Common use of Composition of the Board Clause in Contracts

Composition of the Board. The Board shall consist of nine members, of whom (i) three shall be nominated by the CSH Shareholders, (ii) two shall be nominated by the CSH Shareholders and shall be individuals which are not "Affiliates" or "Associates" (as those terms are used within the meaning of Rule 12b-2 of the General Rules and Regulations under the Exchange Act) of any Shareholder or its Affiliates, (iii) two shall be nominated by the CSH Shareholders and shall be individuals who are executive officers of the Company or its Subsidiaries and (iv) two shall be nominated by the Xxxxxxxxxxx Shareholders. Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its shares of Common Stock or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01; provided that, no Shareholder shall be required to vote for the CSH Shareholders' or the Xxxxxxxxxxx Shareholders' nominee(s) , as applicable, if the number of Shares held by the group of Shareholders, as applicable, making the nomination is, at the close of business on the day preceding such vote or execution of consents, (x) less than 5% of the outstanding number of Shares of Common Stock, in the case of the CSH Shareholders or (y) less than 50% of its Initial Ownership of Common Stock, in the case of the Xxxxxxxxxxx Shareholders.

Composition of the Board. The Board shall consist of nine members, of whom (i) three shall be nominated by the CSH Shareholders, (ii) two shall be nominated by the CSH Shareholders and shall be individuals which are not "Affiliates" or "Associates" (as those terms are used within the meaning of Rule 12b-2 of the General Rules and Regulations under the Exchange Act) of any Shareholder or its Affiliates, (iii) two shall be nominated by the CSH Shareholders and shall be individuals who are executive officers of the Company or its Subsidiaries and (iv) two shall be nominated by the Xxxxxxxxxxx Shareholders. Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its shares of Common Stock or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01; provided that, no Shareholder shall be required to vote for the CSH Shareholders' or the Xxxxxxxxxxx Shareholders' nominee(s) , as applicable, if the number of Shares held by the group of Shareholders, as applicable, making the nomination is, at the close of business on the day preceding such vote or execution of consents, (x) less than 5% of the outstanding number of Shares of Common Stock, in the case of the CSH Shareholders or (y) less than 50% of its Initial Ownership of Common Stock, in the case of the Xxxxxxxxxxx Shareholders. Section 2.02.

Composition of the Board. Committees. (a) The Board shall consist of nine seven members, of whom (i) three shall be nominated by the CSH Shareholders, (ii) two shall be nominated by DLJMB, one shall be nominated by each of CVC, MMI and the CSH Management Shareholders, and two shall be selected with the unanimous approval of the Institutional Shareholders and nominated by such Institutional Shareholders and shall be individuals which are not "Affiliates" or "Associates" (as those terms are used within the meaning of Rule 12b-2 of the General Rules and Regulations under the Exchange Act) of any Shareholder or its AffiliatesAffiliates (each, (iii) two shall be nominated by the CSH Shareholders and shall be individuals who are executive officers of the Company or its Subsidiaries and (iv) two shall be nominated by the Xxxxxxxxxxx Shareholdersan "independent director"). Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its shares of Common Stock or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01; provided that, that no Shareholder shall be required to vote for the CSH Shareholders' or the Xxxxxxxxxxx Shareholders' another Shareholder's nominee(s) , as applicable, if the number of Shares shares of Common Stock held by the Shareholder or group of Shareholders, as applicable, making the nomination (or, in the case of a nomination by DLJMB or CVC, of the DLJ Entities or the CVC Entities, respectively) is, at the close of business on the day preceding such vote or execution of consents, (x) less than 510% of such Shareholder's or group of Shareholders' (or the outstanding number of Shares of Common StockDLJ Entities' or the CVC Entities'), in the case of the CSH Shareholders or (y) less than 50% of its as applicable, Initial Ownership of Common Stock, in the case of the Xxxxxxxxxxx ShareholdersStock on a Fully Diluted basis.

Composition of the Board. The Board shall consist of nine members, of whom (i) three shall be nominated by the CSH Shareholders, (ii) two shall be nominated by the CSH Shareholders and shall be individuals which are not "Affiliates" or "Associates" (as those terms are used within the meaning of Rule 12b-2 of the General Rules and Regulations under the Exchange Act) of any Shareholder or its Affiliates, (iii) two shall be nominated by the CSH Shareholders and shall be individuals who are executive officers of the Company or its Subsidiaries and (iv) two shall be nominated by the Xxxxxxxxxxx Shareholders. Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its shares of Common Stock or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01; provided that, no Shareholder shall be required to vote for the CSH Shareholders' or the Xxxxxxxxxxx Shareholders' nominee(s) , as applicable, if the number of Shares held by the group of Shareholders, as applicable, making the nomination is, at the close of business on the day preceding such vote or execution of consents, less than (x) less than 5% of the outstanding number of Shares of Common Stock, in the case of the CSH Shareholders or (y) less than 50% of its Initial Ownership of Common Stock, in the case of the Xxxxxxxxxxx Shareholders.