Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) The Issuer Board shall consist of five members. WCAS VII shall be entitled, but not required, to designate two members of the Issuer Board, WCAS VIII shall be entitled, but not required, to designate one member of the Issuer Board, and Limited Commerce shall be entitled, but not required, to designate two members of the Issuer Board. The right to designate a member or members of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom such right has been granted herein for its own benefit and account. Each Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Voting Securities or execute consents, as the case may be, and take all other necessary action (including causing the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 4.1(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer Board. (b) Each director designated pursuant to Section 4.1(a) shall have the right to serve as a member of any and all committees of the Issuer Board. The appointment and removal of a designated director shall be by written notice from the designating stockholder to the Issuer, and shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) Each of WCAS VII and WCAS VIII shall have the right to appoint a representative to attend as an observer (i) each and every meeting of the Issuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such board. The appointment and removal of such representatives shall be by written notice from WCAS VII or WCAS VIII, as the case may be, to the Issuer and shall take effect upon the delivery of written notice thereof to the Issuer at its principal office or at any meeting of the Issuer Board. (d) In addition to the rights et forth in Section 4.5 hereto, each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any information relating to the Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitled, at all reasonable times, to have access to the premises, books and records of the Issuer and its subsidiaries. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at any time, it is entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious to the Issuer, monetarily or otherwise, or (c) conviction for, or a guilty plea to, a felony.

Composition of the Board. (a) The Issuer Board shall consist of five members. WCAS VII shall be entitled, but not required, to designate two three members of the Issuer Board, WCAS VIII shall be entitled, but not required, to designate one member of the Issuer Board, and Limited Commerce shall be entitled, but not required, to designate two members of the Issuer Board. The right to designate a member or members of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom such right has been granted herein for its own benefit and account. Each Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Voting Securities or execute consents, as the case may be, and take all other necessary action (including causing the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 4.1(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer Board. (b) Each director designated pursuant to Section 4.1(a) shall have the right to serve as a member of any and all committees of the Issuer Board. The appointment and removal of a designated director shall be by written notice from the designating stockholder to the Issuer, and shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) Each of WCAS VII and WCAS VIII shall have the right to appoint a representative to attend as an observer (i) each and every meeting of the Issuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such board. The appointment and removal of such representatives shall be by written notice from WCAS VII or WCAS VIII, as the case may be, to the Issuer and shall take effect upon the delivery of written notice thereof to the Issuer at its principal office or at any meeting of the Issuer Board. (d) In addition to the rights et forth in Section 4.5 hereto, each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any information relating to the Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitled, at all reasonable times, to have access to the premises, books and records of the Issuer and its subsidiaries. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at any time, it is entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious to the Issuer, monetarily or otherwise, or (c) conviction for, or a guilty plea to, a felony.

Composition of the Board. 2.1.1. The Board of the Company shall comprise such number of Directors in the proportion of executive and non-executive directors as may be prescribed under Applicable Law. Further, the following parties shall have the following nomination rights to the extent the sanctity of constitution of the Board under Applicable Laws in maintained: (ai) the shareholders in Group 1 Shareholders shall collectively have the right to appoint 6 (six) Directors on the Board of the Company; (ii) the shareholders in Group 2 Shareholders shall collectively have the right to appoint 2 (two) Directors on the Board of the Company; (iii) the shareholders of Group 1 Shareholders and Group 2 Shareholders shall have the right to jointly appoint 2 (two) independent Directors on the Board of the Company; and (iv) the AGI Investors shall, till such time they collectively hold at least 4% (four percent) of the Share Capital, have the right to appoint 1 (one) Director on the Board of the Company (“AGI Director”). 2.1.2. Removal: Group 1 Shareholders and/or Group 2 Shareholders and/or the AGI Investor may remove any of the Directors nominated by them respectively, subject to the provisions of Applicable Law, without assigning any reason and nominate another Person as their Director, in its place with prior notice to Parties. The Issuer Board shall consist Parties shall, in accordance with Applicable Law, take or cause to be taken, all necessary actions including causing the necessary resolutions to be passed, as promptly as possible but within 7 (seven) Business Days of five members. WCAS VII shall be entitled, but not requiredsuch notice, to designate two members of the Issuer Board, WCAS VIII shall be entitled, but not required, give effect to designate one member of the Issuer Board, and Limited Commerce shall be entitled, but not required, to designate two members of the Issuer Board. The right to designate a member such nomination or members of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom such right has been granted herein for its own benefit and account. Each Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Voting Securities or execute consentsremoval, as the case may be, and take all other necessary action (including causing the Issuer to call a special meeting of stockholders) in order to ensure . It is agreed that the composition of the Board is as set forth in this Section 4.1(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII AGI Director shall not be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer Board. (b) Each director designated pursuant to Section 4.1(a) shall have the right to serve as a member of any and all committees of the Issuer Board. The appointment and removal of a designated director shall be retire by written notice from the designating stockholder to the Issuer, and shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) Each of WCAS VII and WCAS VIII shall have the right to appoint a representative to attend as an observer (i) each and every meeting of the Issuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such board. The appointment and removal of such representatives shall be by written notice from WCAS VII or WCAS VIII, as the case may be, to the Issuer and shall take effect upon the delivery of written notice thereof to the Issuer at its principal office or at any meeting of the Issuer Board. (d) In addition to the rights et forth in Section 4.5 hereto, each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any information relating to the Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis orrotation provided however, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitled, at all reasonable times, AGI Director is required to have access to the premises, books and records of the Issuer and its subsidiaries. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, retire by rotation at any time, it for any reason whatsoever, the Shareholders shall ensure that such AGI Director is entitled re- appointed at the same Shareholders’ meeting in which the AGI Director is required to vote for retire, unless the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious AGI Investors decide to the Issuer, monetarily or otherwise, or (c) conviction for, or a guilty plea to, a felonycontrary.

Composition of the Board. (a) The Issuer Board shall consist of five nine members. WCAS VII shall be entitled, but not required, to designate three members of the Issuer Board so long as it owns more than 20% of the Common Stock then outstanding. Limited Commerce and its Permitted Transferees (taken as a group) shall be entitled, but not required, to designate two members of the Issuer Board, WCAS VIII Board as long as they own more than 10% of the Common Stock then outstanding. Limited Commerce's right to designate members of the Issuer Board pursuant to this Section 4.01 shall terminate at such time as Limited Commerce and its Permitted Transferees (taken as a group) hold less than 5% of the Common Stock then outstanding. Limited Commerce and its Permitted Transferees (taken as a group) shall be entitled, but not required, to designate one member of the Issuer Board, as long as they own between 10% and Limited Commerce shall be entitled, but not required, to designate two members 5% of the Issuer Board. The right to designate a member or members of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom such right has been granted herein for its own benefit and accountCommon Stock then outstanding. Each Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Voting Securities or execute consents, as the case may be, and take all other necessary action (including causing the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 4.1(a4.01(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer Board. (b) Each director designated pursuant to Section 4.1(a) shall have the right to serve as a member of any and all committees of the Issuer Board. The appointment and removal of a designated director shall be by written notice from the designating stockholder to the Issuer, and shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) Each of WCAS VII and WCAS VIII shall have the right to appoint a representative to attend as an observer (i) each and every meeting of the Issuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such board. The appointment and removal of such representatives shall be by written notice from WCAS VII or WCAS VIII, as the case may be, to the Issuer and shall take effect upon the delivery of written notice thereof to the Issuer at its principal office or at any meeting of the Issuer Board. (d) In addition to the rights et forth in Section 4.5 hereto, each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any information relating to the Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitled, at all reasonable times, to have access to the premises, books and records of the Issuer and its subsidiaries. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at any time, it is entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a4.01(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious to the Issuer, monetarily or otherwise, or (c) conviction for, or a guilty plea to, a felony.

Composition of the Board. (a) Pre-IPO. The Issuer Board shall consist of five Directors of the Company (the "Board") shall, in accordance with the provisions of the Restated Articles, be comprised of no more than twenty members. WCAS VII shall be entitled, but not required, Prior to designate two members an IPO: (i) So long as Beacon holds (x) 51% or more of the Issuer Board, WCAS VIII shall be entitled, but not required, to designate one member number of the Issuer Board, and Limited Commerce shall be entitled, but not required, to designate two members shares of the Issuer Board. The right to designate a member or members of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom such right has been granted herein for its own benefit and account. Each Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Voting Securities or execute consents, as the case may be, and take all other necessary action (including causing the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 4.1(a). Notwithstanding the foregoing, if, Series D Preferred purchased by Beacon pursuant to the terms Purchase Agreement or (y) 5% or more of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Common Stock (the "Preferred StockPre-IPO Threshold"), Beacon shall have the right to designate two persons to serve as members of the Board, and in all other cases, the holders thereof are entitled to elect one member of a majority of the Issuer Boardoutstanding shares of Series D Preferred, WCAS VII including, for the purposes of this clause (i) holders of shares of Class C Common Stock into which shares of Series D Preferred have been converted, shall be entitled, but not required, have the right to expand the size designate two persons to serve as members of the Issuer Board (each, a "Beacon Director"); (ii) the holders of a majority of the outstanding shares of Class A Common Stock shall have the right to designate six persons to serve as members of the Board; provided, however, that the holders of the outstanding shares of Class A Common Stock hereby agree to designate each of the Senior Management Shareholders as three of the six members of the Board to seven members (including the member be elected by the holders of a majority of the Preferred Stock) outstanding Class A Common Stock for as long as, in each such Senior Management Shareholder's case, his employment agreement with the Company is in full force and designate one additional effect. Each Senior Management Shareholder shall offer to resign as a member of the Issuer Board. The term Board immediately upon termination of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously his employment with the expiration of the term of the member of the Issuer Board designated by Company, and the holders of the Preferred Stock, and Class A Common Stock agree to remove from the Issuer Board shall thereupon consist of five members as contemplated any Senior Management Shareholder who is no longer employed by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which Company; (iii) the holders of the Preferred Stock are entitled to elect one member a majority of the Issuer Board. (b) Each director designated pursuant to Section 4.1(a) outstanding shares of Class B Common Stock shall have the right to designate eight persons to serve as members of the Board (the "Class B Directors"); (iv) the holders of a majority of the outstanding shares of Series A Preferred, including, for the purposes of this clause (iv) shares of Class C Common Stock into which shares of Series A Preferred have been converted, shall have the right to designate one person to serve as a member of any and all committees the Board; (v) the holders of a majority of the Issuer Board. The appointment and removal outstanding shares of a designated director shall be by written notice from Series B Preferred, including, for the designating stockholder to the Issuerpurposes of this clause (v) shares of Class C Common Stock into which shares of Series B Preferred have been converted, and shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) Each of WCAS VII and WCAS VIII shall have the right to appoint designate one person to serve as a representative to attend as an observer (i) each and every meeting member of the Issuer Board and each subsidiary thereof and Board; and (iivi) each and every meeting the holders of any committee of any such board. The appointment and removal of such representatives shall be by written notice from WCAS VII or WCAS VIII, as the case may be, to the Issuer and shall take effect upon the delivery of written notice thereof to the Issuer at its principal office or at any meeting a majority of the Issuer Board. outstanding shares of Series C Preferred, including, for the purposes of this clause (dvi) In addition to the rights et forth in Section 4.5 heretoshares of Class C Common Stock into which shares of Series C Preferred have been converted, each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any information relating designate two persons to the Issuer or any subsidiary thereof serve as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements members of the Issuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitled, at all reasonable times, to have access to the premises, books and records of the Issuer and its subsidiariesBoard. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at any time, it is entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious to the Issuer, monetarily or otherwise, or (c) conviction for, or a guilty plea to, a felony.

Composition of the Board. (a) The Issuer Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing: (i) the Board shall consist take all necessary corporate action to increase the Total Number of five members. WCAS VII shall be entitledDirectors to eleven (11), but not required, to designate two members comprised of the Issuer Boardfive (5) Initial Investor Designees, WCAS VIII five (5) Company Designees and the Company’s chief executive officer; (ii) the Company shall be entitled, but not required, use commercially reasonable efforts to designate one member cause the resignations of two (2) individuals who are directors of the Issuer Board, and Limited Commerce shall be entitled, but not required, to designate two members of the Issuer Board. The right to designate a member or members of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom such right has been granted herein for its own benefit and account. Each Holder entitled to vote for the election of directors Company immediately prior to the Board agrees that it will vote all of its Voting Securities or execute consents, as Closing (other than the case may be, Company Designees and the Company’s chief executive officer); and (iii) the Company shall take all other necessary corporate action (including causing to appoint the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 4.1(a). Notwithstanding the foregoing, if, pursuant Initial Investor Designees to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer Board. (b) Each director designated pursuant From and after the Closing until the Sunset Date, subject to Section 4.1(a) the terms and conditions of this Article II, Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, up to five (5) individuals that meet the Designee Qualifications to serve as Directors (each such individual whom Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a member of any and Director shall be referred to herein as an “Investor Designee”); provided, that, at all committees times, at least two (2) of the Issuer Board. The appointment and removal of a designated director Investor Designees shall be Independent Investor Designees (except, if, Investor is only entitled to nominate four (4) Investor Designees, only one (1) of the Investor Designees shall be required to be an Independent Investor Designee, and, if, Investor is only entitled to nominate three (3) or fewer Investor Designees, no Investor Designees shall be required to be an Independent Investor Designee). Notwithstanding the foregoing provisions of this Section 2.1(b), the number of individuals that Investor shall be entitled to designate to serve as Directors pursuant to this Section 2.1(b) shall be adjusted, as applicable, immediately after any Transfer of Equity Securities of the Company by an Investor Entity and otherwise at each record date established by the Board with respect to any meeting of stockholders of the Company involving the election of Directors, to a number equal to the Percentage Interest of the Investor Entities multiplied by the Total Number of Directors at such time, rounded up to the nearest whole number; provided, that, (i) the number of Investor Designees shall not exceed five (5) individuals and (ii) on and after the Sunset Date, or the earlier date on which any Investor Entity intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the designating stockholder Company and a ten (10) Business Day opportunity to cure, the IssuerInvestor shall not be entitled to designate any individuals to serve as Directors, and no Investor Designee shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Boardbe entitled to serve as Director, in each case pursuant to this Agreement. (c) Each of WCAS VII From and WCAS VIII shall have after the right to appoint a representative to attend as an observer (i) each and every meeting Closing until the Sunset Date, the chief executive officer of the Issuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such board. The appointment and removal of such representatives Company shall be entitled to be nominated by written notice from WCAS VII or WCAS VIII, the Board for election as a Director (except as otherwise determined by the case may be, to the Issuer and shall take effect upon the delivery approval of written notice thereof to the Issuer at its principal office or at any meeting a majority of the Issuer Boardindependent directors, including a majority of the Independent Company Designees entitled to vote on such matter) (such Person, the “CEO Designee”). (d) In addition to From and after the rights et forth in Section 4.5 heretoClosing until the Sunset Date, each of WCAS VII and WCAS VIII the Independent Company Designees shall have the exclusive right to receivenominate persons on behalf of the Board for election at annual stockholders meetings for, within a reasonable time after its written request thereforor to fill vacancies in, any information relating to the Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriateall Director positions, including without limitation: other than (i) financial information the Investor Designees and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis orthe CEO Designee; provided, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitledthat, at all reasonable times, to have access to the premisesCompany Designees shall be Independent Company Designees, books and records unless otherwise determined by the Board (including, for so long as the Percentage Interest of the Issuer and its subsidiariesInvestor Entities is at least 25%, at least a majority of the Investor Designees entitled to vote on such matter). (e) Each If at any time Investor has designated fewer than the total number of WCAS VII and WCAS VIII individuals that Investor is then entitled to designate pursuant to Section 2.1(b), Investor shall have the right (but not the obligation) to designate such number of additional individuals who meet on a regular basis with the management personnel Designee Qualifications that Investor is entitled to so designate, in which case, any individuals nominated by or at the direction of the Issuer and its subsidiaries from time Board or any duly-authorized committee thereof for election as Directors to time and upon reasonable notice for fill any vacancy or newly created directorships on the purpose of consulting with, rendering advice, recommendations and assistance toBoard shall include such designees, and influencing, the management Company shall use its reasonable best efforts to (i) effect the election of such companies additional designees, whether by increasing the size of the Board or obtaining information regarding them or their operations, activities and prospectsotherwise, and expressing its views thereon(ii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. (f) If United States ERISA counsel for either WCAS VII Subject to Section 2.3, in the event that a vacancy is created at any time by the death, disability, retirement, removal or WCAS VIII reasonably concludes that resignation of any Investor Designee, any individual nominated or appointed by or at the rights granted direction of the Board or any duly-authorized committee thereof to WCAS VII or WCAS VIII, as the case may fill such vacancy shall be, in this agreement should and the Company shall use its reasonable best efforts to cause such vacancy to be altered in order filled by, a new designee of Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to preserve the qualification of WCAS VII or WCAS VIII fullest extent permitted by Law, at any time and from time to time, to accomplish the same as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any soon as possible following such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a wholedesignation. (g) The Issuer For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the stockholders of the Company, Investor shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use all its reasonable best efforts to take cause the election of such further action as may be necessary or advisable in order to give full effect individual to the rights being granted hereunder Board, including nominating such individual to WCAS VII and WCAS VIIIbe elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof. (h) Each Holder and the Issuer agrees that if, The Company shall at any time, it is entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's all times provide each Investor Designee (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established positioncapacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. Each Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms.The Company shall at all times provide each Investor Designee with compensation, benefits and reimbursement (bincluding of travel expenses) willful conduct which is significantly injurious that it provides to the IssuerCompany Designees. (i) From the date hereof until the Sunset Date, monetarily Investor may designate one (1) individual as an observer (the “Observer”) to attend each meeting of the Board and its committees in a non-voting capacity, subject to such individual’s prior execution and delivery to the Company of a customary confidentiality agreement in the form attached hereto as Exhibit C (as it may be reasonably modified from time to time by the Nominating and Corporate Governance Committee) and except when such attendance would present an actual or otherwisepotential conflict of interest (in the good faith determination of the Board or any committee thereof, or (c) conviction for, or a guilty plea to, a felonyas applicable).

Composition of the Board. (a) The Issuer Each Shareholder agrees that the Board shall consist of five members. WCAS VII shall directors, three of whom will be entitlednominated by the GTP Shareholders (two of whom will be GTP Shareholders, but not requiredand one of whom will be designated by the GTP Shareholders), to designate two members one of whom will be nominated by ▇▇▇▇▇▇▇, and one of whom will be the Chief Executive Officer of the Issuer Company appointed by the Board; provided that the GTP Shareholders may, WCAS VIII shall be entitledand, if required by a U.S. Government agency for whom the Company performs classified contracts, will, select as the third GTP Shareholder nominee a non-GTP Shareholder having considerable relevant business experience but not required, to designate one member no prior financial or contractual relationship with any of the Issuer Shareholders. The GTP nominees shall select the Chairman of the Board, and Limited Commerce shall be entitled, but not required, to designate two members of the Issuer Boardhave initially selected ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. The right rights of any group of Shareholders to designate a member or members nominate under this Section shall terminate when the number of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom shares of Common Stock held by such right has been granted herein for its own benefit and account. Each Holder entitled to vote for the election group of directors to the Board agrees that it will vote all Shareholders is less than 10% of its Voting Securities or execute consents, as the case may be, and take all other necessary action (including causing the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 4.1(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer BoardInitial Ownership. (b) Each director designated If the Company could continue to perform classified work in circumstances where the holders of the Class C Common Stock held instead an equal number of shares of Class A Common Stock, and such holders elect, pursuant to Section 4.1(a) shall 2.08 hereof, to have the shares of Class C Common Stock converted to shares of Class A Common Stock (which will automatically also cause all shares of Class B Common Stock to be converted to shares of Class A Common Stock): (i) the GTP Shareholders' right to serve nominate three directors will become a right of DLJMB Partners II to nominate such directors (at least one of whom shall be a GTP Shareholder so long as the Consulting Agreement (if it has previously been executed) and the Co-Investment Agreement (each as amended or supplemented) are still in effect), (ii) the GTP nominees' right to seats on committees will become a member of any and all committees right of the Issuer Board. The appointment and removal nominees of a designated director shall be by written notice from the designating stockholder to the IssuerDLJMB Partners II, and shall take effect upon (iii) the delivery of written notice thereof at DLJMB Entities will be obligated to vote for Board nominees as the Issuer's principal office or at any meeting of the Issuer BoardGTP Shareholders would under Section 2.01(c). (c) Each The GTP Shareholders and ▇▇▇▇▇▇▇ will be required to vote for the GTP nominees and the Chief Executive Officer unless the number of WCAS VII shares of Common Stock held by GTP Shareholders and WCAS VIII shall have the right to appoint a representative to attend as an observer (i) each and every meeting DLJMB Entities is less than 10% of the Issuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such board. The appointment and removal of such representatives shall be by written notice from WCAS VII or WCAS VIII, as the case may be, to the Issuer and shall take effect upon the delivery of written notice thereof to the Issuer at its principal office or at any meeting Initial Ownership of the Issuer BoardGTP Shareholders and the DLJMB Entities, and the GTP Shareholders and ▇▇▇▇▇▇▇ will be required to vote for the ▇▇▇▇▇▇▇ nominee unless and until the number of shares of Common Stock held by ▇▇▇▇▇▇▇ is less than 10% of ▇▇▇▇▇▇▇'▇ Initial Ownership. (d) In addition The rights to the rights et forth in nominate directors pursuant to Section 4.5 hereto2.01(a) and (b), each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any information relating to the Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or require other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitled, at all reasonable times, to have access to the premises, books and records of the Issuer and its subsidiaries. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at any time, it is entitled parties to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated therefor pursuant to Section 4.1(a) unless such removal 2.01(c), shall not be for Cause transferable by the GTP Shareholders, other than to their Permitted Transferees, and shall not be transferable by DLJMB Partners II or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious to the Issuer, monetarily or otherwise, or (c) conviction for, or a guilty plea to, a felony▇▇▇▇▇▇▇.

Composition of the Board. (a) The Issuer Board shall consist of five members. WCAS VII shall be entitled, but not required, to designate two members i. From and after the Common Shares Closing and until the conversion of the Issuer Board, WCAS VIII shall be entitled, but not required, to designate one member of the Issuer Board, and Limited Commerce shall be entitled, but not required, to designate two members of the Issuer Board. The right to designate a member or members of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom such right has been granted herein for its own benefit and account. Each Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Voting Securities or execute consents, as the case may be, and take all other necessary action (including causing the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 4.1(a). Notwithstanding the foregoing, if, Preferred Shares into Common Stock pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock Certificate of Designations (the "Preferred StockConversion"), each Stockholder shall vote all of its Stockholder Shares which are voting shares and any other voting securities of the holders thereof are entitled to elect one Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director, member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size a board committee or officer of the Issuer Board to seven members (including the member elected Company or otherwise, and including, without limitation, attendance at meetings in person or by the holders proxy for purposes of the Preferred Stock) obtaining a quorum and designate one additional member execution of the Issuer Board. The term written consents in lieu of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stockmeetings), and the Issuer Board Company shall thereupon consist of five members as contemplated by take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the first two sentences remainder of this Section 4.1(a); PROVIDED that 2: (1) The authorized number of directors on the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject estblished at eight directors; and (2) The following individuals shall be elected to the provisions of this Section 4.1(a)Board: (a) four representatives nominated by the Ginsburgs, at any subsequent time at which who shall initially be Harold Ginsburg, Sheilah Ginsburg, Ri▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and one ▇▇▇▇▇▇▇▇▇▇ r▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ be nominated by the holders of the Preferred Stock are entitled to elect one member of the Issuer BoardGinsburgs. (b) Each director designated pursuant two representatives nominated by Westar, and (c) two representatives who shall not be officers or employees of the Company or of Westar or related by blood or marriage to Section 4.1(aor affiliated with any of the Ginsburgs (the "Independent Directors") nominated mutually by the Stockholders; and (3) If at any time prior to the Conversion, Westar Transfers Shares to a Non-Affiliate, Westar shall have forfeit the right to nominate (a) one Board seat if it Transfers 40% or more but less than 75% of the Shares, which Board seat shall thereafter become an Independent Director seat, and (b) two Board seats if it Transfers 75% or more of the Shares. ii. After the Conversion, each Stockholder shall vote all of its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2: (1) The authorized number of directors on the Board shall be established at nine directors; and (2) The following individuals shall be elected to the Board: (a) three representatives nominated by the Ginsburgs, (b) three representatives nominated by Westar, (c) three representatives who shall be Independent Directors nominated mutually by the Stockholders; and (3) If at any time after the Conversion, Westar Transfers Shares of Common Stock (including those acquired upon Conversion) to a Non-Affiliate, Westar shall forfeit the right to nominate (a) one Board seat if it Transfers 25% or more but less than 45% of the Shares, which Board seat shall thereafter become an Independent Director seat, (b) two Board seats if it Transfers 45% or more but less than 70% of the Shares, which Board seats shall thereafter become Independent Director seats, and (c) three Board seats if it Transfers 70% of more of the Shares. iii. Any committees of the Board shall be created and the composition thereof determined only upon the approval of not less than one Ginsburg nominee, one Westar nominee and one Independent Director. iv. The removal from the Board (with or without cause) of any representative nominated hereunder shall be at the written request of the Person nominating such representative, but only upon such written request and under no other circumstances, subject to applicable law. v. In the event that any representative nominated hereunder resigns, is removed or otherwise ceases to serve as a member of any and all committees the Board during his term of office, the Issuer Board. The appointment and removal of a designated director resulting vacancy on the Board shall be filled by written notice from a representative nominated by the designating stockholder Person nominating such representative as provided hereunder. vi. No transferee of Stockholder Shares (including Common Stock issued upon Conversion), other than Permitted Transferees, shall have any right hereunder to cause any representatives to be appointed to the Issuer, and shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) Each of WCAS VII and WCAS VIII shall have the right to appoint a representative to attend as an observer (i) each and every meeting of the Issuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such boardvii. The appointment and removal Company agrees to include each such designated nominee to be added to or retained on the Board pursuant to this Agreement in the slate of such representatives shall be nominees recommended by written notice from WCAS VII or WCAS VIII, as the case may be, Board to the Issuer Company's stockholders for election as directors and shall take effect upon use its best efforts to cause the delivery election or reelection of written notice thereof each such nominee to the Issuer at its principal office or at any meeting of the Issuer Board. (d) In addition to the rights et forth in Section 4.5 hereto, each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any information relating to the Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitled, at all reasonable times, to have access to the premises, books and records of the Issuer and its subsidiaries. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at any time, it is entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities soliciting proxies in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because election of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious to the Issuer, monetarily or otherwise, or (c) conviction for, or a guilty plea to, a felonypersons.