Common use of Following a Controlled Company Event Clause in Contracts

Following a Controlled Company Event. If, following a Controlled Company Event and after giving effect to Section 2.6, the membership of the Board as designated in accordance with Section 2.1(a)(i) would not comply with the requirements of Applicable Law (after giving effect to applicable transition periods, if any), (A) the number of CD&R Nominees, Carlyle Nominees and Merrill Nominees shall each be reduced by one (but in no event reduced to less than one except as provided in Section 2.6), (B) each Principal Investor shall cause one of its Investor Nominees to resign, and (C) the directors remaining in office shall elect Independent Directors to fill each of the vacancies created by such resignations. If, after giving effect to the foregoing, the membership of the Board would still not comply with the requirements of Applicable Law (after giving effect to applicable transition periods, if any), the Company and the Stockholders will take all Necessary Action to cause the Company to comply with Applicable Law with respect to the composition of the Board (which may include the election of additional Independent Directors as members of the Board and Committees, either as a result of an increase in the membership of the Board or the pro rata reduction in the number of Investor Nominees and their resignation from the Board or Committees, or both).

Following a Controlled Company Event. If, following a Controlled Company Event and after giving effect to Section 2.61.5, the membership of the Board as designated in accordance with Section 2.1(a)(i1.1(a)(i) would not comply with the requirements of Applicable Law (after giving effect to applicable transition periods, if any), (A) the number of CD&R Nominees, Carlyle Ripplewood Nominees and Merrill Oak Hill Nominees shall each be reduced by one two (but in no event reduced to less than one except as provided in Section 2.61.5), (B) each Principal Investor shall cause one two of its Investor Nominees to resign, and (C) the directors remaining in office shall elect Independent Directors to fill each of the vacancies created by such resignations. If, after giving effect to the foregoing, the membership of the Board would still not comply with the requirements of Applicable Law (after giving effect to applicable transition periods, if any), the Company and the Stockholders will take all Necessary Action to cause the Company to comply with Applicable Law with respect to the composition of the Board (which may include the election of additional Independent Directors as members of the Board and Committees, either as a result of an increase in the membership of the Board or the pro rata reduction in the number of Investor Nominees and their resignation from the Board or Committees, or both).