Common use of Designation of Directors Clause in Contracts

Designation of Directors. Following the Closing Date: (i) Apache shall have the right to designate to the Board one (1) director for so long as Apache and its Affiliates Beneficially Own 10% or more of the outstanding Shares (the director designated by Apache, the “Apache Director”); (ii) I Squared shall have the right to designate to the Board (A) two (2) directors for so long as I Squared and its Affiliates Beneficially Own 20% or more of the outstanding Shares and (B) one (1) director for so long as I Squared and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by I Squared, the “I Squared Directors”); and (iii) Blackstone shall have the right to designate to the Board on the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by Blackstone, the “Blackstone Directors”). (iv) Apache shall have the one-time right to designate to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent Director. (v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.

Designation of Directors. Following (a) During the Closing Date: term of this Agreement, the Stockholders will vote all shares of voting capital stock of the Company held by them and will otherwise use their best efforts to cause to be elected to the Board of Directors of the Company eight individuals, of whom (i) Apache so long as the Founders, in the aggregate, own at least 50% of the Common Stock to be owned by them (after giving effect to the sales of Common Stock to be made by them to the Purchasers pursuant to Section 1.01 and Section 1.04 of the Purchase Agreement) (A) three directors (the "Xxxxxxxx Designees") shall be designated by Xxx X. Xxxxxxxx ("Xxxxxxxx"), provided that not more than two of the Xxxxxxxx Designees may be an officer or employee of the Company or any subsidiary thereof, and (B) one director (who shall not be an affiliate of the Stockholders or of the Company) (the "Founders Designee") shall be designated by a majority in interest of the Founders, subject to the consent of the Purchasers, which consent shall not be unreasonably withheld; and (ii) so long as the Purchasers, in the aggregate, own at least 50% of the Common Stock acquired by them on the Initial Closing Date or subsequently acquired by them pursuant to the Purchase Agreement (treating for purposes of such computation each holder of Preferred Stock as the holder of the number of shares of Common Stock at the time issuable upon conversion of such shares), (x) two directors (the "WCAS Designees") shall be designated by Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. ("WCAS VII"), (y) one director (the "Sprout Designee") shall be designated by Sprout Growth II, L.P. ("Sprout"), and (z) one director (who shall not be an affiliate of the Stockholders or of the Company) (the "Purchaser Designee") shall be designated by a majority in interest of the Purchasers, subject to the consent of the Founders, which consent shall not be unreasonably withheld. The Company shall pay all reasonable out-of-pocket expenses incurred by any such individual or individuals in attending meetings of the Company's Board of Directors and committee meetings thereof. (b) Xxxxxxxx, WCAS VII, Sprout, or a majority in interest of the Purchasers or the Founders, as the case may be, may from time to time choose any or all of the persons who are to be Xxxxxxxx Designees, WCAS Designees, the Sprout Designee, the Purchaser Designee or the Founders Designee, as the case may be, and shall have the right to cause the removal or replacement of any of their respective designees. If any designee shall cease to be a member of the Board of Directors of the Company by reason of resignation, death, disability or removal or otherwise, then the party entitled to designate such designee shall designate a successor to such person and the Stockholders will vote all shares of voting capital stock of the Company then held by them and will otherwise use their best efforts to cause such designee to be elected to the Board one (1) director for so long as Apache and its Affiliates Beneficially Own 10% or more of the outstanding Shares (the director designated by Apache, the “Apache Director”); (ii) I Squared shall have the right to designate to the Board (A) two (2) directors for so long as I Squared and its Affiliates Beneficially Own 20% or more of the outstanding Shares and (B) one (1) director for so long as I Squared and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by I Squared, the “I Squared Directors”); and (iii) Blackstone shall have the right to designate to the Board on the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by Blackstone, the “Blackstone Directors”). (iv) Apache shall have the one-time right to designate to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent Director. (v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.

Designation of Directors. Following (a) Subject to Section 2.1.4, upon the Closing DateClosing, the Lockup Parties shall be entitled to designate two (2) directors (such persons designated, each a “New Shareholder Director” and collectively the “New Shareholder Directors”) (who shall be as set out in a written notice to the Company signed by the New Shareholders holdings a majority of the New Shares, subject to the criteria in Section 2.1.4 below), and thereafter, the New Shareholders shall be entitled to continue to designate two (2) directors subject to the terms herein. (b) Notwithstanding anything herein to the contrary, in the event that (a) the Company issues Company Shares in accordance with Section 2.4.1, (b) the New Shareholders exercise the tag-along rights provided in Section 4.1 or (c) the New Shareholders Transfer any Company Shares to the First Offer Holder in accordance with Section 4.4, and, in each case, as a result, the collective percentage of Outstanding Company Shares beneficially owned by the New Shareholders is reduced (other than as a result of an issuance in connection with any equity incentive plan or similar arrangement), the New Shareholders’ right to designate New Shareholder Directors shall be adjusted as follows: (i) Apache shall have the right to designate to the Board one (1) director for so long as Apache and its Affiliates Beneficially Own 10the New Shareholders beneficially own, collectively, at least 20% or more of the outstanding Shares (the director designated by ApacheOutstanding Company Shares, the “Apache Director”)New Shareholders shall be entitled to collectively designate two (2) New Shareholder Directors; (ii) I Squared shall have the right to designate to the Board (A) two (2) directors for so long as I Squared and its Affiliates Beneficially Own 20% or more of the outstanding Shares and (B) one (1) director for so long as I Squared and its Affiliates Beneficially Own New Shareholders beneficially own, collectively, at least 10% or more but less than 20% of the outstanding Shares (the directors designated by I SquaredOutstanding Company Shares, the “I Squared Directors”)New Shareholders shall be entitled to collectively designate one (1) New Shareholder Director; and (iii) Blackstone once the New Shareholders beneficially own, collectively, less than 10% of the Outstanding Company Shares, the New Shareholders shall cease to have the right to designate to the Board on the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by Blackstone, the “Blackstone any New Shareholder Directors”). (ivc) Apache If at any time the number of directors entitled to be designated pursuant to this Section 2.1.2 increases or decreases, the Company shall have the one-time right to designate provide written notice to the Board on the Closing Date two New Shareholders. Within ten (210) directors who qualify as independent under the listing rules Business Days of the National Securities Exchange (each an “Independent Director”); providedreceipt of such notice, that Raptor shall be entitled to reject one such proposed designee andthe New Shareholders holding a majority of New Shares shall, in the event case of such rejectionincreases, Apache shall have provide the right Company with the name of the New Shareholder Director (and any additional information the Company may reasonably request to designate an alternative Independent Director. (vmake the determinations provided in Section 2.1.4) Blackstone shall have the one-time right to designate be designated to the Company Board, Holdings Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, and Limited Board in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Directoraccordance with Sections 2.1.4 and 2.1.

Designation of Directors. Following the Closing Date: (i) Apache The Apollo Group shall have the right to designate to the Board one up to: (1i) director for no fewer than that number of Directors that would constitute a majority of the number of Directors that the Company would have if there were no vacancies on the Board, so long as Apache and its Affiliates Beneficially Own 10the Apollo Group collectively beneficially owns at least 50% or more of the outstanding Shares (voting power of all the director designated by Apacheshares of the Company; provided, that nothing in this Section 8(b)(i) shall be construed to limit the “Apache Director”)right of the Apollo Group to designate a number of such Directors that is less than the number Directors the Apollo Group would be entitled to designate pursuant to applicable law and the Company’s charter and bylaws; (ii) I Squared shall have 4 Directors (consisting of 1 Director designated by Co-Investment Holdings and 1 Director designated by AIF VI and 2 Directors designated by the right to designate to the Board (A) two (2) directors for Sponsor Funds), so long as I Squared and its Affiliates Beneficially Own 20the Apollo Group collectively beneficially owns at least 30% or more of the outstanding Shares voting power of all the shares of the Company but less than 50% of the voting power of all the shares of the Company; (iii) 3 Directors (consisting of 1 Director designated by Co-Investment Holdings, 1 Director designated by AIF VI and (B) one (1) director for 1 Director designated by the Sponsor Funds), so long as I Squared the Apollo Group collectively beneficially owns at least 20% of the voting power of all the shares of the Company but less than 30% of the voting power of all the shares of the Company; or (iv) 2 Directors (consisting of 1 Director designated by Co-Investment Holdings and its Affiliates Beneficially Own 1 Director designated by AIF VI), so long as the Apollo Group collectively beneficially owns at least 10% or more of the voting power of all the shares of the Company but less than 20% of the outstanding Shares (voting power of all the directors shares of the Company. Other than an increase contemplated by the third sentence of Section 8(a), in the event the size of the Board is increased or decreased at any time, the Sponsor Funds’ designation rights under this Section 8(b) shall be proportionately increased or decreased, respectively, rounded up to the nearest whole number. In the event that the size of the Board increases to nine members as contemplated by the third sentence of Section 8(a), the number of Directors designated by I Squared, the “I Squared Directors”); and Sponsor Funds in each of clauses (ii) and (iii) Blackstone of this Section 8(b) shall be increased by one. Furthermore, in the event that within one hundred eighty (180) days of the date of this Agreement, the Board increases its size, the Sponsor Funds shall have the right to designate for election to the Board on Directors to fill such newly created directorships, and if the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by BlackstoneSponsor Funds exercise such right, the “Blackstone Directors”). (iv) Apache Company shall have the one-time right to designate appoint such designees to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent DirectorBoard. (v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.

Designation of Directors. Following the Closing Date: (i) Apache The Apollo Group shall have the right to designate to the Board one up to: (1i) director for no fewer than that number of Directors that would constitute a majority of the number of Directors that the Company would have if there were no vacancies on the Board, so long as Apache and its Affiliates Beneficially Own 10the Apollo Group collectively beneficially owns at least 50% or more of the outstanding Shares (voting power of all the director designated by Apacheshares of the Company; provided, that nothing in this Section 8(b)(i) shall be construed to limit the “Apache Director”)right of the Apollo Group to designate a number of such Directors that is less than the number Directors the Apollo Group would be entitled to designate pursuant to applicable law and the Company's charter and bylaws; (ii) I Squared shall have 4 Directors (consisting of 1 Director designated by Co-Investment Holdings and 1 Director designated by AIF VI and 2 Directors designated by the right to designate to the Board (A) two (2) directors for Sponsor Funds), so long as I Squared and its Affiliates Beneficially Own 20the Apollo Group collectively beneficially owns at least 30% or more of the outstanding Shares voting power of all the shares of the Company but less than 50% of the voting power of all the shares of the Company; (iii) 3 Directors (consisting of 1 Director designated by Co-Investment Holdings, 1 Director designated by AIF VI and (B) one (1) director for 1 Director designated by the Sponsor Funds), so long as I Squared the Apollo Group collectively beneficially owns at least 20% of the voting power of all the shares of the Company but less than 30% of the voting power of all the shares of the Company; or (iv) 2 Directors (consisting of 1 Director designated by Co-Investment Holdings and its Affiliates Beneficially Own 1 Director designated by AIF VI), so long as the Apollo Group collectively beneficially owns at least 10% or more of the voting power of all the shares of the Company but less than 20% of the outstanding Shares (voting power of all the directors shares of the Company. Other than an increase contemplated by the third sentence of Section 8(a), in the event the size of the Board is increased or decreased at any time, the Sponsor Funds' designation rights under this Section 8(b) shall be proportionately increased or decreased, respectively, rounded up to the nearest whole number. In the event that the size of the Board increases to nine members as contemplated by the third sentence of Section 8(a), the number of Directors designated by I Squared, the “I Squared Directors”); and Sponsor Funds in each of clauses (ii) and (iii) Blackstone of this Section 8(b) shall be increased by one. Furthermore, in the event that within one hundred eighty (180) days of the date of this Agreement, the Board increases its size, the Sponsor Funds shall have the right to designate for election to the Board on Directors to fill such newly created directorships, and if the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by BlackstoneSponsor Funds exercise such right, the “Blackstone Directors”). (iv) Apache Company shall have the one-time right to designate appoint such designees to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent DirectorBoard. (v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.