Common use of Rights to Designate Clause in Contracts

Rights to Designate. Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, at any annual or general meeting, by written consent, or otherwise, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain at eleven, or such other number approved pursuant to the terms of this Agreement, and to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office: (i) ten designees of the Carlyle Stockholders constituting a Carlyle Majority Interest (the “Investor Designees”); provided, that (A) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to six Directors at such time as the Carlyle Stockholders in the aggregate hold less than thirty-five percent (35%) of the then outstanding shares of Common Stock, (B) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to four Directors at such time as the Carlyle Stockholders in the aggregate hold less than twenty-five percent (25%) of the then outstanding shares of Common Stock, (C) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to two Directors at such time as the Carlyle Stockholders in the aggregate hold less than fifteen-percent (15%) of the then outstanding shares of Common Stock, and (D) the Carlyle Stockholders shall have no right to designate any members of the Board of Directors pursuant to this Section 3.1(a)(i) at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of Common Stock; (ii) the senior ranking executive officer of the Company and its subsidiaries, who initially, and for so long as he is the Company’s Chief Executive Officer, shall be Xxxxx Xxxx; and (iii) other than as set forth in this Agreement, each additional designee shall be filled as provided in the Articles. The Company shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 3.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at any meeting of the shareholders of the Company (if any is required) at which directors of the Company are to be elected, shall recommend that the shareholders of the Company elect to the Board of Directors each such individual nominated for election at such meeting.

Rights to Designate. Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, at any annual or general special meeting, by written consent, or otherwise, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain at eleveneleven (11), or such other number approved pursuant to the terms of this Agreement, and to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office: (i) ten nine (9) designees of the Carlyle Stockholders constituting a Carlyle Majority Interest (the “Investor Designees”); provided, that (A) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to six (6) Directors at such time as the Carlyle Stockholders in the aggregate hold less than thirty-five percent (35%) of the then outstanding shares of Common Stock, (B) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to four (4) Directors at such time as the Carlyle Stockholders in the aggregate hold less than twenty-five percent (25%) of the then outstanding shares of Common Stock, (C) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to two (2) Directors at such time as the Carlyle Stockholders in the aggregate hold less than fifteen-fifteen percent (15%) of the then outstanding shares of Common Stock, and (D) the Carlyle Stockholders shall have no right to designate any members of the Board of Directors pursuant to this Section 3.1(a)(i) at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of Common Stock; (ii) the senior ranking executive officer of the Company and its subsidiaries, who initially, and for so long as he is the Company’s Chief Executive Officer, shall be Xxxxx Xxxx; Xxxxxx X. Xxxxxxx, Xx. and (iii) other than , for so long as set forth in this Agreementhe serves as a Director, each additional designee Xxxxxx X. Xxxxxxx, Xx. shall be filled as provided in the Articles. The Company shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 3.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at any meeting of the shareholders of the Company (if any is required) at which directors of the Company are to be elected, shall recommend that the shareholders of the Company elect to serve on the Board of Directors each such individual nominated for election at such meeting.of CommScope;

Rights to Designate. Each Stockholder Stockholder, in its capacity as a stockholder, individually and not jointly, hereby agrees with the Company (and only with the Company) to vote, or cause to be voted, all of its Sharesshares of Common Stock, at any annual or general special meeting, by written consent, or otherwise, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain at eleven, or such other number approved pursuant to nine (9) as of the terms of this Agreementfirst business day after the Effective Date, and to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office: (i) ten eight (8) designees of the Carlyle Stockholders constituting a Carlyle Majority Interest (the “Investor Designees”); provided, that (A) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to six (6) Directors at such time as the Carlyle Stockholders in the aggregate hold less than thirty-five percent (35%) of the then outstanding shares of Common Stock, (B) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to four (4) Directors at such time as the Carlyle Stockholders in the aggregate hold less than twenty-five percent (25%) of the then outstanding shares of Common Stock, (C) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to two (2) Directors at such time as the Carlyle Stockholders in the aggregate hold less than fifteen-percent (15%) of the then outstanding shares of Common Stock, and (D) the Carlyle Stockholders shall have no right to designate any members of the Board of Directors pursuant to this Section 3.1(a)(i) at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of Common Stock;; and (ii) the senior ranking executive officer of the Company and its subsidiaries, who which initially, and for so long as he is the Company’s Chief Executive Officer, shall be Xxxxx Xxxxxxx Xxxx; and (iii) other than as set forth in this Agreement, each additional designee shall be filled as provided in the Articles. The Company agrees with each of the Stockholders, individually and not jointly, that it shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 3.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at any meeting of the shareholders stockholders of the Company (if any is required) at which directors of the Company are to be elected, shall recommend that the shareholders stockholders of the Company elect to the Board of Directors each such individual nominated for election at such meetingmeeting unless the Board of Directors determines that making such recommendation would be inconsistent with its fiduciary duties under applicable law.

Rights to Designate. Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, at any annual or general special meeting, by written consent, or otherwise, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain at eleveneleven (11), or such other number approved pursuant to the terms of this Agreement, and to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office: (i) ten nine (9) designees of the Carlyle Stockholders constituting a Carlyle Majority Interest (the “Investor Designees”); provided, that (A) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to six (6) Directors at such time as the Carlyle Stockholders in the aggregate hold less than thirty-five percent (35%) of the then outstanding shares of Common Stock, (B) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to four (4) Directors at such time as the Carlyle Stockholders in the aggregate hold less than twenty-five percent (25%) of the then outstanding shares of Common Stock, (C) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to two (2) Directors at such time as the Carlyle Stockholders in the aggregate hold less than fifteen-fifteen percent (15%) of the then outstanding shares of Common Stock, and (D) the Carlyle Stockholders shall have no right to designate any members of the Board of Directors pursuant to this Section 3.1(a)(i) at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of Common Stock; (ii) the senior ranking executive officer of the Company and its subsidiaries, who initially, and for so long as he is the Company’s Chief Executive Officer, shall be Xxxxxx X. Xxxxxxx, Xx. and, for so long as he serves as a Director, Xxxxxx X. Xxxxxxx, Xx. shall serve on the Board of Directors of CommScope; (iii) Xxxxx XxxxX. Xxxxxxx for so long as he is employed by CommScope pursuant to that certain Employment Agreement dated as of the January 14, 2011 between him and CommScope, and he shall serve as the Non-Executive Chairman of the Board; and (iiiiv) other than as set forth in this Agreement, each additional designee shall be filled as provided in the ArticlesCharter and Bylaws. The Company shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 3.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at any each meeting of the shareholders stockholders of the Company (if any is required) at which directors of the Company are to be elected, shall recommend that the shareholders stockholders of the Company elect to the Board of Directors each such individual nominated for election at such meeting.

Rights to Designate. Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, at any annual or general special meeting, by written consent, or otherwise, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain at eleveneleven (11), or such other number approved pursuant to the terms of this Agreement, and to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office: (i) ten (10) designees of the Carlyle Stockholders constituting a Carlyle Majority Interest (the “Investor Designees”); provided, that (A) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to six (6) Directors at such time as the Carlyle Stockholders in the aggregate hold less than thirty-five percent (35%) of the then outstanding shares of Common Stock, (B) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to four (4) Directors at such time as the Carlyle Stockholders in the aggregate hold less than twenty-five percent (25%) of the then outstanding shares of Common Stock, (C) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to two (2) Directors at such time as the Carlyle Stockholders in the aggregate hold less than fifteen-percent (15%) of the then outstanding shares of Common Stock, and (D) the Carlyle Stockholders shall have no right to designate any members of the Board of Directors pursuant to this Section 3.1(a)(i) at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of Common Stock; (ii) the senior ranking executive officer of the Company and its subsidiaries, who initially, and for so long as he is the Company’s Chief Executive Officer, shall be Xxxxx XxxxXxxxxxx X. Xxxxxx; and (iii) other than as set forth in this Agreement, each additional designee shall be filled as provided in the ArticlesCharter and Bye-laws. The Company shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 3.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at any each meeting of the shareholders stockholders of the Company (if any is required) at which directors of the Company are to be elected, shall recommend that the shareholders stockholders of the Company elect to the Board of Directors each such individual nominated for election at such meeting.

Rights to Designate. Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, at any annual or general special meeting, by written consent, or otherwise, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain at eleveneleven (11), or such other number approved pursuant to the terms of this Agreement, and to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office: (i) ten (10) designees of the Carlyle Stockholders constituting a Carlyle Majority Interest (the “Investor Designees”); provided, that (A) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to six (6) Directors at such time as the Carlyle Stockholders in the aggregate hold less than thirty-five percent (35%) of the then outstanding shares of Common Stock, (B) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to four (4) Directors at | DC\3606029.6|| such time as the Carlyle Stockholders in the aggregate hold less than twenty-five percent (25%) of the then outstanding shares of Common Stock, (C) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to two (2) Directors at such time as the Carlyle Stockholders in the aggregate hold less than fifteen-percent (15%) of the then outstanding shares of Common Stock, and (D) the Carlyle Stockholders shall have no right to designate any members of the Board of Directors pursuant to this Section 3.1(a)(i) at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of Common Stock; (ii) the senior ranking executive officer of the Company and its subsidiaries, who initially, and for so long as he is the Company’s Chief Executive Officer, shall be Xxxxx XxxxXxxxxxx X. Xxxxxx; and (iii) other than as set forth in this Agreement, each additional designee shall be filled as provided in the ArticlesCharter and Bye-laws. The Company shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 3.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at any each meeting of the shareholders stockholders of the Company (if any is required) at which directors of the Company are to be elected, shall recommend that the shareholders stockholders of the Company elect to the Board of Directors each such individual nominated for election at such meeting.

Rights to Designate. Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, at any annual or general special meeting, by written consent, or otherwise, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain at eleveneleven (11), or such other number approved pursuant to the terms of this Agreement, and to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office: (i) ten nine (9) designees of the Carlyle Stockholders constituting a Carlyle Majority Interest (the “Investor Designees”); provided, that (A) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to six (6) Directors at such time as the Carlyle Stockholders in the aggregate hold less than thirty-five percent (35%) of the then outstanding shares of Common Stock, (B) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to four (4) Directors at such time as the Carlyle Stockholders in the aggregate hold less than twenty-five percent (25%) of the then outstanding shares of Common Stock, (C) the number of Investor Designees to be designated by the Carlyle Majority Interest (on behalf of the Carlyle Stockholders) shall be reduced to two (2) Directors at such time as the Carlyle Stockholders in the aggregate hold less than fifteen-percent (15%) of the then outstanding shares of Common Stock, and (D) the Carlyle Stockholders shall have no right to designate any members of the Board of Directors pursuant to this Section 3.1(a)(i) at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the then-outstanding shares of Common Stock; (ii) the senior ranking executive officer of the Company and its subsidiaries, who initially, and for so long as he is the Company’s Chief Executive Officer, shall be Xxxxxx X. Xxxxxxx and, for so long as he serves as a Director, Xxxxxx X. Xxxxxxx shall serve on the Board of Directors of CommScope; (iii) Xxxxx XxxxX. Xxxxxxx for so long as he is employed by CommScope pursuant to that certain Employment Agreement dated as of the January 14, 2011 between him and CommScope, and he shall serve as the Non-Executive Chairman of the Board; and (iiiiv) other than as set forth in this Agreement, each additional designee shall be filled as provided in the ArticlesCharter and Bylaws. The Company shall take all Necessary Actions within its control to cause the individuals designated in accordance with Section 3.1(a) to be nominated for election to the Board of Directors, shall solicit proxies in favor thereof, and at any each meeting of the shareholders stockholders of the Company (if any is required) at which directors of the Company are to be elected, shall recommend that the shareholders stockholders of the Company elect to the Board of Directors each such individual nominated for election at such meeting.