Common use of Designation of Directors Clause in Contracts

Designation of Directors. At the Effective Time, Parent ------------------------- shall take all actions necessary to cause (a) three (3) designees of the Company (each of whom shall be satisfactory to Parent) to be appointed to its Board of Directors (such person and any subsequent designees thereof, the "Company ------- Designees"), to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and (b) Xxxx X. Xxxx to be appointed a Non-Executive Chairman of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors or any other committee of such Board having the responsibility or power with respect to the granting of employee stock options.

Designation of Directors. At (a) Notwithstanding the Effective Timeprovisions of Sections 2.2 and 2.3 of the Shareholders Agreement, Parent ------------------------- or any other provision contained therein, from and after the Closing (as defined in the Implementation Agreement), the Direct Investors (other than BancAmerica) shall be entitled from time to time to (i) designate additional directors of the Company and (ii) replace any Windward Nominee who resigns, dies, is removed or is unable to serve on the Board for any reason prior to the expiration of his or her term as a director of the Company, or whose term expires (such additional or replacement directors, the "Direct Investor Nominees"), in each case, so that the number of Direct Investor Nominees on the Board shall approximate a percentage of the Board proportionate to the percentage of Common Stock of the Company held directly or indirectly by the Direct Investors (including BancAmerica) and their respective Permitted Transferees and Affiliates. Notwithstanding the provisions of Sections 2.2 and 2.3 of the Shareholders Agreement, or any other provision contained therein, from and after the Closing (as defined in the Implementation Agreement), each of the Shareholders shall vote its shares (and all shares it is entitled to vote by proxy) of Company Stock (to the extent entitled to vote) at each regular or special meeting of the shareholders of the Company called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, and shall take all actions necessary reasonably necessary, to cause (a) three (3) designees ensure the election to the Board of the Direct Investor Nominees, including, if necessary, increasing the size of the Board. To effectuate the provisions of this Section 1.5. the Secretary of the Company, or if there be no Secretary such other officer of the Company as the Board may appoint to fulfill the duties of the Secretary (each of whom shall be satisfactory to Parent) to be appointed to its Board of Directors (such person and any subsequent designees thereof, the "Company ------- DesigneesSecretary"), to serve until their shall not record, and the Company shall not give effect to, any vote or consent contrary to, or inconsistent with, the terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and of this Section 1.5. (b) Xxxx X. Xxxx to be appointed a NonThe Company shall pay the reasonable out-Executive Chairman of-pocket expenses incurred by each director and observer in connection with attending the meetings of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at and any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors or any other committee of such Board having the responsibility or power with respect to the granting of employee stock optionsthereto.

Designation of Directors. At 3.1 On the Effective TimeClosing Date, Parent ------------------------- the Designated Directors shall take all actions necessary be as follows: (i) Xxxx X. Xxxxxx shall be the Designated Director of the Orbimed Purchasers as shown on the signature page of this Deed; (ii) Xxxxx X. Xxxxx shall be the Designated Director of the Sofinnova Purchaser as shown on the signature page of this Deed; (iii) Xxxxx Xxxxx shall be the Designated Director of the Fountain Purchaser as shown on the signature page of this Deed; and (iv) Xxxxxx Xxxxxxxx shall be the Designated Director of the Abingworth Purchasers as shown on the signature page of this Deed. 3.2 The parties acknowledge that although the Lead Investors have not yet specified Designated Directors in accordance with Section 2.2 of this Deed, the Lead Investors reserve the right to cause designate such persons at any time after the date hereof. 3.3 From time to time during the term of this Deed, each Investor who is entitled to specify a Designated Director pursuant to this Deed may, in its sole discretion: (a) three (3) designees of notify the Company and the other Investors in writing of its intention to remove from the Board any of its Designated Directors; or (b) notify the Company and the other Investors in writing of its intention to designate a new Designated Director (whether to replace a prior Designated Director or to fill a vacancy left by its prior Designated Director). 3.4 In the event of such an initiation of a removal or selection of a Designated Director under this Section 3, each of whom other Investor shall be satisfactory to Parent) to be appointed to vote its Board of Directors (such person and any subsequent designees thereofVoting Securities and/or cause its Designated Directors, the "Company ------- Designees")if any, to serve until their terms expire exercise his or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal her voting rights as a director in accordance with Article 111 of the Parent Charter or Parent By-laws Company's Articles of Association (as amended from time to time) as may be necessary to cause: (a) the removal from the Board of the Designated Director so specified for removal; and (b) Xxxx X. Xxxx the election to be appointed a Non-Executive Chairman of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors or any other committee of such Board having the responsibility or power with respect to the granting of employee stock optionsnew Designated Director.

Designation of Directors. At the Effective Time, Parent ------------------------- shall take all actions necessary to cause (a) three (3) designees So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders shall be entitled, from time to time, to select a Person who shall not be an Affiliate of Alexandra and who shall have the right to designate by notice to the Company up to two persons (each the first of whom shall initially be satisfactory to ParentDxxxx Xxxxxxxxx) to be appointed serve from time to its time as members of the Board of Directors, provided, that each of such person(s) designated to serve as a member of the Board of Directors (1) so long as Alexandra holds all or any portion of this Note or any Other Note, is reasonably acceptable to Alexandra and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of Alexandra. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with Alexandra on such person and terms as shall be acceptable to Alexandra pursuant to which such person(s) shall agree not to share or convey any subsequent designees thereofnon-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts to cause the "Company ------- Designees"), election of the person(s) so designated to serve until their terms expire as members of the Board of Directors as promptly as possible. If for any reason under applicable law or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (biv) Xxxx X. Xxxx the Company shall provide to be appointed a Non-Executive Chairman such person(s) copies of Parent's each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on In case any person designated as a member of the Board of Directors pursuant to this Section 3.16 shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.16. (b) In the event that approval of Parent at all times, (B) at any meeting of the stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of required to elect the remaining Company Designees and (Eperson(s) one Company Designee shall be appointed designated to serve as a member of any compensation committee of Parent's the Board of Directors pursuant to this Section 3.16, the Company shall call a meeting of stockholders to be held within 90 days after the date such person(s) is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as Alexandra holds all or any other committee portion of such Board having this Note or any Other Note, the responsibility rights and obligations under this Section 3.16 may not be waived or power with respect to amended without the granting consent of employee stock optionsAlexandra.

Designation of Directors. At the Effective Time, Parent ------------------------- shall take all actions necessary to cause (a) three The initial Holder shall be entitled to elect either to select a Person to serve from time to time as a member of the Board of Directors or to select a Person to be present at all meetings of the Board of Directors as an observer ( the “Observer”), without the Observer having the right to vote on any action taken at such meeting. The initial Holder shall notify the Company of his election within 90 calendar days from the date of this Note and shall provide the Company with the details of the proposed member of the Board of Directors or the Observer, as applicable. The Company shall provide the Observer (3i) designees notice of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (ii) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iii) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors In the event that the initial Holder elects to have a Person to serve from time to time as a member of the Board of Directors, any such Person designated by the Holder to serve as a member of the Board of Directors shall be subject to the prompt completion of a background check by the Company and the consent of the Company (each which shall not be unreasonably withheld The Company shall, from time to time, use its best efforts to cause the election of whom shall the person so designated to serve as a member of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s charter any such designee cannot immediately be satisfactory elected to Parent) the Board of Directors, then until such time as such person is elected to be appointed to its the Board of Directors (such i) the person and any subsequent designees thereof, so designated shall have the "Company ------- Designees"), to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and (b) Xxxx X. Xxxx right to be appointed a Non-Executive Chairman present at all meetings of Parent's the Board of Directors. During the three-year period from and including the Effective Date, but shall not be entitled to vote on any action taken at such meeting, (Aii) Parent the Company shall use its reasonable best efforts provide notice to cause such person of the date, place and time of each such meeting at least three the same period in advance as the shortest such notice provided to any member of the Board of Directors, (3iii) the Company Designees shall provide such person all agendas and other information and materials provided to be on the Board of Directors contemporaneously with the time the Company provides the same to the Board of Parent at Directors and (iv) the Company shall provide to such person copies of each proposed unanimous written consent of the Board of Directors which consent is given to all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors,. In case any person designated as a member of the Board of Directors pursuant to this Section 3.14 shall resign, Parent die, be removed from office or otherwise be unable to serve, the Holder shall cause be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.14. (b) In the event that approval of the stockholders of the Company shall be required to elect the person designated to serve as a member of the Board of Directors pursuant to this Section 3.14, such member shall be nominated for election at the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor next meeting of the Company DesigneesCompany’s stockholders to be held within 90 days after the date such person is so designated, (D) and the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors or any other committee of such Board having shall recommend approval thereof by the responsibility or power with respect to the granting of employee stock optionsCompany’s stockholders.

Designation of Directors. At the Effective Time, Parent ------------------------- shall take all actions necessary to cause (a) three At or prior to the Closing, all pre-Closing directors on the Company Board, the Holdings Board and the Limited Board (3except to the extent that any such director has been appointed pursuant to the provisions of this Section 2.1.2), shall have tendered their resignations from each such Board, effective as of the Closing. (b) designees After the Closing, one (1) director of each of the Company Board, the Holdings Board and the Limited Board shall be the Chief Executive Officer of Travelport Limited (the “CEO Director”). (c) After the Closing, each Principal Shareholder shall be entitled to designate one (1) director to each of whom the Company Board, the Holdings Board and the Limited Board (such persons designated, each a “Principal Shareholder Director” and collectively the “Principal Shareholder Directors”). Immediately following the Closing, the Principal Shareholder Directors shall be satisfactory consist of: (i) Xxxxxx Xxxxx, as the initial Intermediate Director; (ii) Xxxxx Xxxxxx, as the initial AG Director; and (iii) Xxxxx XxXxxxx, as the initial Q Director. (d) The Principal Shareholder Directors shall use reasonable good faith efforts to Parent) to be appointed to its collectively designate the members of the Company Board, the Holdings Board of and the Limited Board, apart from the CEO Director and the Principal Shareholder Directors (such person persons designated, each an “Additional Director” and collectively the “Additional Directors”); provided that if all Principal Shareholders cannot collectively agree on any subsequent designees thereofAdditional Director, such Additional Director shall be designated by any two Principal Shareholders, so long as any remaining Principal Shareholder does not reasonably object to such Additional Director. Immediately following the Closing, the "Additional Directors shall consist of: (i) Xxxxxxx X. Xxxxxxxxx; and (iii) Xxxx Xxxxxx; provided, that, Xxxx Xxxxxx shall resign from each of the Company ------- Designees")Board, the Holdings Board and the Limited Board effective May 15, 2013. (e) In the event that a Principal Shareholder ceases to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier deathbe a Principal Shareholder, resignation or removal in accordance with the Parent Charter or Parent By-laws such Principal Shareholder shall (i) promptly cause its Principal Shareholder Director to resign and (bii) Xxxx X. Xxxx the majority of the directors remaining in office shall decide whether to decrease the size of each of the Company Board, the Holdings Board and the Limited Board, as applicable, and eliminate such vacancy or appoint a replacement director; provided that the consent of the remaining Principal Shareholder Directors shall be required to reduce the size of any such board below five (5) directors. In the event that a Principal Shareholder ceases to be appointed a Non-Executive Chairman Principal Shareholder, such Principal Shareholder will cease to have any rights to designate a Principal Shareholder Director or Additional Director pursuant to this Section 2.1.2. (f) If at any time the number of Parent's Board of Directorsdirectors entitled to be designated pursuant to Section 2.1.2(e) decreases, the Company shall provide written notice to the applicable Principal Shareholder(s). During the three-year period from and including pendency of the Effective Dateappointment, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board election or removal of Directors of Parent at all timesany Principal Shareholder Director, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company DesigneesBoard, the Holdings Board and the Limited Board shall be restricted in taking any action except to the extent that (Ci) such action cannot, in the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor reasonable judgment of the Company DesigneesBoard, (D) the Parent Charter Holdings Board or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's deathLimited Board, resignation as applicable, wait until the designated Principal Shareholder Director is appointed, elected or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed removed as a member of the Company Board, the Holdings Board or the Limited Board, as applicable, or (ii) in the case of the pendency of the appointment or election of any compensation committee Principal Shareholder Director, such Principal Shareholder has failed to designate a replacement in accordance with Section 2.1.2(c) within twenty (20) days of Parent's Board of Directors or any other committee of such Board having the responsibility or power with respect to date that the granting of employee stock optionsvacancy arose.

Designation of Directors. At the Effective Time, Parent ------------------------- shall take all actions necessary to cause (a) three (3) designees of the Company (each of whom shall be satisfactory to Parent) to be appointed to its Board of Directors (such person and any subsequent designees thereof, the "Company ------- Designees"), to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and (b) Xxxx X. Xxxx to be appointed a Non-Executive Chairman of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors or any other committee of such Board having the responsibility or power with respect to the granting of employee stock options.

Designation of Directors. At Each of the Effective TimeShareholders shall vote at any regular or special meeting of Shareholders such number of Shares as may be necessary, Parent ------------------------- or in lieu of any such meeting, shall take all actions necessary give such Shareholder’s written consent with respect to cause such number of Shares as may be necessary, to designate: (a) three as the Sxxxxxx Director, the Board Designee nominated by the Sxxxxxx Investments. (3b) designees of as the Company (each Crescent Director, the Board Designee nominated by the Crescent Investors, the initial Board Designee of whom shall be satisfactory to ParentDxxxx Xxxx; (c) to be appointed to its Board of Directors (such person and any subsequent designees thereofas GGV Director, the "Company ------- Designees")Board Designee nominated by the GGV Investors, to serve until their terms expire or until their successors have --------- been duly elected or appointed the initial Board Designee of whom shall be Hxxx Xxxxx Nada; (d) as IDG Director, the Board Designee nominated by the IDG Investors, the initial Board Designee of whom shall be Zhang Suyang; (e) as the two (2) Ordinary Share Directors, the Board Designees nominated by the holders of a majority of the then outstanding Ordinary Shares, the initial Board Designees of whom shall be Wxxx Xxx and qualified or until their earlier deathLxx Yxxx Xxxx; and (f) as the Independent Director, resignation or removal in accordance with the Parent Charter or Parent By-laws Board Designee (i) nominated by the holders of a majority of the then outstanding Ordinary Shares and (b) Xxxx X. Xxxx to be appointed approved by a Non-Executive Chairman majority of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, or (Cii) nominated by the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned Sxxxxxx Investments and approved by it in favor a majority of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors of the Company. The parties hereby undertake to take all actions necessary or any other committee of such Board having desirable in order to timely effectuate the responsibility or power with respect change to the granting director designation mechanism pursuant to this Section 3, including without limitation making further amendments to and file and register the Amended Memorandum with the Registry of employee stock optionsCorporate Affairs of the British Virgin Islands.

Designation of Directors. At So long as the Effective TimePreferred Stock remains outstanding, Parent ------------------------- shall take all actions necessary to cause (a) three (3) designees the holders of the Company (each of whom Preferred Stock shall be satisfactory have the right to Parent) select two representatives to be appointed elected to its Board the Company's board of Directors (such person directors, and any subsequent designees thereof, the "Company ------- Designees"), to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and (b) Xxxx X. Xxxx to be appointed a Non-Executive Chairman of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause such representatives to be nominated for election to the Company Designees, (C) board of directors and solicit proxies from the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it Company's stockholders in favor of the election of such representatives. Such representatives shall initially be Dana O'Brien and Martha Robixxxx. Xxxxxxsers xxx xx xxx xxxxre select an industry executive reasonably acceptable to the remaining members of the Company's board of directors or any employee, partner, adviser or manager of Purchaser or its general partner as representatives to be elected to the Company's board of directors. The Company Designees, shall use its best efforts to cause such representatives to be elected to the board of directors (Dincluding voting all unrestricted proxies in favor of such representatives) and shall not take any action which would diminish the Parent Charter or prospects of such representatives being elected to the Parent By-Laws board of directors. The Company shall provide that enter into indemnity agreements with any vacancies created directors selected by any Company Designee upon such Company Designee's death, resignation or removal Purchaser that are not filled pursuant similar in form and substance to a Parent stockholder vote those that the Company has entered into with its other directors. The Company shall use its best efforts to cause the appointment of at least one such representative to be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of the Compensation Committee and the Audit Committee of the Company's board of directors. All reasonable out-of-pocket expenses of each board member incurred in connection with attending regular and special board meetings and any meeting of any board committee shall be paid by the Company. The board representatives designated hereunder or elected by the holders of the Preferred Stock shall be entitled to fees and other compensation committee paid to board members who are not employees of Parent's Board of Directors the Company or any other committee of such Board having the responsibility or power with respect to the granting of employee stock optionsits Subsidiaries.

Designation of Directors. At So long as the Effective TimePreferred Stock remains outstanding, Parent ------------------------- shall take all actions necessary to cause (a) three (3) designees the holders of the Company (each of whom Preferred Stock shall be satisfactory have the right to Parent) select two representatives to be appointed elected to its Board the Company's board of Directors (such person directors, and any subsequent designees thereof, the "Company ------- Designees"), to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and (b) Xxxx X. Xxxx to be appointed a Non-Executive Chairman of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause such representatives to be nominated for election to the Company Designees, (C) board of directors and solicit proxies from the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it Company's stockholders in favor of the election of such representatives. Such representatives shall initially be Xxxx X'Xxxxx and Xxxxxx Xxxxxxxx. Purchasers may in the future select an industry executive reasonably acceptable to the remaining members of the Company's board of directors or any employee, partner, adviser or manager of Purchaser or its general partner as representatives to be elected to the Company's board of directors. The Company Designees, shall use its best efforts to cause such representatives to be elected to the board of directors (Dincluding voting all unrestricted proxies in favor of such representatives) and shall not take any action which would diminish the Parent Charter or prospects of such representatives being elected to the Parent By-Laws board of directors. The Company shall provide that enter into indemnity agreements with any vacancies created directors selected by any Company Designee upon such Company Designee's death, resignation or removal Purchaser that are not filled pursuant similar in form and substance to a Parent stockholder vote those that the Company has entered into with its other directors. The Company shall use its best efforts to cause the appointment of at least one such representative to be filled by a nominee of the remaining Company Designees and (E) one Company Designee shall be appointed as a member of the Compensation Committee and the Audit Committee of the Company's board of directors. All reasonable out-of-pocket expenses of each board member incurred in connection with attending regular and special board meetings and any meeting of any board committee shall be paid by the Company. The board representatives designated hereunder or elected by the holders of the Preferred Stock shall be entitled to fees and other compensation committee paid to board members who are not employees of Parent's Board of Directors the Company or any other committee of such Board having the responsibility or power with respect to the granting of employee stock optionsits Subsidiaries.

Designation of Directors. At the Effective Time, Parent ------------------------- shall take all actions necessary to cause (a) three So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders shall be entitled, from time to time, to select a Person who shall not be an Affiliate of Alexandra and who shall have the right to designate by notice to the Company up to two persons (3) designees the first of whom, subject to his completion of the Company (D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, shall initially be Radu Auf Der Hyde) to serve from time to time as members of the Board of Directors, provided, that each of whom shall be satisfactory such person(s) designated to Parent) to be appointed to its serve as a member of the Board of Directors (1) so long as Alexandra holds all or any portion of this Note or any Other Note, is reasonably acceptable to Alexandra and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of Alexandra. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with Alexandra on such person and terms as shall be acceptable to Alexandra pursuant to which such person(s) shall agree not to share or convey any subsequent designees thereofnon-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts to cause the "Company ------- Designees"), election of the person(s) so designated to serve until their terms expire as members of the Board of Directors as promptly as possible. If for any reason under applicable law or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (biv) Xxxx X. Xxxx the Company shall provide to be appointed a Non-Executive Chairman such person(s) copies of Parent's each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be on In case any person designated as a member of the Board of Directors pursuant to this Section 3.16shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.16. (b) In the event that approval of Parent at all times, (B) at any meeting of the stockholders for the purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of required to elect the remaining Company Designees and (Eperson(s) one Company Designee shall be appointed designated to serve as a member of any compensation committee of Parent's the Board of Directors pursuant to this Section 3.16, the Company shall call a meeting of stockholders to be held within 90 days after the date such person(s) is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as Alexandra holds all or any other committee portion of such Board having this Note or any Other Note, the responsibility rights and obligations under this Section 3.16 may not be waived or power with respect to amended without the granting consent of employee stock optionsAlexandra.