Common use of Actions by the Board of Directors Clause in Contracts

Actions by the Board of Directors. (a) The Shareholders and the Company shall use their reasonable best efforts to take all actions necessary (including amending the memorandum and articles of association of the Company, if necessary) to provide that, for so long as this Agreement is in effect, a quorum for any meeting of the Board shall require the presence of (x) directors constituting at least a majority of the entire Board, and (y) at least one of the Silver Lake Designees and (z) at least one of the TPG Designees. Unless agreed to by unanimous consent of the Board in writing, subject to applicable law, no action by the Board will be valid unless approved by a majority of the directors at a meeting properly convened at which a quorum is present. The Company and the Shareholders shall use their reasonable best efforts to take such further action to provide that the articles of association and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders shall take (or shall cause the Directors appointed by them to take) such action as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one Silver Lake Designee and one TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) and (iii) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committee. The Shareholders and the Company shall use their reasonable best efforts to take all necessary action to cause the memorandum and articles of association of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a).

Actions by the Board of Directors. (a) The Shareholders and the Company shall use their reasonable best efforts to take all actions provided for under the terms of the Shares held by them necessary (including amending to amend the memorandum and articles of association of the Company, if necessary) Company to provide that, for so long as this Agreement is in effect, a quorum for any meeting of the Board shall require the presence of (x) directors constituting at least a majority of the entire Board, and (y) at least one of the Silver Lake Designees and (z) at least one of the TPG Designees. Unless agreed to by unanimous consent of the Board in writing, subject to applicable law, no action by the Board will be valid unless approved by a majority of the directors at a meeting properly convened at which a quorum is present. The Company and the Shareholders shall use their reasonable best efforts to take such further action to provide that the articles of association incorporation and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders shall take (or shall cause the Directors appointed by them to take) such action provided for under the terms of the Shares held by them as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one Silver Lake Designee and one TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) and (iii) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committeeExecutive Committee. The Shareholders and the Company shall use their reasonable best efforts to take all necessary such action provided for under the terms of the Shares held by them to cause the memorandum and articles of association of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b5.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a).

Actions by the Board of Directors. (a) The Shareholders Stockholders and the Company shall use their reasonable best efforts to take all actions necessary (including amending the memorandum certificate of incorporation and articles of association bylaws of the Company, if necessary) to provide that, for so long as this Agreement is in effect, a quorum for any meeting of the Board shall require the presence of (x) directors Directors constituting at least a majority of the entire Board, and (y) at least one two of the following four Directors: (i) the Silver Lake Designees Designee, (ii) the TPG Designee and (ziii) at least one of the TPG New SAC Designees. Unless agreed to by unanimous consent of the Board in writing, subject to applicable law, no action by the Board will be valid unless approved by a majority of the directors Directors at a meeting properly convened at which a quorum is present. The Company and the Shareholders Stockholders shall use their reasonable best efforts to take such further action to provide that the articles certificate of association incorporation and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders Stockholders shall take (or shall cause the Directors appointed by them to take) such action as is necessary to cause (i) the Board to establish executive, audit, strategic and financial transactions, compensation and nominating and corporate governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one the Silver Lake Designee to serve on the strategic and one financial transactions, compensation and nominating and corporate governance committees, (iii) the TPG Designee to serve on each such committee of the Board of Directors (other than the audit committee) strategic and financial transactions and nominating and corporate governance committees and (iiiiv) the Chief Executive Officer of the Company to serve as the Chairman of the strategic and financial transactions committee. The Shareholders Stockholders and the Company shall use their reasonable best efforts to take all necessary action to cause the memorandum certificate of incorporation and articles of association bylaws of the Company to provide that no action by a committee of the Board of a type referred to in Section 4.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a).