Common use of Prior to a Controlled Company Event Clause in Contracts

Prior to a Controlled Company Event. Subject to Section 2.6, and prior to a Controlled Company Event, the Stockholders and the Company shall take all Necessary Action to cause the board of directors of the Company (the “Board”) to be comprised of up to fifteen directors: (A) three of whom shall be designated by CD&R (such persons, the “CD&R Nominees”); (B) one of whom shall be designated by Carlyle and one of whom shall be designated by CEP II U.S. Investment, L.P. (such persons, the “Carlyle Nominees”); (C) two of whom shall be designated by Merrill (such persons, the “Merrill Nominees”, and collectively with the CD&R Nominees and the Carlyle Nominees, the “Investor Nominees”); (D) three of whom shall be Independent Directors, with each Principal Investor having the right to designate one such Independent Director and each such Independent Director being subject to Unanimous Investor Approval; (E) unless otherwise agreed by Majority Approval, one of whom shall be the Chief Executive Officer (the identity of which shall be subject to Section 2.5) (the “CEO Nominee”), it being understood and agreed that such approval is hereby given for Xx. Xxxx Xxxxxxxx to be a member of the Board while he is the Chief Executive Officer of the Company; (F) unless otherwise agreed by Majority Approval, one of whom shall be Xx. Xxxxx Xxxx, until such time as Xx. Xxxx Xxxxxxxx succeeds Xx. Xxxxx Xxxx as Chairman of the Board; and (G) up to three of whom shall be additional Independent Directors designated by Unanimous Investor Approval.