Common use of Election of Directors Clause in Contracts

Election of Directors. Except as otherwise provided herein, at any time at which the stockholders of AGI have a right to, or agree in writing to, elect any members of the board of directors of AGI, to the fullest extent permitted by law, each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise to take all reasonable actions to effect, the following actions: (a) to cause and maintain the number of directors of the board of directors of AGI to be fixed at seven (7); (b) subject to and in accordance with Section 19, to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not more than three (3) individuals designated by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b)); (c) to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions of the amendments to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription Agreement.

Election of Directors. Except as otherwise provided herein, at any time at which the stockholders of AGI have a right to, or agree in writing to, elect any members of the board of directors of AGI, to the fullest extent permitted by law, each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise to take all reasonable actions to effect, the following actions: : (a) to cause and maintain the number of directors of the board of directors of AGI to be fixed at seven (7); ; (b) subject to and in accordance with Section 19, to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not more than three (3) individuals designated by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b)); ; (c) to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and and (d) to maintain in force in all material respects the provisions of the amendments to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription Agreement. (e) COMCOR acknowledges that each Stockholder is a member of the board of directors of AGI, and so long as each Stockholder fulfills his obligations under this Agreement, nothing contained herein is intended to restrict the Stockholders from voting on any matter, or otherwise from acting, in any way as a director that would prevent the Stockholders from fulfilling their fiduciary duties to the stockholders of AGI or that would result in any violation of applicable Laws.

Election of Directors. Except as otherwise provided herein, at At any time at which shareholders of the stockholders of AGI Company will have a the right to, or agree will vote for or consent in writing to, elect any members directors of the board of directors of AGICompany, to the fullest extent permitted by lawthen, and in each such event, each of the Stockholders and COMCOR agreesSecurity Holders shall vote (or, on behalf of himself if applicable, consent with respect to) all Shares or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all other voting securities of the Shares so held Company presently owned or hereafter acquired by them (whether owned of record or over which any such Security Holder exercises voting control) in favor of, and otherwise to take all reasonable actions to effect, of the following actions: : (a) to cause and maintain the number election to the Board one (1) person designated by the holders of directors a majority of the board issued and Class A Preferred Shares (the “Preferred Director”) (who shall initially be Xxxxx Xxxxxx), which Preferred Director shall be elected by the holders of directors a majority of AGI to be fixed at seven (7); the outstanding Class A Preferred Shares, voting separately as a class; (b) subject to and in accordance with Section 19, to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not more than Board three (3) individuals persons designated by COMCOR the holders of a majority of the issued and outstanding Common Shares (each the “Common Directors”) (who shall initially be Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx), which Common Directors shall be shall be elected by the holders of a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b))majority of the outstanding Common Shares, voting separately as a class; and (c) to cause and maintain both the nomination for election and the election to the board Board one (1) person, who is not an employee of directors of AGI the Company or any subsidiary thereof or otherwise affiliated with the Company (the “Independent Director”), which Independent Director shall be elected by the holders of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions majority of the amendments to AGI's Certificate outstanding Class A Preferred Shares, voting as a separate class, and the holders of Incorporation and Bylaws attached a majority of the outstanding Common Shares, voting as Exhibit A-1 and Exhibit A-2 to the Subscription Agreementa separate class.

Election of Directors. Except as otherwise provided hereinAt any annual or special shareholders meeting, at any time at which and whenever the stockholders of AGI have a right to, or agree in writing to, elect any members shareholders of the board Company act by written consent with respect to election of directors, each Investor agrees to vote or otherwise give such Investor's consent in respect of all shares of the Company's Common Stock acquired by such Investor pursuant to the Purchase Agreement or Old Purchase Agreement or upon any exercise of any Warrants, and the Company shall take all necessary and desirable actions within its control, in order to cause: 1. the election to the Board of two Independent Individuals (as defined below) approved by Investors holding shares of the Company's capital stock entitled to cast a majority of the total number of votes entitled to be cast by all Investors in the election of directors of AGI, to the fullest extent permitted by law, each Company's Board of Directors (the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is "Majority Investors"); 2. the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise to take all reasonable actions to effect, the following actions: (a) to cause and maintain the authorized number of directors of the board Board as set forth in the Company's Certificate of directors Incorporation or other similar document (in each case, as amended, amended and restated or otherwise modified from time to time) of AGI the Company and/or the Bylaws of the Company to remain at six or such other number as the Majority Investors may specify from time to time in a notice delivered to the Company and the other Investors; 3. the removal from the Board (with or without cause) of any director approved hereunder by the Majority Investors, upon the written request of the Majority Investors for the removal of such director, but only upon such written request; provided, however, that the removal of any director for cause or otherwise shall not prejudice the right of the Majority Investors to nominate pursuant to this Agreement a substitute director to fill the vacancy created by such removal; and 4. upon any vacancy in the Board as a result of any individual approved as provided in clause (1) above ceasing to be fixed at seven (7); (b) subject to and in accordance with Section 19a member of the Board, to cause and maintain both the nomination for election and whether by resignation, removal or otherwise, the election to the board Board of directors of AGI of a total of not more than three (3) individuals designated by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b)); (c) to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated an individual approved by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions of the amendments to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription AgreementMajority Investors.

Election of Directors. Except as otherwise provided herein, at any time at which the stockholders of AGI have a right to, or agree in writing to, elect any members of the board of directors of AGI, to the fullest extent permitted by law, each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise (a) Each Stockholder agrees to take all reasonable actions to effect, the following actions: (a) lawfully within its power to cause the Director Nominees to be elected as directors of the Company in any and maintain the number all elections of directors of the board Company held during the term of this Agreement, including, without limiting the generality or effect of the foregoing, (i) to vote, or cause to be voted, or, if applicable, execute written consents with respect to, all Voting Stock held by such Stockholder and entitled to vote in favor of the Director Nominees to the Board of Directors in any and all elections of, or solicitations of written consents with respect to the election of, directors of AGI the Company held during the term of this Agreement that such Stockholder has the power to vote or in respect of which such Major Stockholder has the power to direct the vote and (ii) to cause its nominees to the Board of Directors, if any, to vote in favor of the Director Nominees for election to the Board of Directors and otherwise take all actions necessary to cause the Director Nominees to be fixed at seven elected as directors of the Company (7); (b) subject including with respect to and the filling of any vacancies in accordance with Section 192.4). (b) Without limiting the generality or effect of this Section 2.3, at each meeting of the stockholders of the Company held during the term of this Agreement at which the term of office of any Major Stockholder Nominee nominated by one or more Major Stockholders pursuant to clause (A), (B), (C), (D) or (E) of Section 2.2(a)(i) or clause (A), (B), (C), (D), (E) or (F) of Section 2.2(b)(i), as applicable (an “Expiring Nominee”), expires and at which time the Major Stockholder(s) that nominated such Expiring Nominee continues to be entitled to nominate a Major Stockholder Nominee pursuant to such clause, each Stockholder agrees to take all actions within its power to cause such Expiring Nominee to be nominated for election to another term as a director of the Company and maintain both to be included in the slate of nominees recommended to stockholders for election as directors of the Company in any proxy statement prepared by or on behalf of the Company with respect to such meeting; provided that, if the Major Stockholder(s) that nominated such Major Stockholder Nominee that is an Expiring Nominee so specifies, or such Expiring Nominee declines or is unable to accept the nomination, each Stockholder agrees to take all action within its power to cause another individual designated by such Major Stockholder(s) to be nominated for election as a director of the Company in lieu of such Expiring Nominee and to be included in the slate of nominees recommended to stockholders for election as directors of the Company in any such proxy statement; and provided, further, that this Section 2.3(b) shall not apply if the nomination for election and the election of such Expiring Nominee or such replacement designee, as applicable, would result in such Major Stockholder(s) that nominated such Expiring Nominee having nominated more Major Stockholder Nominees than such Major Stockholder(s) is then entitled to the board of directors of AGI of a total of not more than three (3) individuals designated by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation nominate pursuant to this Section 3(b)); 2.2. (c) to cause and maintain both the nomination for election and the election Notwithstanding anything to the board contrary in this Section 2.3 or Section 2.5, in any fiscal year of directors of AGI the Company during which the Major Stockholders shall have removed more than one individual designated pursuant to Section 2.2(b)(i)(D), (E) or (F), any individual designated pursuant to Section 2.2(b)(i)(D), (E) or (F) by the Major Stockholders in such fiscal year to fill any vacancy created by a removal of a total of not less director without cause, other than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGIfirst such vacancy, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions been approved by a majority of the amendments to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription AgreementIndependent directors.

Election of Directors. Each Stockholder shall vote its Shares (to the extent such Shares have voting power) at any 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 be nine (9). Each Stockholder shall vote its 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 each Stockholder and the Company shall take all other actions necessary to ensure the election to the Board of Directors of the following individuals: (a) one individual who shall be designated by the Series A Holders; (b) one individual who shall be designated by the Series C Holders; (c) one individual who shall be designated by the Series D Holders; (d) two individuals who shall be designated by the Series E Holders, one of whom shall be designated by MPM Capital; and (e) four individuals who shall be designated by Stockholders holding a majority of the votes entitled to be cast for the election of directors; provided, however, that one of such individuals must be serving as an officer of the Company and that such individual shall be R. Xxxxxxx Xxxxxx for as long as he remains an officer of the Company. 3. Except as otherwise provided herein, at any time at which the stockholders of AGI have a right toSecurityholders Agreement, as in effect on the date hereof, shall remain in full force and effect. 4. This Amendment may be executed in one or agree in writing to, elect any members of the board of directors of AGI, to the fullest extent permitted by lawmore counterparts, each of the Stockholders and COMCOR agreeswhich shall be deemed an original, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote but all of which together shall constitute one and the Shares so held in favor of, same instrument. 5. This Amendment shall be governed by and otherwise to take all reasonable actions to effect, the following actions: (a) to cause and maintain the number of directors of the board of directors of AGI to be fixed at seven (7); (b) subject to and construed in accordance with Section 19, to cause and maintain both the nomination for election and laws of the election State of Delaware without giving effect to the board principles of directors conflicts of AGI laws. 6. If any one or more of a total of not more than three (3) individuals designated by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b)); (c) to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the amendments to AGI's Certificate remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription Agreementremaining provisions hereof.

Election of Directors. Except as otherwise provided herein, at any time at which (a) With respect to all actions by the stockholders of AGI have a right tothe Corporation for the election of members 2 to its Board of Directors, or agree in writing to, elect any all Stock from time to time held by the Stockholders shall be voted for (i) two members of the board Board of directors of AGIDirectors designated by the Telebase Group, to the fullest extent permitted by law, each (ii) one member of the Stockholders and COMCOR agreesBoard of Directors designated by Rosex, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all (xii) one member of the Shares so held in favor ofBoard of Directors designated by Diamond, (iv) one member of the Board of Directors designated by Grusin, and otherwise to take all reasonable actions to effect, the following actions: (av) to cause and maintain the number of directors for Robexx Xxxxxx ("Xarrxx") xs a member of the board Board of directors of AGI to be fixed at seven (7); Directors; (b) subject The Stockholder entitled to nominate and in accordance with Section 19, elect a director shall be entitled to cause remove any such director by notice to such director and maintain both the nomination for election and the election to the board Corporation. Any vacancy occurring on the Board by reason of directors the death, disqualification, incapacity, inability to act, resignation or removal of AGI any director shall be filled only by the Stockholder whose nominee was so affected in the case of Grusin, Diamond and Rosex xxx by the Telebase Group in the case of a total nominee of not more than three (3the Telebase Group, so as to maintain a Board of Directors consisting of the numbers of nominees specified in Section 1(a) individuals designated hereof; provided; however, that in the event of the death, disqualification, incapacity, inability to or unwillingness to act, resignation or removal of Harrxx, x replacement for Harrxx xx the Board shall be nominated and elected by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b)); majority vote of the remaining Directors; (c) to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions Each of the amendments Shareholders agrees to AGI's Certificate vote their Shares to accomplish the intent of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription AgreementSection 1(b) above.

Election of Directors. Except Each Stockholder shall vote all voting Securities of the Corporation over which such Stockholder has voting control and shall take all other actions within his, her or its control, including, without limitation, calling special meetings of Stockholders, attending meetings in person or by proxy for purposes of obtaining a quorum, executing written consents in lieu of meetings, approving amendments and/or restatements of the Corporation’s certificate of incorporation or by-laws and removing directors that take actions inconsistent with this Agreement or fail to take actions required to carry out the intent and purposes of this Agreement, so that: (i) the authorized number of directors on the Board shall be five (5) or such other number as otherwise provided hereinmay be established from time to time by resolution of the Board; (ii) for so long as Agencourt and its Affiliates or the successors thereto hold Securities representing no less than forty (40%) of the total Common Stock on a fully-diluted basis, at any time at which the stockholders of AGI have a right to, or agree in writing to, elect any two (2) individuals designated by Xxxxxxx shall be elected as members of the board of directors of AGI, to Board; (iii) for so long as the fullest extent permitted by law, each Founders and their Affiliates or the successors thereto hold Securities representing no less than twenty percent (20%) of the Stockholders and COMCOR agreestotal Common Stock on a fully-diluted basis, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise to take all reasonable actions to effect, the following actions: (a) to cause and maintain the number of directors of the board of directors of AGI to be fixed at seven (7); (b) subject to and in accordance with Section 19, to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not more than three (3) individuals designated by COMCOR the Founders shall be elected as members of the Board; (each iv) any Board member designated by Xxxxxxx shall be removed from the Board upon the request of the Xxxxxxx and not otherwise, provided that nothing in this Agreement shall be construed to impair any rights that the Stockholders of the Corporation may have to remove any director for cause; (v) any Board member designated by the Founders shall be removed from the Board upon the request of the Founders and not otherwise, provided that nothing in this Agreement shall be construed to impair any rights that the Stockholders of the Corporation may have to remove any director for cause; (vi) in the event that any Board member designated by Xxxxxxx for any reason ceases to serve as a "COMCOR Director Designee")(except that COMCOR and its Related Persons member of the Board during his or her term of office, Xxxxxxx shall have no obligation the right to designate a different individual, pursuant to this Section 3(b2(a)); , to fill the vacant directorship (cvii) to cause and maintain both in the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals event that any Board member designated by the Stockholders (each Founders for any reason ceases to serve as a "Stockholders Director Designee")(except that AGImember of the Board during his or her term of office, Stockholders and their respective Related Persons the Founders shall have no obligation the right to designate a different individual, pursuant to this Section 3(c2(a)), to fill the vacant directorship; and and (dviii) if Xxxxxxx or the Founders fail to maintain in force in all material respects the provisions of the amendments designate an individual to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 fill a directorship pursuant to the Subscription Agreementterms of this Section 2(a), the election of a person to such directorship shall be accomplished in accordance with the Corporation’s by-laws and applicable law.

Election of Directors. Except as otherwise provided herein(a) Borrower agrees to take all necessary corporate action to (i) increase the size of the Board to seven persons, at any time at which the stockholders of AGI have a right to, or agree (ii) appoint Omar Xxxxx xxx three other individuals to be designated in writing toby the Lender, elect any in its sole discretion, through a written notice provided to Borrower, each to serve as one of the seven members of the board Board, and (iii) nominate and take all other necessary or desirable actions to ensure that such individual is re-elected to a new term of directors service at each successive meeting of AGIBorrower's shareholders at which such individual's term as a director is set to expire in accordance with Borrower's governing documents, provided, however, that Borrower's obligations under this Section 5.14(a) shall expire at such time as this Agreement shall have been terminated and all Obligations under this Agreement and the Note have been repaid. . (b) Borrower agrees that its Board shall not act to the fullest extent permitted by law, each remove any of the Stockholders and COMCOR agreesLender's designees from the Board (with or without cause) unless such removal is made upon the written request of the Lender. The Lender agrees that, on behalf of himself or itself and on behalf of any Related Person that is in the transferee or assignee of any Sharesevent Borrower's obligation under clause (a) above expires in accordance with the proviso contained in such clause, the Lender shall use its reasonable efforts to vote cause all of its designees who are no longer entitled to serve as a result of such expiration to resign from the Shares so held in favor ofBoard. (c) Prior to any such expiration of Borrower's obligations under (a) above, and otherwise if any designee of the Lender for any reason shall cease to serve as a member of the Board, Borrower agrees to take all reasonable necessary or desirable actions to effect, cause the following actions: (a) to cause and maintain the number of directors of the board of directors of AGI resulting vacancy to be fixed at seven (7); (b) subject to and in accordance with Section 19, to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not more than three (3) individuals designated filled by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this Section 3(b)); (c) to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals an individual designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions of the amendments to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription AgreementLender.

Election of Directors. Except as otherwise provided herein(a) At any general meeting of the Shareholders involving the election of directors, and at any other time at which the stockholders Beneficial Owners of AGI Shares will have a the right to, to or agree will vote for or render consent in writing to, elect any members of regarding the board of directors of AGI, to the fullest extent permitted by law, each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise to take all reasonable actions to effect, the following actions: (a) to cause and maintain the number appointment of directors of the board Company, then and in each event, each Shareholder hereby covenants and agrees (i) to vote (or render its written consent with respect to) all Shares that it is entitled to vote (or provide written consent) to elect a Board of Directors in accordance with this Article II and (ii) not to vote (or render its written consent) to remove any director designated in accordance with this Section 2.1 except at the express written direction of the Shareholder or Shareholders that designated such director. No Shareholder shall grant to any Person a proxy to vote such Shareholder’s Capital Securities unless such Person signs a statement expressly agreeing to vote such Capital Securities in accordance with this Article II. Furthermore, each Shareholder undertakes to procure that any director appointed by it shall take all actions as may be necessary to give effect to each appointment of directors of AGI made pursuant to be fixed at seven (7); this Section 2.1. (b) subject to The number of members on the Board of Directors shall be determined by Xxxxxxx, in its sole discretion; provided, that the Board of Directors shall consist of a minimum of five members and a maximum of nine members, who shall be designated in accordance with this Section 192.1. Any appointment or designation of directors pursuant to this Section 2.1 shall not be a Related Party Transaction. (i) Xxxxxxx shall be entitled by notice in writing to the Company to appoint all of the directors of the Company (the “Xxxxxxx Directors”) except as otherwise provided in this Section 2.1; and (ii) Buckland shall be entitled by notice in writing to the Company to appoint one director of the Company, so long as Buckland Beneficially Owns Capital Securities constituting at least (A) 75% of the Capital Securities Beneficially Owned by Buckland on the Effective Date (as adjusted taking into account any stock splits, combinations or other recapitalizations) and (B) 8.5% of the outstanding Shares. (d) As of any specified date, if the percentage of Capital Securities Beneficially Owned by any Shareholder (other than Xxxxxxx, Xxxxxxxx and any other Shareholder that has an individual right to designate a director pursuant to this Section 2.1) is equal to or greater than the Threshold Percentage in effect as of such date, then such Shareholder shall be entitled by notice in writing to the Company to appoint a number of directors determined by dividing the percentage of outstanding Capital Securities Beneficially Owned by such Shareholder by the Threshold Percentage in effect on such date (with any fractional amount being rounded down to the nearest whole number). (e) As of any specified date, if the aggregate percentage of Capital Securities Beneficially Owned by all Shareholders (other than (i) Xxxxxxx, (ii) Buckland and (iii) any other Shareholder entitled to appoint a director pursuant to Section 2.1(d)) is equal to or greater than the Threshold Percentage in effect as of such date, then such Shareholders shall be entitled by notice in writing to the Company to require that the existing directors exercise their discretion to appoint a number of directors determined by dividing the percentage of outstanding Capital Securities Beneficially Owned by such Shareholders by the Threshold Percentage in effect on such date (with any fractional amount being rounded down to the nearest whole number); provided, that, notwithstanding the foregoing, at least one director shall be designated pursuant to this Section 2.1(e) at all times. The Shareholders hereby agree that the initial director appointed pursuant to this paragraph (e) (and if, any time more than one director is appointed pursuant to this paragraph (e), one of such directors) shall be designated by D.E. Shaw, so long as D.E. Shaw Beneficially Owns Capital Securities constituting at least (i) 75% of the Capital Securities Beneficially Owned by D.E. Shaw on May 25, 2006 (as adjusted taking into account any stock splits, combinations or other recapitalizations) and (ii) 8.5% of the outstanding Shares. After such time as D.E. Shaw is no longer entitled to designate the director appointed hereunder, such director and all other directors appointed pursuant to this paragraph (e) shall be designated by the Beneficial Owners of a majority in number of the Capital Securities Beneficially Owned by the Shareholders entitled to designate a director pursuant to this paragraph (e) voting separately as a class. (f) Each Shareholder shall take all necessary action, in its capacity as a shareholder of the Company, to cause and maintain both the nomination for election and members of the election Board of Directors to be appointed to the board of directors or equivalent governing body of AGI any entity that substantially succeeds to the business or operations of the Company or whose governing body substantially succeeds to the role of managing the investment made by the Founding Shareholders (other than, in each case, in connection with a total sale of not more than three (3) individuals designated all or a substantial portion of the assets of the Company approved by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation pursuant to this the Shareholders in accordance with Section 3(b7.4(a)(ii)); (c) to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions of the amendments to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 to the Subscription Agreement.

Election of Directors. Except as otherwise provided herein, at any time at which the stockholders of AGI have a right to, or agree in writing to, elect any members of the board of directors of AGI, to the fullest extent permitted by law, each of the Stockholders and COMCOR agrees, on behalf of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Shares, to vote all of the Shares so held in favor of, and otherwise to take all reasonable actions to effect, the following actions: (a) To the extent (but only to cause the extent) the holders of Series A-1 Preferred Stock are not entitled to elect one or more directors pursuant to the Series A-1 Certificate, and maintain for so long as the Carlyle Parties, in the aggregate, either (i) Beneficially Own at least 10% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) or (ii) Beneficially Own (on “as-converted basis”) at least 50% of the number of directors shares of Common Stock Beneficially Owned by the Carlyle Parties on an “as-converted basis” as of the board Closing (in the case of directors this clause (B), as adjusted to reflect any stock split, combination, reclassification, recapitalization or similar transaction), the Board of AGI Directors shall (A) recommend that one (1) director designated by the Purchaser Representative be included in the slate of nominees in the class to be fixed elected or appointed to the Board of Directors at seven the next annual meeting of stockholders, in accordance with the Bylaws, Certificate of Incorporation and Delaware General Corporation Law and at each annual meeting of stockholders of the Company thereafter at which such person’s term expires, and (7B) appoint one (1) non-voting observer to the Board of Directors, subject, in each case, to such director’s or observer’s satisfaction of all requirements regarding service as a director or board observer of the Company under applicable law or stock exchange rule regarding service as a director or board observer of the Company and such other criteria and qualifications for service as a director or board observer set forth on Schedule 4.5 applicable to all directors or board observers of the Company; provided, however, that (x) in no event shall any such Person’s relationship with the Purchaser or its Affiliates (or any other actual or potential lack of independence resulting therefrom) be considered to disqualify such Person from being a member of or observer to the Board of Directors pursuant to this Section 4.5 and (y) if a designee of the Purchaser Representative initially elected as a Series A-1 Director (as defined in the Series A-1 Certificate); (b) , or any replacement of such designee in accordance with the Series A-1 Certificate or this Section 4.5, remains on the Board of Directors, then such Person will retain the term of such Series A-1 Director subject to and death, disability, resignation or removal in accordance with Section 194.5(d) (and, accordingly, need not be nominated pursuant to cause and maintain both the nomination for election and the election Section 4.5(a)(A) with respect to any annual meeting prior to the annual meeting at which such term expires). For the avoidance of doubt, such board observer shall not have the right to participate in any vote, consent or other action of the Board of Directors. The director nominated by the Purchaser Representative under Section 4.5(a)(A) shall serve the term associated with the class of directors to which such director belongs in accordance with the Certificate of AGI Incorporation. Notwithstanding the foregoing, at such time as neither of the thresholds set forth in Section 4.5(a)(i) and (ii) are satisfied, the right of the Purchaser Representative to nominate a director under Section 4.5(a)(A) and to appoint a board observer under Section 4.5(a)(B) shall terminate and such director and board observer shall promptly resign. (b) To the extent (but only to the extent) the holders of Series A-1 Preferred Stock are not entitled to elect two directors pursuant to the Series A-1 Certificate, and if (i) the Aggregate Purchase Price paid by the Purchaser pursuant to Section 1.1 is greater than or equal to $550,000,000 and (ii) the Carlyle Parties, in the aggregate, either (A) Beneficially Own at least 15% of the total number of not more than three outstanding shares of Common Stock (3on an “as-converted basis”) individuals or (B) Beneficially Own (on “as-converted basis”) at least 66% of the number of shares of Common Stock Beneficially Owned by the Carlyle Parties on an as-converted basis as of the Closing (in the case of this clause (B), as adjusted to reflect any stock split, combination, reclassification, recapitalization or similar transaction), the Board of Directors shall, in addition to the director nominated by the Purchaser Representative under 4.5(a) or the Series A-1 Director, if applicable, recommend that one (1) additional director designated by COMCOR the Purchaser Representative be included (i) at the next annual meeting of stockholders in the slate of nominees in the class to be elected or appointed to the Board of Directors at such annual meeting (or, if a Series A-1 Director or director nominated by the Purchaser Representative pursuant to Section 4.5(a) is already a member of such class, then the class that was elected at the immediately preceding annual meeting of stockholders), in accordance with the Bylaws, Certificate of Incorporation and Delaware General Corporation Law and (ii) at each annual meeting of stockholders of the Company thereafter at which such person’s term expires, in the slate of nominees in the class to be elected or appointed to the Board of Directors at such annual meeting, in each case, subject to such director’s satisfaction of all requirements regarding service as a "COMCOR Director Designee")(except director of the Company under applicable law or stock exchange rule regarding service as a director of the Company and such other reasonable criteria and qualifications for service as a director set forth on Schedule 4.5 applicable to all directors of the Company; provided, however, that COMCOR and (x) in no event shall any such Person’s relationship with the Purchaser or its Related Persons shall have no obligation Affiliates (or any other actual or potential lack of independence resulting therefrom) be considered to disqualify such Person from being a member of or observer to the Board of Directors pursuant to this Section 3(b)); 4.5 and (cy) to cause and maintain both if two designees of the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation Purchaser Representative initially elected pursuant to this Section 3(c4.5 or as Series A-1 Directors, or their respective replacements in accordance with the Series A-1 Certificate or this Section 4.5, remain on the Board of Directors, then such Persons will retain their respective terms subject to death, disability, resignation or removal in accordance with Section 4.5(d) (and, accordingly, no designee of the Purchaser Representative need be nominated pursuant to Section 4.5(b)(A) with respect to any annual meeting prior to the first annual meeting at which one of such terms expires). The director nominated by the Purchaser Representative under this Section 4.5(b) shall serve the term associated with the class of directors to which such director belongs in accordance with the Certificate of Incorporation. Notwithstanding the foregoing, at such time as none of the thresholds set forth in this Section 4.5(b) are satisfied, the right of the Purchaser Representative to nominate a director under this Section 4.5(b) shall terminate and such director shall promptly resign. (c) At every meeting of the stockholders of the Company, called, and at every postponement or adjournment thereof, each Carlyle Party agrees to vote any and all shares of Convertible Preferred Stock or Class A Common Stock entitled to be voted thereat, or to cause any such shares to be voted, in the manner that is proportionate to the manner in which all of the shares of Common Stock which are voted in respect of such matter (other than the shares of Convertible Preferred Stock or Class A Common Stock voted by the Carlyle Parties) are voted with respect to the election or removal of each director other than the director(s) the Purchaser Representative is entitled to nominate pursuant to Section 4.5(a) or (b); . This Section 4.5(c) shall terminate when the Purchaser Representative is no longer entitled to nominate any director pursuant to Section 4.5(a) or (b). At every meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, each Carlyle Party agrees to cause any and all shares of Convertible Preferred Stock or Class A Common Stock entitled to be voted thereat to be present in person or represented by proxy so that all such shares shall be counted as present for determining the presence of a quorum at such meetings. (d) Without limiting the foregoing, if the Company shall have failed to maintain cause the condition set forth in force in Section 1.3(b)(7) to be satisfied at Closing, the Company shall take all material respects necessary action to cause the provisions applicable designees of the amendments Purchaser Representative to AGI's Certificate of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 be appointed to the Subscription AgreementBoard of Directors (or as a non-voting observer to the Board of Directors, as applicable) promptly after the Closing. In the event of the death, disability, resignation or removal of any Person designated by the Purchaser Representative as a member of or observer to the Board of Directors (or, if the holders of Convertible Preferred Stock no longer have the right to designate such Person, any Series A-1 Director or Person appointed as a non-voting observer to the Board of Directors pursuant to the Series A-1 Certificate), subject to the continuing satisfaction of the applicable threshold set forth in Section 4.5(a) or (b), as applicable, the Purchaser Representative may designate a Person to replace such Person and the Company shall cause such newly designated Person to fill such resulting vacancy (including as an observer, if applicable), subject to such Person’s satisfaction of all requirements regarding service as a director of the Company under applicable law or stock exchange rule regarding service as a director of the Company and such other reasonable criteria and qualifications for service as a director set forth on Schedule 4.5 applicable to all directors of the Company; provided, however, that in no event shall any such Person’s relationship with the Purchaser or its Affiliates (or any other actual or potential lack of independence resulting therefrom) be considered to disqualify such Person from being a member of or observer to the Board of Directors pursuant to this Section 4.5. So long as any Person designated by the Purchaser Representative to serve as a member of or observer to the Board of Directors is eligible to be so designated in accordance with this Section 4.5, the Company shall not take any action to remove such Person as such an observer or director without the prior written consent of the Purchaser Representative.

Election of Directors. Except as otherwise provided herein3.1 At each annual or special stockholders meeting called for the election of directors, at any time at which each holder of Class B Common Stock shall vote all of its shares of Class B Common Stock, and the stockholders Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board or stockholder meetings and approval of AGI have a right to, or agree in writing to, elect any members amendments and/or restatements of the board Company’s certificate of incorporation or by-laws), so that: (a) the authorized number of directors on the Board and the composition of AGI, the Board shall be as established by Parent; (b) all of the directors designated by Parent shall be elected to the fullest extent permitted Board; and (c) the removal from the Board (with or without cause) of any representative designated pursuant hereto by lawParent shall be at Parent’s written request, each but only upon such written request and under no other circumstances. 3.2 In order to secure the obligation of the Stockholders Investor Stockholder to vote its shares of Class B Common Stock in accordance with the provisions of Section 3.1 above, the Investor Stockholder hereby irrevocably appoints Parent as its true and COMCOR agreeslawful proxy and attorney-in-fact, on behalf with full power of himself or itself and on behalf of any Related Person that is the transferee or assignee of any Sharessubstitution, to vote all of such holder’s shares of Class B Common Stock for the Shares so held in favor of, election and otherwise to take all reasonable actions to effect, the following actions: (a) to cause and maintain the number removal of directors and all such other matters as expressly provided for in Section 3.1 above. Parent may exercise the irrevocable proxy granted to it hereunder at any time any such holder fails to comply with the provisions of the board of directors of AGI to be fixed at seven (7); (b) subject to Section 3.1. The proxy and in accordance with Section 19, to cause and maintain both the nomination for election and the election to the board of directors of AGI of a total of not more than three (3) individuals designated power granted by COMCOR (each a "COMCOR Director Designee")(except that COMCOR and its Related Persons shall have no obligation such holder pursuant to this Section 3(b)); (c) 3.2 are given to cause and maintain both secure the nomination for election and the election to the board of directors of AGI of a total of not less than four (4) individuals designated by the Stockholders (each a "Stockholders Director Designee")(except that AGI, Stockholders and their respective Related Persons shall have no obligation pursuant to this Section 3(c)); and (d) to maintain in force in all material respects the provisions performance of the amendments obligations under this Agreement. Such proxy and power of attorney are irrevocable until the termination of this Agreement. The Investor Stockholder shall not incur any liability or obligation to AGI's Certificate Parent or any other Person, directly or indirectly, in connection with, or as a result of, any exercise of Incorporation and Bylaws attached as Exhibit A-1 and Exhibit A-2 the proxy granted to the Subscription AgreementParent.