Common use of Designees Clause in Contracts

Designees. (a) Upon the closing of the IPO, the Board shall consist of nine directors, including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, S. ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇ (the “Initial Directors”). Of the Initial Directors, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, S. ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ are each deemed to be designees of Q-Jagged Peak. From and after the closing of the IPO, the rights of Q-Jagged Peak to designate directors to the Board shall be as set forth in the remainder of this Section 2.2. (b) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to include the Chief Executive Officer of the Company. (c) The Company, Management Holdco and Management shall take all Necessary Action to cause the Board to include a number of directors designated by Q-Jagged Peak (each such director, a “Quantum Director”) such that: (i) at least a majority of the directors on the Board are Quantum Directors for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own at least 50% of the outstanding shares of Common Stock; (ii) at least 35% of the directors of the Board are Quantum Directors for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 50% but at least 25% of the outstanding shares of Common Stock; and (iii) at least one director of the Board is a Quantum Director for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 25% but at least 5% of the outstanding shares of Common Stock. If Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Q-Jagged Peak shall not be entitled to designate a nominee. For purposes of calculating the number of Quantum Directors that Q-Jagged Peak is entitled to designate pursuant to this Section 2.2(c), any fractional amounts shall automatically be rounded upward to the nearest whole number of Quantum Directors that is greater than such fractional amount, and any such calculations shall be made on a pro forma basis. For the avoidance of doubt, the rights granted to Q-Jagged Peak to designate members of the Board are additive to, and not intended to limit in any way, the rights that Q-Jagged Peak or its Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all Necessary Action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.2(c) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Quantum Director pursuant to this Agreement. (d) At any time the members of the Board are allocated among separate classes of directors, (i) the Quantum Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) after taking into account clause (i) of this Section 2.2(d), Q-Jagged Peak shall be permitted to designate the class or classes to which each Quantum Director shall be allocated. (e) Q-Jagged Peak shall have the right to remove any Quantum Director (with or without cause) appointed by it, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such removal. (f) In the event that a vacancy is created on the Board by the death, disability, resignation or removal (whether by Q-Jagged Peak or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Quantum Director, Q-Jagged Peak shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of Q-Jagged Peak immediately following the filling of such vacancy will not exceed the total number of persons Q-Jagged Peak is entitled to designate pursuant to Section 2.2(c) on the date of such replacement designation. The Company, Management Holdco and Management shall take all Necessary Action to cause such replacement designee to become a member of the Board. (g) If (i) at the time of any annual meeting of the Company held for the election of directors, Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 50% of the outstanding shares of Common Stock but more than 35% of the outstanding shares of Common Stock, then if requested by the Company, Quantum shall take such actions as are reasonably necessary to remove such excess Quantum Directors from the Board and (ii) at any time the number of Quantum Directors exceeds the number of Quantum Directors that Q-Jagged Peak is then entitled to designate to the Board and at such time Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 35% of the outstanding shares of Common Stock, then if requested by the Company, Quantum shall take such actions as are reasonably necessary to remove such excess Quantum Directors from the Board immediately.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of nine seven directors, including ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ (▇▇▇▇) ▇’▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, S. ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Initial Directors”). Of the Initial Directors, ▇▇(x) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. (▇▇▇▇, S. ) ▇’▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ are each deemed to be designees of Q-Jagged PeakCadent and (y) ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ are each deemed to be designees of Holdco. From and after the closing of the IPO, the rights of Q-Jagged Peak each of Cadent and Holdco to designate directors to the Board shall be as set forth in the remainder of this Section 2.22.1. (bi) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to include the Chief Executive Officer of the Company. (c) The Company, Management Holdco and Management shall take all Necessary Action to cause the Board to include a number of directors designated by Q-Jagged Peak Cadent (each such director, a “Quantum Cadent Director”) such that: (iA) at least a majority 50% of the directors on the Board are Quantum Cadent Directors for so long as Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own beneficially own at least 5020% of the outstanding shares of Common StockOutstanding Cactus Interests; (iiB) at least 35% of the directors of the Board are Quantum Directors for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 50% but at least 25% of the outstanding shares directors on the Board are Cadent Directors for so long as Cadent and its Affiliates collectively beneficially own less than 20% but at least 10% of Common Stockthe Outstanding Cactus Interests; and (iiiC) at least one director of on the Board is a Quantum Cadent Director for so long as Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own beneficially own less than 2510% but at least 5% of the outstanding shares of Common StockOutstanding Cactus Interests. If Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own less than 5% of the outstanding shares of Common StockOutstanding Cactus Interests, Q-Jagged Peak Cadent shall not be entitled to designate a nominee. (ii) The Company and Cadent shall take all Necessary Action to cause the Board to include a number of directors designated by Holdco (each such director, a “Holdco Director”) such that: (A) at least 50% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own at least 20% of the Outstanding Cactus Interests; (B) at least 25% of the directors on the Board are Holdco Directors for so long as Holdco and its Affiliates collectively beneficially own less than 20% but at least 10% of the Outstanding Cactus Interests; and (C) at least one director on the Board is a Holdco Director for so long as Holdco and its Affiliates collectively beneficially own less than 10% but at least 5% Outstanding Cactus Interests. If Holdco and its Affiliates collectively Beneficially Own less than 5% of the Outstanding Cactus Interests, Holdco shall not be entitled to designate a nominee. (iii) For purposes of calculating the number of Quantum Cadent Directors that Q-Jagged Peak Cadent is entitled to designate or Holdco Directors that Holdco is entitled to designate, as the case may be, pursuant to this Section 2.2(c2.1(b), any fractional amounts shall automatically be rounded upward to the nearest whole number of Quantum Cadent Directors or Holdco Directors, as applicable, that is greater than such fractional amount, and any such calculations shall be made on a pro forma basis. ; provided, however, that neither Cadent nor Holdco shall have the right to designate more than one half of the members of the Board. (iv) For the avoidance of doubt, the rights granted to Q-Jagged Peak each of Cadent and Holdco to designate members of the Board are additive to, and not intended to limit in any way, the respective rights that Q-Jagged Peak Cadent or its Holdco or their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. . (v) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all Necessary Action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.2(c2.1(b) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Quantum Cadent Director or a Holdco Director, as the case may be, pursuant to this Agreement. (dc) At any time the members of the Board are allocated among separate classes of directors, (i) the Quantum Cadent Directors and the Holdco Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) after taking into account clause (i) of this Section 2.2(d2.1(c), Q-Jagged Peak each of Cadent and Holdco shall be permitted to designate the class or classes to which each Quantum Cadent Director and Holdco, as applicable, shall be allocated. (ed) Q-Jagged Peak Cadent shall have the right to remove any Quantum Cadent Director (with or without cause) appointed by it, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such removal. Holdco shall have the right to remove any Holdco (with or without cause) appointed by it, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such removal. (fi) In the event that a vacancy is created on the Board by the death, disability, resignation or removal (whether by Q-Jagged Peak Cadent or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Quantum Cadent Director, Q-Jagged Peak Cadent shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of Q-Jagged Peak Cadent immediately following the filling of such vacancy will not exceed the total number of persons Q-Jagged Peak Cadent is entitled to designate pursuant to Section 2.2(c2.1(b) on the date of such replacement designation. The Company, Management Company and Holdco and Management shall take all Necessary Action to cause such replacement designee to become a member of the Board. (gii) In the event that a vacancy is created on the Board by the death, disability, resignation or removal (whether by Holdco or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Holdco Director, Holdco shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of Holdco immediately following the filling of such vacancy will not exceed the total number of persons Holdco is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and Cadent shall take all Necessary Action to cause such replacement designee to become a member of the Board. (i) If (iA) at the time of any annual meeting of the Company held for the election of directors, Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own less than 50% of the outstanding shares of Common Stock Outstanding Cactus Interests but more than 3525% of the outstanding shares of Common StockOutstanding Cactus Interests, then if requested by the Company, Quantum Cadent shall take such actions as are reasonably necessary to remove such excess Quantum Cadent Directors from the Board and (iiB) at any time the number of Quantum Cadent Directors exceeds the number of Quantum Cadent Directors that Q-Jagged Peak Cadent is then entitled to designate to the Board and at such time Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own less than 3525% of the outstanding shares of Common StockOutstanding Cactus Interests, then if requested by the Company, Quantum Cadent shall take such actions as are reasonably necessary to remove such excess Quantum Cadent Directors from the Board immediately. (ii) If (A) at the time of any annual meeting of the Company held for the election of directors, Holdco and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board and (B) at any time the number of Holdco Directors exceeds the number of Holdco Directors that Holdco is then entitled to designate to the Board and at such time Holdco and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Holdco shall take such actions as are reasonably necessary to remove such excess Holdco Directors from the Board immediately.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of nine six directors, including ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ (▇▇▇▇) O’▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, S. ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇ (the “Initial Directors”). Of the Initial Directors, ▇▇(x) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. (▇▇▇▇, S. ) ▇’▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ are each deemed to be designees of Q-Jagged PeakCadent and (y) ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ are each deemed to be designees of Management Holdco. From and after the closing of the IPO, the rights of Q-Jagged Peak each of Cadent and Management Holdco to designate directors to the Board shall be as set forth in the remainder of this Section 2.22.1. (bi) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to include the Chief Executive Officer of the Company. (c) The Company, Management Holdco and Management shall take all Necessary Action to cause the Board to include a number of directors designated by Q-Jagged Peak Cadent (each such director, a “Quantum Cadent Director”) such that: (iA) at least a majority 50% of the directors on the Board are Quantum Cadent Directors for so long as Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own beneficially own at least 5020% of the outstanding shares of Common StockOutstanding Cactus Interests; (iiB) at least 35% of the directors of the Board are Quantum Directors for so long as Q-Jagged Peak and its Affiliates collectively Beneficially Own less than 50% but at least 25% of the outstanding shares directors on the Board are Cadent Directors for so long as Cadent and its Affiliates collectively beneficially own less than 20% but at least 10% of Common Stockthe Outstanding Cactus Interests; and (iiiC) at least one director of on the Board is a Quantum Cadent Director for so long as Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own beneficially own less than 2510% but at least 5% of the outstanding shares of Common StockOutstanding Cactus Interests. If Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own less than 5% of the outstanding shares of Common StockOutstanding Cactus Interests, Q-Jagged Peak Cadent shall not be entitled to designate a nominee. (ii) The Company and Cadent shall take all Necessary Action to cause the Board to include a number of directors designated by Management Holdco (each such director, a “Management Holdco Director”) such that: (A) at least 50% of the directors on the Board are Management Holdco Directors for so long as Management Holdco and its Affiliates collectively beneficially own at least 20% of the Outstanding Cactus Interests; (B) at least 25% of the directors on the Board are Holdco Directors for so long as Management Holdco and its Affiliates collectively beneficially own less than 20% but at least 10% of the Outstanding Cactus Interests; and (C) at least one director on the Board is a Holdco Director for so long as Management Holdco and its Affiliates collectively beneficially own less than 10% but at least 5% Outstanding Cactus Interests. If Management Holdco and its Affiliates collectively Beneficially Own less than 5% of the Outstanding Cactus Interests, Management Holdco shall not be entitled to designate a nominee. (iii) For purposes of calculating the number of Quantum Cadent Directors that Q-Jagged Peak Cadent is entitled to designate or Management Holdco Directors that Management Holdco is entitled to designate, as the case may be, pursuant to this Section 2.2(c2.1(b), any fractional amounts shall automatically be rounded upward to the nearest whole number of Quantum Cadent Directors or Management Holdco Directors, as applicable, that is greater than such fractional amount, and any such calculations shall be made on a pro forma basis. ; provided, however, that neither Cadent nor Management Holdco shall have the right to designate more than one half of the members of the Board. (iv) For the avoidance of doubt, the rights granted to Q-Jagged Peak each of Cadent and Management Holdco to designate members of the Board are additive to, and not intended to limit in any way, the respective rights that Q-Jagged Peak Cadent or its Management Holdco or their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. . (v) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all Necessary Action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.2(c2.1(b) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Quantum Cadent Director or a Management Holdco Director, as the case may be, pursuant to this Agreement. (dc) At any time the members of the Board are allocated among separate classes of directors, (i) the Quantum Cadent Directors and the Management Holdco Directors shall be evenly distributed in different classes of directors to the extent practicable and (ii) after taking into account clause (i) of this Section 2.2(d2.1(c), Q-Jagged Peak each of Cadent and Management Holdco shall be permitted to designate the class or classes to which each Quantum Cadent Director and Management Holdco, as applicable, shall be allocated. (ed) Q-Jagged Peak Cadent shall have the right to remove any Quantum Cadent Director (with or without cause) appointed by it, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such removal. Management Holdco shall have the right to remove any Management Holdco (with or without cause) appointed by it, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such removal. (fi) In the event that a vacancy is created on the Board by the death, disability, resignation or removal (whether by Q-Jagged Peak Cadent or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Quantum Cadent Director, Q-Jagged Peak Cadent shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of Q-Jagged Peak Cadent immediately following the filling of such vacancy will not exceed the total number of persons Q-Jagged Peak Cadent is entitled to designate pursuant to Section 2.2(c2.1(b) on the date of such replacement designation. The Company, Company and Management Holdco and Management shall take all Necessary Action to cause such replacement designee to become a member of the Board. (gii) In the event that a vacancy is created on the Board by the death, disability, resignation or removal (whether by Management Holdco or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Management Holdco Director, Management Holdco shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of Management Holdco immediately following the filling of such vacancy will not exceed the total number of persons Management Holdco is entitled to designate pursuant to Section 2.1(b) on the date of such replacement designation. The Company and Cadent shall take all Necessary Action to cause such replacement designee to become a member of the Board. (i) If (iA) at the time of any annual meeting of the Company held for the election of directors, Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own less than 50% of the outstanding shares of Common Stock Outstanding Cactus Interests but more than 3525% of the outstanding shares of Common StockOutstanding Cactus Interests, then if requested by the Company, Quantum Cadent shall take such actions as are reasonably necessary to remove such excess Quantum Cadent Directors from the Board and (iiB) at any time the number of Quantum Cadent Directors exceeds the number of Quantum Cadent Directors that Q-Jagged Peak Cadent is then entitled to designate to the Board and at such time Q-Jagged Peak Cadent and its Affiliates collectively Beneficially Own less than 3525% of the outstanding shares of Common StockOutstanding Cactus Interests, then if requested by the Company, Quantum Cadent shall take such actions as are reasonably necessary to remove such excess Quantum Cadent Directors from the Board immediately. (ii) If (A) at the time of any annual meeting of the Company held for the election of directors, Management HoldCo and its Affiliates collectively Beneficially Own less than 50% of the Outstanding Cactus Interests but more than 25% of the Outstanding Cactus Interests, then if requested by the Company, Management HoldCo shall take such actions as are reasonably necessary to remove such excess Management HoldCo Directors from the Board and (B) at any time the number of Management HoldCo Directors exceeds the number of Management HoldCo Directors that Management HoldCo is then entitled to designate to the Board and at such time Management HoldCo and its Affiliates collectively Beneficially Own less than 25% of the Outstanding Cactus Interests, then if requested by the Company, Management HoldCo shall take such actions as are reasonably necessary to remove such excess Management HoldCo Directors from the Board immediately.