Common use of Board Nomination Clause in Contracts

Board Nomination. (a) The Company agrees to appoint Xxxxxxx X. Xxxxxxxxx to the Board of Directors as the initial Purchaser Designee effective as of the Closing by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Atairos Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time); provided that during the Standstill Period, the Purchaser shall nominate Xxxxxxx X. Xxxxxxxxx as the Purchaser Designee for so long as such individual serves and is capable of serving as the Chairman and Chief Executive Officer of Atairos Management on a substantially full-time basis. Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors under this Section 4.07(a) from and after such time as the Atairos Group collectively Beneficially Owns less than the greater of (i) 66.7% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, combination, recapitalization or similar event with respect to the Company Common Stock, and excluding from the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) and (ii) 4% of the number of shares of Company Common Stock then outstanding, assuming issuance upon conversion of the Notes Beneficially Owned by the Atairos Group of the shares of Company Common Stock Beneficially Owned by the Atairos Group at such time (and, for the avoidance of doubt, including in the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) (the greater of amounts set forth in the foregoing clauses (i) and (ii) of this Section 4.07(a), the “Minimum Ownership Threshold”), solely in the case of the loss of the Purchaser’s rights under this Section 4.07(a) pursuant to the foregoing clause (ii) of this Section 4.07(a), unless and until such time as the Atairos Group collectively Beneficially Owns a number of shares of Company Common Stock that equals or exceeds the Minimum Ownership Threshold (provided that as of such time the Purchaser has not irrevocably waived in a writing delivered to the Company all of its board nomination rights pursuant to this Agreement). For the avoidance of doubt, (A) if at any time the Purchaser’s rights under this Section 4.07(a) lose effect, the then-serving Purchaser Designee may continue to serve as a member of the Board of Directors until the Company’s next meeting of stockholders or action by written consent at which directors are to be elected, and (B) the Purchaser’s rights under this Section 4.07(a) may become effective and/or lose effect from time to time and any number of times.

Board Nomination. (a) The Company agrees to appoint Xxxxxxx X. Xxxxxxxxx Zxxxxxx Xxxx to the Board of Directors as the initial Purchaser Designee effective as of no later than forty-five days after the Closing Date by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. Between the Closing and such appointment, Zxxxxxx Xxxx shall be entitled to attend meetings of the Board of Directors as a non-voting observer and receive all notices of such meetings and related materials provided to the members of the Board of Directors (in each case, except to the extent that such attendance or receipt of notices or materials reasonably would be expected to result in the Company's inability to exercise attorney-client privilege). The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of selected by the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Atairos Group does Purchaser and its Affiliates, collectively, do not fall below the Minimum Ownership Threshold (as defined below) at any point in time); provided that during the Standstill Period, the Purchaser shall nominate Xxxxxxx X. Xxxxxxxxx as the Purchaser Designee for so long as such individual serves and is capable of serving as the Chairman and Chief Executive Officer of Atairos Management on a substantially full-time basis. Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors under this Section 4.07(a) from and after such time as the Atairos Group Purchaser and its Affiliates collectively hold or Beneficially Owns Own less than the greater of (i) 66.750% of the number of outstanding shares of Company Common Stock Conversion Shares Beneficially Owned by the Purchaser as of the Closing Date on an as-converted basis (assuming any Subject Securities Beneficially Owned by such Person and its Affiliates collectively immediately following the Closing are converted on a fully physical settlement basis) (as equitably adjusted for any stock split, reverse stock split, combination, recapitalization or similar event with respect to the Company Common Stock, and excluding from the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) and (ii) 4% of the number of shares of Company Common Stock then outstanding, assuming issuance upon conversion of the Notes Beneficially Owned by the Atairos Group of the shares of Company Common Stock Beneficially Owned by the Atairos Group at such time (and, for the avoidance of doubt, including in the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) (the greater of amounts set forth in the foregoing clauses (i) and (ii) of this Section 4.07(a), the “"Minimum Ownership Threshold”"), solely in the case of the loss of the Purchaser’s rights under this Section 4.07(a) pursuant to the foregoing clause (ii) of this Section 4.07(a), unless and until such time as the Atairos Group collectively Beneficially Owns a number of shares of Company Common Stock that equals or exceeds the Minimum Ownership Threshold (provided that as of such time the Purchaser has not irrevocably waived in a writing delivered to the Company all of its board nomination rights pursuant to this Agreement). For the avoidance of doubt, (A) if at any time the Purchaser’s rights under this Section 4.07(a) lose effect, the then-serving Purchaser Designee may continue to serve as a member of the Board of Directors until the Company’s next meeting of stockholders or action by written consent at which directors are to be elected, and (B) the Purchaser’s rights under this Section 4.07(a) may become effective and/or lose effect from time to time and any number of times.

Board Nomination. (aSection 4.07(a) of the Investment Agreement is hereby restated to read as follows: “The Company agrees to appoint Xxxxxxx X. Xxxxxxxxx to the Board of Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c) by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Atairos Silver Lake Group does not fall below collectively Beneficially Owns a number of shares of Company Common Stock equal to or greater than the Minimum Ownership Threshold (as defined below) at any such point in time); provided that during the Standstill Period, the Purchaser shall nominate Xxxxxxx X. Xxxxxxxxx as the Purchaser Designee for so long as such individual serves and is capable of serving as the Chairman and Chief Executive Officer of Atairos Management on a substantially full-time basis. Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors under this Section 4.07(a) from and after during any such time as the Atairos Silver Lake Group collectively Beneficially Owns less than the greater of (i) 66.7% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, combination, recapitalization or similar event with respect to the Company Common Stock, and excluding from the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) and (ii) 4% of the number of shares of Company Common Stock then outstanding, outstanding assuming issuance upon conversion of the Notes Beneficially Owned by the Atairos Silver Lake Group of the shares of Company Common Stock Beneficially Owned by the Atairos Silver Lake Group at such time (and, for the avoidance of doubt, including in the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) (the greater of amounts set forth in the foregoing clauses (i) and (ii) of this Section 4.07(a), the “Minimum Ownership Threshold”), solely in the case of the loss of the Purchaser’s rights under this Section 4.07(a) pursuant to the foregoing clause (ii) of this Section 4.07(a), unless and until such time as the Atairos Silver Lake Group collectively Beneficially Owns a number of shares of Company Common Stock that equals or exceeds the Minimum Ownership Threshold (provided provided, that as of such time the Purchaser has not irrevocably waived in a writing delivered to the Company all of its board nomination rights pursuant to this Agreement). For the avoidance of doubt, (A) if at any time the Purchaser’s rights under this Section 4.07(a) lose effect, the then-serving Purchaser Designee may continue to serve as a member of the Board of Directors until the Company’s next meeting of stockholders or action by written consent at which directors are to be elected, and (B) the Purchaser’s rights under this Section 4.07(a) may become effective and/or lose effect from time to time and any number of times.”

Board Nomination. (a) The Company agrees to appoint Xxxxxxx X. Xxxxxxxxx Xxxx to the Board of Directors as the initial Purchaser Designee effective as of no later than forty-five days after the Closing Date by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. Between the Closing and such appointment, Xxxxxxx Xxxx shall be entitled to attend meetings of the Board of Directors as a non-voting observer and receive all notices of such meetings and related materials provided to the members of the Board of Directors (in each case, except to the extent that such attendance or receipt of notices or materials reasonably would be expected to result in the Company's inability to exercise attorney-client privilege). The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of selected by the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Atairos Group does Purchaser and its Affiliates, collectively, do not fall below the Minimum Ownership Threshold (as defined below) at any point in time); provided that during the Standstill Period, the Purchaser shall nominate Xxxxxxx X. Xxxxxxxxx as the Purchaser Designee for so long as such individual serves and is capable of serving as the Chairman and Chief Executive Officer of Atairos Management on a substantially full-time basis. Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors under this Section 4.07(a) from and after such time as the Atairos Group Purchaser and its Affiliates collectively hold or Beneficially Owns Own less than the greater of (i) 66.750% of the number of outstanding shares of Company Common Stock Conversion Shares Beneficially Owned by the Purchaser as of the Closing Date on an as-converted basis (assuming any Subject Securities Beneficially Owned by such Person and its Affiliates collectively immediately following the Closing are converted on a fully physical settlement basis) (as equitably adjusted for any stock split, reverse stock split, combination, recapitalization or similar event with respect to the Company Common Stock, and excluding from the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) and (ii) 4% of the number of shares of Company Common Stock then outstanding, assuming issuance upon conversion of the Notes Beneficially Owned by the Atairos Group of the shares of Company Common Stock Beneficially Owned by the Atairos Group at such time (and, for the avoidance of doubt, including in the shares of Company Common Stock deemed to be Beneficially Owned by the Atairos Group at such time for such purpose any shares of Company Common Stock Beneficially Owned by the Atairos Group at such time solely by reason of the Voting Agreement) (the greater of amounts set forth in the foregoing clauses (i) and (ii) of this Section 4.07(a), the “"Minimum Ownership Threshold”"), solely in the case of the loss of the Purchaser’s rights under this Section 4.07(a) pursuant to the foregoing clause (ii) of this Section 4.07(a), unless and until such time as the Atairos Group collectively Beneficially Owns a number of shares of Company Common Stock that equals or exceeds the Minimum Ownership Threshold (provided that as of such time the Purchaser has not irrevocably waived in a writing delivered to the Company all of its board nomination rights pursuant to this Agreement). For the avoidance of doubt, (A) if at any time the Purchaser’s rights under this Section 4.07(a) lose effect, the then-serving Purchaser Designee may continue to serve as a member of the Board of Directors until the Company’s next meeting of stockholders or action by written consent at which directors are to be elected, and (B) the Purchaser’s rights under this Section 4.07(a) may become effective and/or lose effect from time to time and any number of times.