Common use of Election of Directors; Number and Composition Clause in Contracts

Election of Directors; Number and Composition. (a) Each Shareholder shall vote its Shares at any Shareholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the entire Board of Directors shall consist of five (5) directors. (b) Each Shareholder shall vote its Shares at any Shareholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and take all other actions necessary to ensure the election to the Board of Directors of the following individuals: (i) the Chief Executive Officer of the Company; (ii) for so long as the General Atlantic Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original GA Shares”), two (2) individuals designated by the General Atlantic Shareholders (each, a “General Atlantic Director”); provided that, at such time when the General Atlantic Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original GA Shares owned by them as of the date hereof, one (1) General Atlantic Director; and (iii) for so long as the CK/DLC Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original CK/DLC Shares”), two (2) individuals designated by the CK/DLC Shareholders (each, a “CK/DLC Director”); provided that, at such time when the CK/DLC Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original CK/DLC Shares, one (1) CK/DLC Director. (c) Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, each Shareholder acknowledges and agrees that the size and composition of the Board of Directors shall remain the same as that existing prior to the consummation of the Merger and the foregoing provisions of this Section 6.3 shall not become effective, unless and until such time that a General Atlantic Shareholder or a CK/DLC Shareholder requests in writing, which notice shall (x) specify that such General Atlantic Shareholder or CK/DLC Shareholder is causing Section 6.3(a) and 6.3(b) to be effectuated pursuant to the terms hereof and (y) be sent to all other Shareholders and the Company.

Election of Directors; Number and Composition. (a) Each Shareholder Stockholder --------------------------------------------- shall vote its or his Shares at any Shareholders Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall consist of be not less than four (4) nor greater than five (5) directors. (b) Each Shareholder ); provided, however, -------- ------- that each Stockholder shall vote its or his Shares at any Shareholders Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that such number shall be increased to not less than seven (7) as soon as possible after the IPO Effectiveness Date. Each Stockholder shall vote its or his shares at any Stockholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and to take all other actions necessary to ensure the election to the Board of Directors of (a) two (2) individuals designated by the following individuals: Major Stockholders (iwho initially shall be Xxxxxxx Xxxxxxxxxx and Xxx Xxxxx) the Chief Executive Officer of the Company; (ii) for so long as the General Atlantic Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Sharescollectively, the “Aggregate Original GA Shares”), "Major Stockholder Directors") and --------------------------- (b) two (2) individuals designated by the General Atlantic Shareholders Stockholders (eachwho initially shall be Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxxx) (collectively, a “the "General Atlantic Director”Directors"); provided thatprovided, at such time when however, that upon the General Atlantic Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) request of the Aggregate Original GA Shares owned by them as of the date hereof, one (1) General Atlantic Director; and (iii) for so long as the CK/DLC Shareholders collectively own at least ninety-five percent (95%) --------------------------- -------- ------- Major Stockholders holding a majority of the Shares owned then held by them set forth on Schedule I hereto (all Major Stockholders, each Stockholder shall vote its or his Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary, as soon as possible after receipt of such request, to increase the number of Shares, the “Aggregate Original CK/DLC Shares”Major Stockholder Directors to three (3), two (2) individuals designated by the CK/DLC Shareholders (each, a “CK/DLC Director”); provided that, at such time when the CK/DLC Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original CK/DLC Shares, one (1) CK/DLC Director. (c) Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, each Shareholder acknowledges and agrees that the size and composition of the Board of Directors shall remain the same as that existing prior to the consummation of the Merger and the foregoing provisions of this Section 6.3 shall not become effective, unless and until such time that a General Atlantic Shareholder or a CK/DLC Shareholder requests in writing, which notice shall (x) specify that such General Atlantic Shareholder or CK/DLC Shareholder is causing Section 6.3(a) and 6.3(b) to be effectuated pursuant to the terms hereof and (y) be sent to all other Shareholders and the Company.

Election of Directors; Number and Composition. (a) Each Shareholder shall vote its Shares at any Shareholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall consist of five not exceed nine (5) directors9). (b) Each Shareholder shall vote its Shares at any Shareholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and take all other actions necessary to ensure the election to the Board of Directors of the following individualsof: (i) the Chief Executive Officer two individuals designated by SCS (for so long as SCS and its Permitted Transferees hold in aggregate at least 10% of the Companyoutstanding Equity Shares) and one individual designated by SCS (for so long as SCS and its Permitted Transferees hold in aggregate at least 5% of the outstanding Equity Shares (the "SCS DIRECTORS"); (ii) two individuals designated by each of the following, comprising 4 in aggregate, (for so long as the General Atlantic Shareholders collectively own that Shareholder and its Permitted Transferees hold in aggregate at least ninety-five percent (95%) 10% of the Shares owned by them set forth on Schedule I hereto (such number of outstanding Equity Shares, the “Aggregate Original GA Shares”), two (2) individuals and one individual designated by the General Atlantic Shareholders (each, a “General Atlantic Director”); provided that, at such time when the General Atlantic Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) each of the Aggregate Original GA Shares owned by them following (for so long as that Shareholder and its Permitted Transferees hold in aggregate at least 5% of the date hereof, one outstanding Equity Shares): (1) General Atlantic DirectorVentureTech (the "VENTURETECH DIRECTORS"); and (2) the SAIF Shareholders (the "SAIF DIRECTORS"); (iii) Zone individual designated by SARF (for so long as SARF is entitled to appoint one Director pursuant to the CK/DLC Shareholders collectively own at least ninety-five percent SARF Stockholder Agreement) (95%the "SARF DIRECTOR"); (iv) one individual appointed as the Managing Director on the Board pursuant to a resolution of the Shares owned by them set forth on Schedule I hereto shareholders of the Company, such individual to be a senior executive of the Company who is not a Related Person of SCS (such the "MANAGING DIRECTOR"); and (v) the remaining Directors required to increase the number of Shares, Directors to nine (9) or to comply with Section 7.3(f) shall be suitably skilled independent Directors qualifying as independent directors under Indian and United States Requirements of Law who shall initially be Mr. S. Srinivasan and Mr. Chowdry (or such other individuals as the “Aggregate Original CK/DLC Shares”Sharxxxxxxxx xxxxx agree) xxxxx xxxx time as VentureTech is entitled to appoint two Directors under Section 7.3(b)(ii)(1), two (2) individuals designated by the CK/DLC Shareholders (each, a “CK/DLC Director”); provided that, at . Thereafter such time when the CK/DLC Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original CK/DLC Shares, one independent Directors shall be appointed as follows: (1) CK/DLC Director. (c) Notwithstanding anything each of SCS, SAIF, VentureTech and the chief executive officer of the Company may nominate up to the contrary in the foregoing or elsewhere in this Agreement2 individuals each and, each Shareholder acknowledges and agrees that the size and composition of if requested by the Board of Directors the Company shall remain retain an executive search firm appointed in accordance with a resolution of the same as that existing prior Board and such search firm shall be instructed to provide a list of independent Directors to be so appointed or nominated by the Board. (2) All relevant information regarding the individuals identified by any executive search firm shall be provided to the consummation Board together with information regarding such other suitable potential Directors as the chief executive officer of the Merger and Company shall identify. (3) The Board shall by majority vote of the foregoing provisions of this Section 6.3 shall not become effective, unless and until such time that a General Atlantic Shareholder or a CK/DLC Shareholder requests in writing, which notice shall 8 Directors appointed under paragraph (x) specify that such General Atlantic Shareholder or CK/DLC Shareholder is causing Section 6.3(a) and 6.3(bb)(i) to (iv) appoint the independent Directors from amongst those nominated on the list provided under paragraph (1) and, if such majority cannot be effectuated pursuant obtained in respect of a sufficient number of Directors, then information regarding further potential individuals shall be submitted to the terms hereof and Board in accordance with paragraph (y1) be sent to all other Shareholders and the Companyuntil a sufficient number of independent Directors are so approved.

Election of Directors; Number and Composition. (a) Each Shareholder shall vote its Shares at any Shareholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall consist of five (5) directorsbe seven. (b) Each Shareholder shall vote its Shares at any Shareholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and take all other actions necessary to ensure the election to the Board of Directors of the following individuals: (i) the Chief Executive Officer of the Company; and (ii) for so long as two individuals designated by the General Atlantic Preferred Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original GA SharesPreferred Shareholder Directors”), two (2) individuals provided that at least one Preferred Shareholder Director shall be designated by the General Atlantic Shareholders (each, a the “General Atlantic Director”); provided thathowever, at such time when that (x) the General Atlantic Shareholders’ right, and the Shareholders obligation, to elect or designate a General Atlantic Director shall only apply so long as the General Atlantic Shareholders collectively own less than ninety-five percent hold at least 70,745,283 Series A Preferred Shares or 70,745,283 Ordinary Shares (95%as adjusted for any share splits, share dividends, share combinations, reclassifications and recapitalizations affecting the Series A Preferred Shares or the Ordinary Shares, as the case may be) but not less than fifty percent and (50%y) of the Aggregate Original GA Shares minimum share ownership threshold which must be owned by them as of the date hereof, one (1) Preferred Shareholders in order to designate the Preferred Shareholder Director other than the General Atlantic Director; and (iii) for so long as the CK/DLC Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original CK/DLC Shares”), two (2) individuals designated Director shall be agreed upon by the CK/DLC Company and the General Atlantic Shareholders (each, a “CK/DLC Director”); provided that, at the time that such time when the CK/DLC Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original CK/DLC Shares, one (1) CK/DLC DirectorPreferred Shareholder Director is designated. (c) Notwithstanding anything to No later than December 31, 2005, the contrary in the foregoing or elsewhere in this Agreement, each Shareholder acknowledges and agrees that the size and composition of the Board of Directors shall remain the same as that existing prior be changed so that, subject to the consummation requirements set forth in clauses (i) and (ii) of Section 6.3(b) above, a majority of the Merger and members of the foregoing provisions Board of Directors shall be comprised of “independent directors”. For purposes of this Section 6.3 6.3(c), “independent directors” shall not become effectivehave the meaning ascribed to it or interpreted in accordance with Rule 4200 of the listing rules of The Nasdaq Stock Market, unless Inc. (d) In addition, the Company shall, and until such time that a each Shareholder shall cause the Board of Directors to, cause each committee of the Board of Directors to include the General Atlantic Shareholder Director, whether elected pursuant to this Agreement or a CK/DLC Shareholder requests in writing, which notice shall (x) specify that such by virtue of the rights of the General Atlantic Shareholder or CK/DLC Shareholder is causing Section 6.3(a) and 6.3(b) to be effectuated pursuant to the terms hereof and (y) be sent to all other Shareholders and the Companyas holders of Series A Preferred Shares.

Election of Directors; Number and Composition. (a) Each Shareholder shall vote its Shares or his shares of Common Stock entitled to vote thereon at any regular or special meeting of the Company (a “Shareholders Meeting”), or act by in any written consent executed in lieu of such a meeting of shareholders of the Company (a “Written Consent with respect to such SharesConsent”), and shall take all other reasonable actions necessary necessary, to ensure that the number of directors constituting the entire Board of Directors of the Company (the “Board”) shall consist of five (5) directorsbe not greater than 8. (ba) Each So long as the Jefferies Purchasers and their Affiliates hold, in the aggregate, at least 10% of the outstanding shares of the Preferred Stock, each Shareholder shall vote its Shares shares of Common Stock entitled to vote thereon at any Shareholders Meeting called for the purpose of filling the positions on the Board or in any Written Consent for such purpose, and with respect to such shares take all other reasonable actions necessary, to ensure the election to the Board of two (2) individuals designated by the Jefferies Nominator (each a “Jefferies Director” and together, the “Jefferies Directors”). (b) So long as the ING Purchasers and their Affiliates hold, in the aggregate, at least 25% of the outstanding shares of Preferred Stock, each Shareholder shall vote its shares of Common Stock entitled to vote thereon at any Shareholders Meeting called for the purpose of filling positions on the Board or in any Written Consent executed for such purpose, and shall take all other actions necessary action reasonably necessary, to ensure the election to the Board of Directors of the following individuals: (i) the Chief Executive Officer of the Company; (ii) for so long as the General Atlantic Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original GA Shares”), two (2) individuals designated by the General Atlantic Shareholders ING Nominator (each, a each an “General Atlantic ING Director” and together the “ING Directors”); provided that, at such time when the General Atlantic Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original GA Shares owned by them as of the date hereof, one (1) General Atlantic Director; and (iii) for so long as the CK/DLC Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original CK/DLC Shares”), two (2) individuals designated by the CK/DLC Shareholders (each, a “CK/DLC Director”); provided that, at such time when the CK/DLC Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original CK/DLC Shares, one (1) CK/DLC Director. (c) Notwithstanding anything to So long as the contrary TCW Purchasers and their Affiliates hold, in the foregoing or elsewhere in this Agreementaggregate, at least 10% of the outstanding Preferred Stock, each Shareholder acknowledges shall vote its shares of Common Stock entitled to vote thereon at any Shareholders Meeting called for the purpose of filling positions on the Board or in any Written Consent executed for such purpose, and agrees that shall take all other action reasonably necessary, to ensure the size and composition of election to the Board of Directors shall remain one (1) individual designated by the same as that existing prior to TCW Nominator (the consummation of the Merger and the foregoing provisions of this Section 6.3 shall not become effective, unless and until such time that a General Atlantic Shareholder or a CK/DLC Shareholder requests in writing, which notice shall (x) specify that such General Atlantic Shareholder or CK/DLC Shareholder is causing Section 6.3(a) and 6.3(b) to be effectuated pursuant to the terms hereof and (y) be sent to all other Shareholders and the Company“TCW Director”).

Election of Directors; Number and Composition. (a) Each Shareholder Stockholder shall vote its or his voting Shares at any Shareholders Stockholders Meeting, or act by Written Consent with respect to such voting Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall consist of five (5) directors. (b) be not less than seven nor greater than nine. Each Shareholder Stockholder shall vote its or his voting Shares at any Shareholders Stockholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and to take all other actions necessary to ensure the election to the Board of Directors of the following individuals: (ia) the Chief Executive Officer of the Companyone individual designated by Partners (who shall initially be Jay Xxxxxx) (xhe "Partners Director"); (iib) for so long as the General Atlantic Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original GA Shares”), two (2) individuals one individual designated by the General Atlantic Shareholders Stockholders (each, a “who shall initially be Willxxx X. Xxxx) (xhe "First General Atlantic Director”); provided that, at such time when ") unless the General Atlantic Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) Stockholders are entitled to elect one director of the Aggregate Original GA Shares owned Company by them virtue of their rights as holders of Series F Preferred Stock (the date hereof, one "GAP Series F Preferred Director"): (1c) a second individual designated by the General Atlantic Stockholders (who shall initially be Stevxx X. Xxxxxxx) (xhe "Second General Atlantic Director") unless the General Atlantic Stockholders are entitled to elect one director of the Company by virtue of their rights as holders of Series D Preferred Stock and Series G Preferred Stock (the "GAP Series D/G Preferred Director"; and the First General Atlantic Director, if any, the Second General Atlantic Director, if any, the GAP Series F Preferred Director, if any, and the GAP Series D/G Preferred Director, if any, are hereinafter referred to as the "General Atlantic Directors"); (d) two individuals designated by the Wilsxx Xxxckholders, one of whom shall be Wilsxx xxx a second individual to be designated in writing by Wilsxx, xxth a copy to the Stockholders (the "Wilsxx Xxxectors"); (e) one individual designated by the Alltel Stockholders (who shall initially be Jeffxxx X. Xxx) (xhe "Alltel Director"); and (iiif) for so long as the CK/DLC Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original CK/DLC Shares”), two (2) individuals one individual designated by the CK/DLC Shareholders Motorola Stockholders (eachwho shall initially be Richxxx X. Xxxxxxx) (xhe "Motorola Director"), a “CK/DLC Director”); provided thatprovided, at such time when however, that if the CK/DLC Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) size of the Aggregate Original CK/DLC Shares, one (1) CK/DLC Director. (c) Notwithstanding anything Board of Directors increases to twelve then the contrary in the foregoing or elsewhere in this Agreement, each Shareholder acknowledges number of individuals Motorola may designate shall increase to two and agrees that the size and composition of the Board of Directors shall remain be further increased to thirteen to accommodate such second Motorola Director. All other directors of the same as that existing prior Company shall be elected to the consummation Board of Directors in accordance with the Merger Certificate of Incorporation and the foregoing provisions of this Section 6.3 shall not become effective, unless and until such time that a General Atlantic Shareholder or a CK/DLC Shareholder requests in writing, which notice shall (x) specify that such General Atlantic Shareholder or CK/DLC Shareholder is causing Section 6.3(a) and 6.3(b) to be effectuated pursuant to the terms hereof and (y) be sent to all other Shareholders and the CompanyBy-laws.