Common use of Election of Board Clause in Contracts

Election of Board. Notwithstanding Section 4, from and after the Effective Time, at each annual or special meeting at which any directors of the Company are to be elected, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder, severally and not jointly, agrees to vote or otherwise give such Stockholder’s consent in respect of all Shares held of record or beneficially owned by such Stockholder, and the Company agrees to take all necessary and desirable actions within its control, in order to cause: 2.1 the authorized number of directors on the Board to be nine (9) directors, or such greater number to which the membership of the Board may be increased in accordance with Section 2 of Article Fifth of the Company Charter, in each case, subject to reduction in accordance with Sections 2.2(a), 2.2(b), 2.2(c) and 2.3(b) herein and Section 3 of Article Fifth of the Company Charter; 2.2 the election to the Board of: (a) one Class L-1 Director designated by the Carlyle Investors (a “Carlyle Designee”), so long as the Carlyle Investors collectively own Shares representing at least five percent (5%) of the Initial Investor Shares owned by the Carlyle Investors; provided, that the Carlyle Investors shall not have the right to designate any Carlyle Designees if the Carlyle Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Carlyle Investors; (b) one Class L-1 Director designated by Xxxx Capital AIV (Loews) II, L.P. (a “Bain Designee”) so long as the Bain Investors collectively own Shares representing at least five percent (5%) of the Initial Investor Shares owned by the Bain Investors; provided, that Xxxx Capital AIV (Loews) II, L.P. shall not have the right to designate any Bain Designees if the Bain Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Bain Investors; provided, further, that the total number of Bain Designees on the Board shall not exceed one (1) at any time; (c) one Class L-1 Director designated by the Spectrum Investors (a “Spectrum Designee”) so long as the Spectrum Investors collectively own Shares representing at least five percent (5%) of the Initial Investor Shares owned by the Spectrum Investors; provided, that the Spectrum Investors shall not have the right to designate any Spectrum Designees if the Spectrum Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Spectrum Investors; (d) one Class L-2 Director designated by a majority of the holders of then outstanding shares of Class L-2 Common Stock (a “Class L-2 Designee”); provided, that the designation of the Class L-2 Designee shall also require the affirmative vote or written consent of each of the Bain Investors and the Carlyle Investors, in each case, for so long as shares of Class L-1 Common Stock held by such Principal Investors represent at least five percent (5%) of the shares of Class L-1 Common Stock held by such Principal Investors immediately following the Effective Time (as may be adjusted for stock splits, stock dividends, recapitalizations, pro-rata sell-downs or similar events); and (e) upon any vacancy in the Board as a result of any Carlyle Designee, Bain Designee, Spectrum Designee or Class L-2 Designee ceasing to be a member of the Board, whether by resignation or otherwise (but not as a result of a Transfer by any of the Carlyle Investors, the Bain Investors or the Spectrum Investors of a number of Shares that results in the Carlyle Investors, the Bain Investors or the Spectrum Investors, as applicable, losing the right to designate a Carlyle Designee, Bain Designee or Spectrum Designee, as applicable, pursuant to Section 2.2(a), Section 2.2(b) or Section 2.2(c), as applicable), a replacement Carlyle Designee, Bain Designee, Spectrum Designee or Class L-2 Designee designated in accordance with Section 2.2(a), Section 2.2(b), Section 2.2(c) or Section 2.2(d), as the case may be. 2.3 the removal (with or without cause) from the Board of: (a) any Carlyle Designee, Bain Designee, Spectrum Designee or Class L-2 Designee upon the written request of the Carlyle Investors, the Bain Investors, the Spectrum Investors or a majority of the holders of then outstanding shares of Class L-2 Common Stock, respectively; provided, that the removal of the Class L-2 Designee shall also require the approval of each of the Bain Investors and the Carlyle Investors, in each case, for so long as shares of Class L-1 Common Stock held by such Principal Investors represent at least five percent (5%) of the shares of Class L-1 Common Stock held by such Principal Investors immediately following the Effective Time (as may be adjusted for stock splits, stock dividends, recapitalizations, pro-rata sell-downs or similar events); and (b) in the event that (i) the Carlyle Investors are no longer entitled to designate a Carlyle Designee pursuant to Section 2.2(a), the Carlyle Designee, (ii) the Bain Investors are no longer entitled to designate a Bain Designee pursuant to Section 2.2(b), the Bain Designee or (iii) the Spectrum Investors are no longer entitled to designate a Spectrum Designee pursuant to Section 2.2(c), the Spectrum Designee; in each case, to the extent that the Carlyle Designee, Bain Designee or Spectrum Designee, as applicable, has not resigned from the Board, it being understood and agreed that in the event of any such loss of entitlement, the Carlyle Investors, Bain Investors or Spectrum Investors, as applicable, shall designate for removal, and use commercially reasonable efforts to cause the removal of, such Carlyle Designee, Bain Designee or Spectrum Designee, as applicable, immediately prior to such loss of entitlement.

Election of Board. Notwithstanding Section 4, from and after the Effective Time, at each annual or special meeting at which any directors of the Company are to be elected, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder, severally and not jointly, agrees to vote or otherwise give such Stockholder’s consent in respect of all Shares held of record or beneficially owned by such Stockholder, and the Company agrees to take all necessary and desirable actions within its control, in order to cause: 2.1 the authorized number of directors on the Board to be nine (9) directors, or such greater number to which the membership of the Board may be increased in accordance with Section 2 of Article Fifth of the Company Charter, in each case, subject to reduction in accordance with Sections 2.2(a), 2.2(b), 2.2(c) and 2.3(b) herein and Section 3 of Article Fifth of the Company Charter; 2.2 the election to the Board of: (a) one that number of Class L-1 Director A-1 Directors designated by the Carlyle JPMP Investors (each, a “Carlyle JPMP Designee”), ) which when added to the number of JPMP Designees who are then directors and will continue to serve as directors without regard to such annual or special meeting or action by written consent equals: (i) two (2) JPMP Designees so long as the Carlyle JPMP Investors collectively own Shares representing at least twenty-five percent (25%) of the Initial Investor Shares owned by the JPMP Investors; or (ii) one (1) JPMP Designee so long as the JPMP Investors collectively own Shares representing at least five percent (5%) but less than twenty-five percent (25%) of the Initial Investor Shares owned by the Carlyle JPMP Investors; provided, that the Carlyle JPMP Investors shall not have the right to designate any Carlyle JPMP Designees if the Carlyle JPMP Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Carlyle JPMP Investors; provided, further, that for as long as either JPMP Selldown or JPMP Global owns any Shares and the JPMP Investors have the right to designate at least one (1) JPMP Designee pursuant to this Section 2.2(a), (x) if the JPMP Investors have the right to designate two JPMP Designees, one such JPMP Designee shall be designated by JPMP Selldown (so long as JPMP Selldown owns Shares) and one such JPMP Designee shall be designated by JPMP Global (so long as JPMP Global owns Shares) and (y) if the JPMP Investors have the right to designate one JPMP Designee, such JPMP Designee shall be designated by JPMP Selldown or, in the event that JPMP Selldown does not own Shares and JPMP Global does own Shares, by JPMP Global; (b) one that number of Class L-1 Director A-1 Directors designated by Xxxx Capital AIV the Apollo Investors (Loews) IIeach, L.P. (a an “Bain Apollo Designee”) which when added to the number of Apollo Designees who are then directors and will continue to serve without regard to such annual or special meeting or action by written consent equals: (i) two (2) Apollo Designees so long as the Bain Apollo Investors collectively own Shares representing at least twenty-five percent (25%) of the Initial Investor Shares owned by the Apollo Investors; or (ii) one (1) Apollo Designee so long as the Apollo Investors collectively own Shares representing at least five percent (5%) but less than twenty-five percent (25%) of the Initial Investor Shares owned by the Bain Apollo Investors; provided, that Xxxx Capital AIV (Loews) II, L.P. the Apollo Investors shall not have the right to designate any Bain Apollo Designees if the Bain Apollo Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Bain Apollo Investors; provided, further, that for as long as Apollo Fund V owns any Shares and the total number of Bain Designees on Apollo Investors have the Board shall not exceed right to designate at least one (1) Apollo Designee pursuant to this Section 2.2(b), at any timeleast one Apollo Designee shall be designated by Apollo Fund V; (c) one Class L-1 Director designated by the Spectrum Investors Chief Executive Officer of the Company (a the “Spectrum DesigneeCEO”) so long as the Spectrum Investors collectively own Shares representing at least five percent (5%) of the Initial Investor Shares owned by the Spectrum Investors; provided, that the Spectrum Investors shall not have the right to designate any Spectrum Designees if the Spectrum Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Spectrum Investors; (d) one Class L-2 Director designated by a majority of the holders of then outstanding shares of Class L-2 Common Stock (a “Class L-2 Designee”); provided, that the designation of the Class L-2 Designee shall also require the affirmative vote or written consent of each of the Bain Investors and the Carlyle Investors, in each case, for so long as shares of Class L-1 Common Stock held by such Principal Investors represent at least five percent (5%) of the shares of Class L-1 Common Stock held by such Principal Investors immediately following the Effective Time (as may be adjusted for stock splits, stock dividends, recapitalizations, pro-rata sell-downs or similar events)A-2 Director; and (ed) upon any vacancy in the Board as a result of any Carlyle Designee, Bain Designee, Spectrum JPMP Designee or Class L-2 Apollo Designee ceasing to be a member of the Board, whether by resignation or otherwise (but not as a result of a Transfer by any of either the Carlyle Investors, the Bain JPMP Investors or the Spectrum Apollo Investors of a number of Shares that results in the Carlyle Investors, the Bain JPMP Investors or the Spectrum Apollo Investors, as applicable, losing the right to designate a Carlyle Designee, Bain JPMP Designee or Spectrum Apollo Designee, as applicable, pursuant to Section 2.2(a), Section 2.2(b) or Section 2.2(c2.2(b), as applicable), a replacement Carlyle Designee, Bain Designee, Spectrum JPMP Designee or Class L-2 Apollo Designee designated in accordance with Section 2.2(a), Section 2.2(b), Section 2.2(c) or Section 2.2(d2.2(b), as the case may be. 2.3 the removal (with or without cause) from the Board of: (a) any Carlyle Designee, Bain Designee, Spectrum Designee or Class L-2 JPMP Designee upon the written request of the Carlyle JPMP Investors, any Apollo Designee upon the Bain Investors, the Spectrum Investors or a majority written request of the holders of then outstanding shares of Class L-2 Common Stock, respectively; provided, that the removal of the Class L-2 Designee shall also require the approval of each of the Bain Apollo Investors and the Carlyle Investors, in each case, for so long individual serving as shares of Class L-1 Common Stock held by the CEO immediately upon such Principal Investors represent at least five percent (5%) of the shares of Class L-1 Common Stock held by such Principal Investors immediately following the Effective Time (individual ceasing to serve as may be adjusted for stock splits, stock dividends, recapitalizations, pro-rata sell-downs or similar events)CEO; and (b) in the event that (i) of any reduction in the Carlyle number of JPMP Designees which the JPMP Investors are no longer entitled to designate a Carlyle Designee pursuant to Section 2.2(a), ) or any reduction in the Carlyle Designee, (ii) number of Apollo Designees which the Bain Apollo Investors are no longer entitled to designate a Bain Designee pursuant to Section 2.2(b), one or more JPMP Designees or Apollo Designees, as applicable, designated by the Bain Designee JPMP Investors or (iii) the Spectrum Investors are no longer entitled to designate a Spectrum Designee pursuant to Section 2.2(c)Apollo Investors, the Spectrum Designee; in each caseas applicable, to the extent that the Carlyle Designee, Bain Designee a sufficient number of JPMP Designees or Spectrum DesigneeApollo Designees, as applicable, has have not resigned from the Board, it being understood and agreed that in the event of any such loss of entitlementreduction, the Carlyle Investors, Bain JPMP Investors or Spectrum Apollo Investors, as applicable, shall designate for removal, and use commercially reasonable efforts to cause the resignation or removal of, such Carlyle Designee, Bain Designee JPMP Designees or Spectrum DesigneeApollo Designees, as applicable, immediately prior to such loss of entitlementreduction.