Common use of Composition of Initial Board Clause in Contracts

Composition of Initial Board. Prior to Closing, the Company and the Stockholders shall take all Necessary Action to cause the Board to be comprised of eight directors, (i) two of whom shall be designated by TPG (each, a “TPG Director”), (ii) two of whom shall be designated by UPMC (each, a “UPMC Director”), (iii) two of whom shall be designated by The Advisory Board (each, an “Advisory Board Director”), (iv) one of whom shall be the Chief Executive Officer and (v) one of whom shall be a director who meets the independence criteria set forth in Rule 10A-3 under the Exchange Act (an “Unaffiliated Director”). Within 90 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to nine directors and to fill such vacancy with one additional Unaffiliated Director (the “90-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). Within 365 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to ten directors and to fill such vacancy with one additional Unaffiliated Director (the “365-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows: (1) the class I directors shall include one TPG Director, one UPMC Director and one Advisory Board Director; (2) the class II directors shall include one TPG Director, one UPMC Director and one Advisory Board Director; and (3) the class III directors shall include the Chief Executive Officer, the Unaffiliated Director, the 90-Day Unaffiliated Director and the 365-Day Unaffiliated Director. The initial term of the class I directors shall expire immediately following the Company’s first annual meeting of stockholders at which directors are elected following the completion of the IPO. The initial term of the class II directors shall expire immediately following the Company’s second annual meeting of stockholders at which directors are elected following the completion of the IPO. The initial term of the class III directors shall expire immediately following the Company’s third annual meeting at which directors are elected following the completion of the IPO. For the avoidance of doubt, this Section 3.1(a) is applicable solely to the initial composition of the Board and shall have no further force or effect after the 365-Day Unaffiliated Director is appointed to the Board (except that (i) a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 3.1(a) and (ii) the initial terms of each class of directors shall expire as set forth in this Section 3.1(a)).

Composition of Initial Board. Prior to Closing, the Company and the Stockholders shall take all Necessary Action to cause the Board to be comprised of eight ten (10) directors, (i) two three (3) of whom shall be designated by TPG (each, a “TPG Director”), (ii) two three (3) of whom shall be designated by UPMC Oaktree (each, a an “UPMC Oaktree Director”), (iii) two one (1) of whom shall be designated by The Advisory Board JHI (each, an the “Advisory Board JHI Director”), (iv) one (1) of whom shall be the Chief Executive Officer and (v) one two (2) of whom shall be a director directors who meets meet the independence criteria set forth in Rule 10A-3 under the Exchange Act (each, an “Unaffiliated Director”). Within 90 ninety (90) days of the effective date effectiveness of the Registration Statementthis Agreement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one (1) director to nine eleven (11) directors and to fill such vacancy with one (1) additional Unaffiliated Director (the “90-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). Within 365 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to ten directors and to fill such vacancy with one additional Unaffiliated Director (the “365-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows: (1) the class I directors shall include one (1) TPG Director, one UPMC Director (1) Oaktree Director, the Chief Executive Officer and one Advisory Board (1) Unaffiliated Director; (2) the class II directors shall include one (1) TPG Director, one UPMC (1) Oaktree Director, the JHI Director and one Advisory Board the 90-Day Unaffiliated Director; and (3) the class III directors shall include the Chief Executive Officer, the Unaffiliated one (1) TPG Director, the 90-Day Unaffiliated one (1) Oaktree Director and the 365-Day (1) one Unaffiliated Director. The initial term of the class I directors shall expire immediately following the Company’s first 2014 annual meeting of stockholders at which directors are elected following the completion of the IPOelected. The initial term of the class II directors shall expire immediately following the Company’s second 2015 annual meeting of stockholders at which directors are elected following the completion of the IPOelected. The initial term of the class III directors shall expire immediately following the Company’s third 2016 annual meeting at which directors are elected following the completion of the IPOelected. For the avoidance of doubt, this Section 3.1(a) is applicable solely to the initial composition of the Board and shall have no further force or effect after the 36590-Day Unaffiliated Director is appointed to the Board (except that (i) a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 3.1(a) and (ii) the initial terms of each class of directors shall expire as set forth in this Section 3.1(a)).

Composition of Initial Board. Prior to Closing, The Shareholders and the Company and the Stockholders shall take all Necessary Action to cause the Board of Directors to be comprised initially of eight seven (7) directors, (iA) two (2) of whom shall be designated by TPG (each, a “TPG Director”), (iiB) two one (1) of whom shall be designated by UPMC CPPIB (each, a the “UPMC CPPIB Director”), (iiiC) two one (1) of whom shall be designated by The Advisory Board GEI V (each, an the “Advisory Board LGP Director”), (ivD) one (1) of whom shall be the Chief Executive Officer and Officer, (vE) one (1) of whom shall be a an Unaffiliated Director (the “Initial Unaffiliated Director”) and (F) one (1) additional director who meets jointly designated by TPG and CPPIB (the independence criteria set forth in Rule 10A-3 under the Exchange Act (an “Unaffiliated Joint Director”). Within 90 ninety (90) days of following the effective date of the Registration Statementthis Agreement, the Company and the Stockholders Sponsors shall take all Necessary Action to cause the Board of Directors to increase in size by one director (1) to nine eight (8) directors and to fill such vacancy with one additional (1) Unaffiliated Director (the “90-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). Within 365 days of one year following the effective date of the Registration Statementthis Agreement, the Company and the Stockholders Sponsors shall take all Necessary Action to cause the Board of Directors to increase in size by one director (1) to ten nine (9) directors and to fill such vacancy with one additional (1) Unaffiliated Director (the “3651-Day Year Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). The foregoing directors shall be divided into three classes of directors, each of whose members which directors shall serve for staggered threethree year-year terms as follows: (1) the class I directors shall include include: one (1) TPG Director, one UPMC the CPPIB Director and one Advisory Board Directorthe Chief Executive Officer; (2) the class II directors shall include include: one (1) TPG Director, one UPMC the LGP Director and one Advisory Board the 90-Day Unaffiliated Director; and (3) the class III directors shall include include: the Chief Executive Officer, the Initial Unaffiliated Director, the 90-Day Unaffiliated Joint Director and the 3651-Day Year Unaffiliated Director. The initial term of the class I directors shall expire immediately following the Company’s first 2015 annual meeting of stockholders at which directors are elected following the completion of the IPOelected. The initial term of the class II directors shall expire immediately following the Company’s second 2016 annual meeting of stockholders at which directors are elected following the completion of the IPOelected. The initial term of the class III directors shall expire immediately following the Company’s third 2017 annual meeting at which directors are elected following the completion of the IPO. For the avoidance of doubt, this Section 3.1(a) is applicable solely to the initial composition of the Board and shall have no further force or effect after the 365-Day Unaffiliated Director is appointed to the Board (except that (i) a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 3.1(a) and (ii) the initial terms of each class of directors shall expire as set forth in this Section 3.1(a))elected.

Composition of Initial Board. Prior to Closing, (a) The Company agrees with the Sponsor and the Company and agrees with the Stockholders GFI Representative that the Company shall take all Necessary Action reasonable actions within its control to cause the Board of Directors to be comprised of eight seven (7) directors, (i) two of whom shall be designated by TPG (each, a “TPG Director”), (ii) two of whom shall be designated by UPMC (each, a “UPMC Director”), (iii) two of whom shall be designated by The Advisory Board (each, an “Advisory Board Director”), (iv) one of whom shall be the Chief Executive Officer and (v) one of whom shall be a director who meets the independence criteria set forth in Rule 10A-3 under the Exchange Act (an “Unaffiliated Director”). Within 90 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to nine directors and to fill such vacancy with one additional Unaffiliated Director (the “90-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be divided into three (3) classes of directors in accordance with the terms of the Certificate of Incorporation; provided that the Board of Directors shall be comprised of eight (8) directors until Xxxxxxx Xxxxxxxxxx is determined by the Board of Directors to meet the requirements under SEC Guidance for service on the Company’s audit committee and is appointed by a majority to the Company’s audit committee, at which time the Company will cause Xxxxxxx Xxxxxx to resign and the size of the Board of Directors shall be reduced to seven (upon the affirmative recommendation 7) directors. As of the Nominating and Corporate Governance Committee of the Board). Within 365 days of the effective date of the Registration Statementhereof, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to ten directors and to fill such vacancy with one additional Unaffiliated Director eight (the “365-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). The foregoing 8) directors shall be divided into three (3) classes of directorsas follows (such persons, each of whose members shall serve for staggered three-year terms as follows:the “Initial Designees”): (1i) the class Class I directors shall include one TPG Director(x) Xxxxxx Xxxxxx, one UPMC Director who shall be a Sponsor Designee hereunder, (y) Xxx Xxxxxxxx, who shall be a GFI Designee hereunder, and one Advisory Board Director(z) Xxxxxxx Xxxxxx, in each case, whose term shall expire at the annual meeting of stockholders held in 2018, at which time Xxxxxx Xxxxxx and Xxx Xxxxxxxx shall be nominated to stand for re-election; (2ii) the class Class II directors shall include one TPG Director(x) Xxxx Xxxx Xxxxx (during such time as he serves as Chief Executive Officer of the Company), one UPMC Director and one Advisory Board Director(y) Xxxxxxx Xxxxxxxxxx, whose term shall expire at the annual meeting of stockholders held in 2019; and (3iii) the class Class III directors shall include the Chief Executive Officer(x) Xxxxx Xxxxxxxx, the Unaffiliated Director(y) Xxxxxx Xxxxxx, the 90-Day Unaffiliated Director who shall be a Sponsor Designee hereunder, and the 365-Day Unaffiliated Director. The initial (z) Xxxxx Xxxxx, who shall be a GFI Designee hereunder, in each case, whose term of the class I directors shall expire immediately following at the Company’s first annual meeting of stockholders held in 2020. (b) The Company agrees with the Sponsor and the Company agrees with the GFI Representative that the Company shall not, so long as either (i) the Sponsor and the GFI Representative, as applicable, are entitled to designate at which directors are elected following least one Designee or (ii) the completion Sponsor or the GFI Representative, as applicable, have an Initial Designee who is serving such person’s Initial Term (as defined herein) without the Sponsor’s consent or the GFI Representative’s consent, as applicable, amend its Certificate of Incorporation or by-laws, pass any resolution or take any action with the IPO. The initial term effect of the class II directors shall expire immediately following de-staggering the Company’s second annual meeting Board of stockholders at which Directors, providing for a voting standard in the election of directors are elected following other than plurality voting or providing for the completion establishment of any classes of directors inconsistent with Section 5.1(a). (c) Subject to Section 7.1, the Sponsor, each of the IPO. The initial term Sponsor Affiliated Transferees, the GFI Representative and each of the class III directors shall expire immediately following Selling Stockholders individually agrees with the Company, that such party will not take any action in their capacities as stockholders (including voting their Common Stock, granting proxies, providing written consents or proposing any stockholder proposal), to amend the Company’s third annual meeting at which Certificate of Incorporation or by-laws or take any action with the effect of de-staggering the Company’s Board of Directors, providing for a voting standard in the election of directors are elected following other than plurality voting or providing for the completion establishment of the IPO. any classes of directors inconsistent with Section 5.1(a). (d) For the avoidance of doubt, this Section 3.1(a5.1(a) is applicable solely to the initial composition of the Board of Directors (the “Initial Board”) and shall have no further force or effect after the 365-Day Unaffiliated Director is appointed initial term with respect to which each director on the Initial Board serves (such director’s “Initial Term”), except that, subject to the Board (except that (i) Certificate of Incorporation, a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 3.1(a) 5.1(a); provided that, with respect to Xxxxxx Xxxxxx and (ii) Xxx Xxxxxxxx, such directors’ Initial Term shall include the initial terms three-year term beginning with their re-election at the annual meeting of each class of directors shall expire as set forth stockholders held in this Section 3.1(a))2018.

Composition of Initial Board. Prior to Closing, (a) The Company agrees with the Sponsors and the Company and agrees with the Stockholders GFI Representative that the Company shall take all Necessary Action reasonable actions within its control to cause the Board of Directors to be comprised of eight seven (7) directors, (i) two of whom shall be designated by TPG (each, a “TPG Director”), (ii) two of whom shall be designated by UPMC (each, a “UPMC Director”), (iii) two of whom shall be designated by The Advisory Board (each, an “Advisory Board Director”), (iv) one of whom shall be the Chief Executive Officer and (v) one of whom shall be a director who meets the independence criteria set forth in Rule 10A-3 under the Exchange Act (an “Unaffiliated Director”). Within 90 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to nine directors and to fill such vacancy with one additional Unaffiliated Director (the “90-Day Unaffiliated Director”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority divided into three (3) classes of directors in accordance with the terms of the Board (upon the affirmative recommendation Certificate of Incorporation. As of the Nominating and Corporate Governance Committee of the Board). Within 365 days of the effective date of the Registration Statementhereof, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to ten directors and to fill such vacancy with one additional Unaffiliated Director seven (the “365-Day Unaffiliated Director”7) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). The foregoing directors shall be divided into three (3) classes of directorsas follows (such persons, each of whose members shall serve for staggered three-year terms as followsthe “Initial Designees”)12: (1i) the class Class I directors shall include one TPG DirectorJxxx Xxxx Xxxxx (during such time as he serves as Chief Executive Officer of the Company), one UPMC Director and one Advisory Board Director;[________________], whose term shall expire at the Annual Meeting of Stockholders held in 2019; 2 Each of M3 and Oaktree will designate an additional Class II director and both parties will mutually agree on an independent Class I director and an independent Class II director, in each case to be appointed at closing. Additionally, to the extent an 8th director is needed at closing, Oaktree and M3 to mutually agree on appointee. (2ii) the class Class II directors shall include one TPG Director[________________], one UPMC Director [________________], who shall be a Sponsor Designee hereunder, and one Advisory Board Director[________________], who shall be a GFI Designee hereunder, in each case, whose term shall expire at the Annual Meeting of Stockholders held in 2020; and (3iii) the class Class III directors shall include Mxxxxx Xxxxxx, who shall be a Sponsor Designee hereunder and Ixx Xxxxxxxx, who shall be a GFI Designee hereunder, in each case, whose term shall expire at the Chief Executive Officer, Annual Meeting of Stockholders held in 2021. (b) The Company agrees with the Unaffiliated Director, the 90-Day Unaffiliated Director Sponsors and the 365Company agrees with the GFI Representative that the Company shall not, so long as either (i) the Sponsors and the GFI Representative, as applicable, are entitled to designate at least one Designee or (ii) the Sponsors or the GFI Representative, as applicable, have an Initial Designee who is serving such person’s Initial Term (as defined herein) without the Sponsor’s consent or the GFI Representative’s consent, as applicable, amend its Certificate of Incorporation or by-Day Unaffiliated Director. The initial term laws, pass any resolution or take any action with the effect of the class I directors shall expire immediately following de-staggering the Company’s first annual meeting Board of stockholders at which Directors, providing for a voting standard in the election of directors are elected following other than plurality voting or providing for the completion establishment of any classes of directors inconsistent with Section 5.1(a). (c) Subject to Section 7.1, each of the IPO. The initial term Sponsors and the Sponsor Affiliated Transferees agrees with the Company, and the GFI Representative and each of the class II directors shall expire immediately following Selling Stockholders agrees with the Company, that such party will not take any action in their capacities as stockholders (including voting their Common Stock, granting proxies, providing written consents or proposing any stockholder proposal), to amend the Company’s second annual meeting Certificate of stockholders at which directors are elected following Incorporation or by-laws or take any action with the completion effect of the IPO. The initial term of the class III directors shall expire immediately following de-staggering the Company’s third annual meeting at which Board of Directors, providing for a voting standard in the election of directors are elected following other than plurality voting or providing for the completion establishment of the IPO. any classes of directors inconsistent with Section 5.1(a). (d) For the avoidance of doubt, this Section 3.1(a5.1(a) is applicable solely to the initial composition of the Board of Directors (the “Initial Board”) and shall have no further force or effect after the 365-Day Unaffiliated Director is appointed initial term with respect to which each director on the Initial Board serves (such director’s “Initial Term”), except that, subject to the Board (except that (i) Certificate of Incorporation, a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 3.1(a) and (ii) the initial terms of each class of directors shall expire as set forth in this Section 3.1(a)5.1(a).