHG Director or the SoftBank Director (or controlling committee thereofan Affiliate of any such director) or any other board or committee serving is 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 member thereof.

Committees; Subsidiary Boards. (ai) From Until the occurrence of the Voting Restriction Termination Event, (i) the SCA Shareholder Entity will have the right to designate one member of the SCA Compensation Committee and after (ii) the ClosingCompensation Committee of the SCA Board shall consist of at least five members which number of members shall not be changed without the SCA Shareholder Entity’s prior consent (subject to any restrictions imposed by applicable law, rule or regulation). 1.01 (i)-6 (ii) Until the occurrence of the Voting Restriction Termination Event, (i) SCA will maintain a Finance and Risk Oversight Committee whose charter shall be substantially in its current form (with such changes thereto as may be agreed by a majority of the members of the Finance and Risk Oversight Committee and the SCA Board), (ii) the Finance and Risk Oversight Committee shall consist of at five members which number of members shall not be changed without the SCA Shareholder Entity’s prior consent, and (iii) two of the members of such Committee shall be SCA Shareholder Entity Nominees. (iii) Other than the Audit Committee, a Compensation Committee, a Nominating & Governance Committee and a Finance and Risk Oversight Committee, SCA shall establish no other committees of the SCA Board without the prior written consent of at least a majority of the SCA Shareholder Entity Nominees then in office (which shall not unreasonably be withheld). (iv) Subject to applicable law (including the Act) and New York Stock Exchange regulations, until the occurrence of the Voting Restriction Termination Event, upon the request of the Investors SCA Shareholder Entity, SCA and to the extent permitted by applicable Law, the Company SCA Board shall take all actions necessary so that the Investors composition of the board of directors, general partner, managing member (or controlling committee thereof) or any other board or committee serving a similar function with respect to each of SCA’s Material Subsidiaries (each a “Subsidiary Board”) shall be proportionate to the composition requirements of the SCA Board such that the SCA Shareholder Entity 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 SCA Board. (v) In each case where the SCA Shareholder Entity has the right to designate one or more members to any committee of the SCA Board, any Subsidiary Board and committees thereofor any committee thereof in accordance with this Section 2(c), the SCA Board shall select the SCA Shareholder Entity Nominee or SCA Shareholder Entity Nominees, as the case may be, to serve on such Subsidiary Board or committee in the same manner as Independent SCA Board Nominees are selected to serve on such Subsidiary Board or committee.