Common use of Subsidiary Boards Clause in Contracts

Subsidiary Boards. At any time prior to a Qualified MCK Exit and subject to Section 5.01(d), the Company shall take all actions necessary to cause the composition of the board of managers or equivalent body of each of Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC to be identical to the Board. With respect to each board of directors or managers, as applicable, of the direct and indirect Subsidiaries of the Company (other than Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC), (a) to the extent a Subsidiary board includes one or more MCK Directors or other designee(s) of MCK, the Company shall take all action necessary to cause such Subsidiary board to also include a number of members designated by Echo such that such Subsidiary board is comprised of MCK designated directors and Echo designated directors in the same proportion as their respective representation on the Board and (b) to the extent a Subsidiary board includes one or more Echo Directors or other designee(s) of Echo, the Company shall take all action necessary to cause such Subsidiary board to also include a number of members designated by Echo such that such Subsidiary board is comprised of MCK designated directors and Echo designated directors in the same proportion as their respective representation on the Board.