Common use of Election and Appointment Clause in Contracts

Election and Appointment. The Company agrees, until a Governance Rights Termination Event: (a) to appoint the Investor Designee as a Director on the Closing Date; (b) to include the Investor Designee in its slate of nominees for election as a Director at each annual or special meeting of stockholders of the Company at which Directors are to be elected and at which the seat held by the Investor Designee is subject to election (such annual or special meetings, the “Election Meetings”); (c) to use commercially reasonable efforts to cause the election of the Investor Designee to the Board of Directors at each of the Election Meetings (including recommending that the Company’s stockholders vote in favor of the election of the Investor Designee and otherwise supporting the Investor Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees); (d) if the Investor Designee is not elected to the Board of Directors at any Annual Meeting, or becomes unable to serve for any reason or is removed during the course of his term as Director, the Company will promptly appoint the Replacement of such Investor Designee to the Board of Directors to serve until the following Election Meeting; (e) if the Investor Designee (i) is unable to serve as a nominee for election as Director or to serve as a Director, for any reason, or (ii) is removed or fails to be elected at an Election Meeting, Apax Europe VI-A, L.P. shall have the right to submit the name of a replacement (the “Replacement”) to the Company for its approval (such determination to be made in the sole discretion of the Company acting in good faith and consistent with the Company’s nominating and governance practices in effect from time to time) and who shall serve as the nominee for election as Director or serve as Director in accordance with the terms of this Section 2.1(e). If the proposed Replacement is not approved by the Company, Apax Europe VI-A, L.P. shall have the right to submit another proposed Replacement to the Company for its approval on the same basis as set forth in the immediately preceding sentence. Apax Europe VI-A, L.P. shall have the right to continue submitting the name of a proposed Replacement to the Company for its approval until the Company approves that such Replacement may serve as a nominee for election as Director or to serve as a Director whereupon such person is appointed as the Replacement. An Investor Designee shall, at the time of nomination and at all times thereafter until such individual’s service on the Board of Directors ceases, (i) meet any applicable requirements or qualifications under applicable Law, stock exchange rules or applicable corporate governance policies or guidelines (consistently applied) to be a member of the Board of Directors and (ii) prior to being nominated, agree to comply with the requirements of Section 2.4 hereof. The Company acknowledges that, as of the date of this Agreement, to the company’s knowledge, each of Mxxxxxx Xxxxxxxx and Cxxxxxxxx Xxxxx meet the standards set forth above.

Election and Appointment. The Company agrees, until a Governance Rights Termination Event: (a) to appoint the Investor Designee as a Director on the Closing Date; (b) to include the Investor Designee in its slate of nominees for election as a Director at each annual or special meeting of stockholders of the Company at which Directors are to be elected and at which the seat held by the Investor Designee is subject to election (such annual or special meetings, the “Election Meetings”); (c) to use commercially reasonable efforts to cause the election of the Investor Designee to the Board of Directors at each of the Election Meetings (including recommending that the Company’s stockholders vote in favor of the election of the Investor Designee and otherwise supporting the Investor Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees); (d) if the Investor Designee is not elected to the Board of Directors at any Annual Meeting, or becomes unable to serve for any reason or is removed during the course of his term as Director, the Company will promptly appoint the Replacement of such Investor Designee to the Board of Directors to serve until the following Election Meeting; (e) if the Investor Designee (i) is unable to serve as a nominee for election as Director or to serve as a Director, for any reason, or (ii) is removed or fails to be elected at an Election Meeting, Apax Europe VI-A, L.P. shall have the right to submit the name of a replacement (the “Replacement”) to the Company for its approval (such determination to be made in the sole discretion of the Company acting in good faith and consistent with the Company’s nominating and governance practices in effect from time to time) and who shall serve as the nominee for election as Director or serve as Director in accordance with the terms of this Section 2.1(e). If the proposed Replacement is not approved by the Company, Apax Europe VI-A, L.P. shall have the right to submit another proposed Replacement to the Company for its approval on the same basis as set forth in the immediately preceding sentence. Apax Europe VI-A, L.P. shall have the right to continue submitting the name of a proposed Replacement to the Company for its approval until the Company approves that such Replacement may serve as a nominee for election as Director or to serve as a Director whereupon such person is appointed as the Replacement. An Investor Designee shall, at the time of nomination and at all times thereafter until such individual’s service on the Board of Directors ceases, (i) meet any applicable requirements or qualifications under applicable Law, stock exchange rules or applicable corporate governance policies or guidelines (consistently applied) to be a member of the Board of Directors and (ii) prior to being nominated, agree to comply with the requirements of Section 2.4 hereof. The Company acknowledges that, as of the date of this Agreement, to the company’s knowledge, each of Mxxxxxx Xxxxxxx Xxxxxxxx and Cxxxxxxxx Xxxxxxxxx Xxxxx meet the standards set forth above.

Election and Appointment. The Company agrees, until a Governance Rights Termination Event: (a) to appoint the Investor Designee as a Director on the Closing Date; (b) to include the Investor Designee in its slate of nominees for election as a Director at each annual or special meeting of stockholders of the Company at which Directors are to be elected and at which the seat held by the Investor Designee is subject to election (such annual or special meetings, the “Election Meetings”); (c) to use commercially reasonable efforts to cause the election of the Investor Designee to the Board of Directors at each of the Election Meetings (including recommending that the Company’s stockholders vote in favor of the election of the Investor Designee and otherwise supporting the Investor Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees); (d) if the Investor Designee is not elected to the Board of Directors at any Annual Meeting, or becomes unable to serve for any reason or is removed during the course of his term as Director, the Company will promptly appoint the Replacement of such Investor Designee to the Board of Directors to serve until the following Election Meeting; (e) if the Investor Designee (i) is unable to serve as a nominee for election as Director or to serve as a Director, for any reason, or (ii) is removed or fails to be elected at an Election Meeting, Apax Europe VI-A, L.P. the Investors shall have the right to submit the name of a replacement (the “Replacement”) to the Company for its approval (such determination to be made in the sole discretion of the Company acting in good faith and consistent with the Company’s nominating and governance practices in effect from time to time) and who shall serve as the nominee for election as Director or serve as Director in accordance with the terms of this Section 2.1(e). If the proposed Replacement replacement is not approved by the Company, Apax Europe VI-A, L.P. the Investors shall have the right to submit another proposed Replacement to the Company for its approval on the same basis as set forth in the immediately preceding sentence. Apax Europe VI-A, L.P. The Investors shall have the right to continue submitting the name of a proposed Replacement to the Company for its approval until the Company approves that such Replacement may serve as a nominee for election as Director or to serve as a Director whereupon such person is appointed as the Replacement. An Investor Designee shall, at the time of nomination and at all times thereafter until such individual’s service on the Board of Directors ceases, (i) meet any applicable requirements or qualifications under applicable Law, Law or stock exchange rules or applicable corporate governance policies or guidelines (consistently applied) to be a member of the Board of Directors and (ii) prior to being nominated, agree to comply with the requirements of Section 2.4 2.3 hereof. The Company acknowledges that, as of the date of this Agreement, to the company’s knowledge, each of Mxxxxxx Xxxxxxxx and Cxxxxxxxx Xxxxx meet the standards set forth above.

Election and Appointment. The Company agrees, until a Governance Rights Termination Eventsuch time as the aggregate Beneficial Ownership of the Holder and all Affiliate Transferees first falls below five percent (5%) of the Company’s outstanding Common Stock: (a) to appoint the Investor Holder Designee as a Director director of the Board (“Director”) on the Closing Date; (b) to include the Investor Holder Designee in its slate of nominees for election as a Director at each annual or special meeting of stockholders shareholders of the Company at which Directors are to be elected and at which the seat held by the Investor Holder Designee is subject to election (such annual or special meetings, the “Election Meetings”); (c) to use commercially reasonable efforts to cause the election of the Investor Holder Designee to the Board of Directors at each of the Election Meetings (including recommending that the Company’s stockholders shareholders vote in favor of the election of the Investor Holder Designee and otherwise supporting the Investor Holder Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees); (d) if the Investor Holder Designee is not elected to the Board of Directors at any Annual Meetingannual meeting, or becomes unable to serve for any reason or is removed during the course of his term as Director, the Company will promptly promptly, subject to Section 4.1(e) below, appoint the Replacement replacement of such Investor Holder Designee to the Board of Directors to serve until the following Election Meeting; (e) if the Investor Holder Designee (i) is unable to serve as a nominee for election as Director or to serve as a Director, for any reason, or (ii) is removed or fails to be elected at an Election Meeting, Apax Europe VI-A, L.P. the Holder shall have the right to submit the name of a replacement (the “Replacement”) to the Company for its approval (such determination to be made in the sole reasonable discretion of the Company acting in good faith and consistent with the Company’s nominating and governance practices in effect from time to time) and who shall serve as the nominee for election as Director or serve as Director in accordance with the terms of this Section 2.1(e4.1(e). If the proposed Replacement is not approved by the Company, Apax Europe VI-A, L.P. the Holder shall have the right to submit another proposed Replacement to the Company for its approval on the same basis as set forth in the immediately preceding sentence. Apax Europe VI-A, L.P. The Holder shall have the right to continue submitting the name of a proposed Replacement to the Company for its approval until the Company approves that such Replacement may serve as a nominee for election as Director or to serve as a Director whereupon such person is appointed as in accordance with the Replacement. An Investor terms of this Section 4.1(e); and (f) the Company shall indemnify, or provide for the indemnification of, the Holder Designee shall, at and provide the time of nomination Holder Designee with director and at all times thereafter until such individual’s service on officer insurance to the Board of Directors ceases, (i) meet any applicable requirements or qualifications under applicable Law, stock exchange rules or applicable corporate governance policies or guidelines (consistently applied) to be a member same extent it indemnifies and provides insurance for the non-executive members of the Board and also provide fees and expense reimbursement to the Holder Designee to the same extent it provides fees and expense reimbursement to the non-executive members of Directors and (ii) prior to being nominated, agree to comply with the requirements of Section 2.4 hereofBoard. The Company acknowledges that, as and agrees that such obligation to indemnify the Holder Designee shall be the primary source of indemnification and recovery of such Holder Designee in connection therewith and any obligation on the part of the date Holder or any of this Agreement, its Affiliates to indemnify such Holder Designee or any recovery such Holder Designee may have under any director and officer insurance maintained by the company’s knowledge, each Holder or any of Mxxxxxx Xxxxxxxx and Cxxxxxxxx Xxxxx meet the standards set forth aboveits Affiliates shall be secondary.