Common use of Designation of Directors Clause in Contracts

Designation of Directors. Each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, so as to elect as the members of the Board: (a) (i) a total of three (3) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least two-thirds of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock; or (iii) one (1) director designated by the Ares Significant Investor for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Ares and its Affiliates upon the Closing; (b) (i) a total of three (3) directors designated by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as such Xxxxx Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least two-thirds of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as such Xxxxx Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing and (B) at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock; or (iii) one (1) director designated by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as such Xxxxx Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing; (c) one Independent Director designated by the Board with Requisite Board Approval; provided, that such Independent Director shall be Xx. Xxxx Xxxxxxx until Xx. Xxxxxxx’x successor is duly elected and qualified, or until Xx. Xxxxxxx’x death, or until Xx. Xxxxxxx’x earlier disqualification, resignation, retirement or removal; (d) one Independent Director designated (i) by the Ares Significant Investor for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least one-third of the total number of Shares owned by Ares and its Affiliates upon the Closing or (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock and (ii) thereafter, by the Board with Requisite Board Approval; (e) one Independent Director designated (i) by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as the Xxxxx Significant Investor and the PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least one-third of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing or (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock and (ii) thereafter, by the Board with Requisite Board Approval; and (f) the individual who holds the position of Chief Executive Officer of the Company from time to time. Each of the members of the Board elected pursuant to this Section 2.1.2 (other than the members of the Board elected pursuant to clauses (c) or (f) hereof) is referred to herein as a “Significant Investor Director.” The PEP Significant Investor and the Xxxxx Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) shall inform the Company with respect to directors that from time to time are designated pursuant to clauses (b) or (e) hereof whether such director shall be referred to herein as a “PEP Director” or an “Xxxxx Director.” Any director designated by the Ares Significant Investor pursuant to clauses (a) or (d) hereof shall be referred to herein as an “Ares Director.”

Designation of Directors. Each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, so as to elect as the members of the Board: (a) (i) a total of three (3) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least two-thirds of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Ares Significant Investor for so long as such Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Ares and its Affiliates upon the Closing and (B) at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock; or (iii) one (1) director designated by the Ares Significant Investor for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Ares and its Affiliates upon the Closing; (b) (i) a total of three (3) directors designated by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as such Xxxxx Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least two-thirds of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing and (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock; or (ii) a total of two (2) directors designated by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as such Xxxxx Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least fifty percent (50%) of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing and (B) at least seven and one-half percent (7.5%) of the then outstanding shares of Common Stock; or (iii) one (1) director designated by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as such Xxxxx Significant Investor and such PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing at least twenty-five percent (25%) of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing; (c) one Independent Director designated by the Board with Requisite Board Approval; provided, provided that such Independent Director shall be Xx. Xxxx Xxxxxxx until Xx. Xxxxxxx’x successor is duly elected and qualified, or until Xx. Xxxxxxx’x death, or until Xx. Xxxxxxx’x earlier disqualification, resignation, retirement or removal; (d) one Independent Director designated (i) by the Ares Significant Investor for so long as the Ares Significant Investor, together with its Affiliates, continues to own Shares representing (A) at least one-third of the total number of Shares owned by Ares and its Affiliates upon the Closing or (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock and (ii) thereafter, by the Board with Requisite Board Approval; (e) one Independent Director designated (i) by the Xxxxx Significant Investor and the PEP Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) for so long as the Xxxxx Significant Investor and the PEP Significant Investor, together with their respective Affiliates, collectively continue to own Shares representing (A) at least one-third of the total number of Shares owned by Xxxxx, PEP and their respective Affiliates upon the Closing or (B) at least fifteen percent (15%) of the then outstanding shares of Common Stock and (ii) thereafter, by the Board with Requisite Board Approval; and; (f) the individual who holds the position of Chief Executive Officer of the Company from time to time; and (g) one Independent Director designated by the Board with Requisite Board Approval; provided that such Independent Director shall be Mr. G. Xxxx Xxxxxx until Xx. Xxxxxx’x successor is duly elected and qualified, or until Xx. Xxxxxx’x death, or until Xx. Xxxxxx’x earlier disqualification, resignation, retirement or removal; provided further that no individual shall be designated pursuant to this clause (g) if the members of the Board designated pursuant to the other clauses of this Section 2.1.2 include the minimum number of individuals who would satisfy the applicable director independence requirements as is necessary for the continued listing of the Common Stock on the New York Stock Exchange, American Stock Exchange or such other national securities exchange or market on which the Common Stock is then listed, including a sufficient number of directors to comprise the requisite committees of the Board in accordance with Rule 10A-3 under the Exchange Act and any other applicable law or any rule or regulation of any national securities exchange or market or national securities association that is then applicable to the Company. Each of the members of the Board elected pursuant to this Section 2.1.2 (other than the members of the Board elected pursuant to clauses (c), (f) or (fg) hereof) is referred to herein as a “Significant Investor Director.” The PEP Significant Investor and the Xxxxx Significant Investor (by action of the holders of a majority of the Shares owned by the Xxxxx Significant Investor and the PEP Significant Investor) shall inform the Company with respect to directors that from time to time are designated pursuant to clauses (b) or (e) hereof whether such director shall be referred to herein as a “PEP Director” or an “Xxxxx Director.” Any director designated by the Ares Significant Investor pursuant to clauses (a) or (d) hereof shall be referred to herein as an “Ares Director.”