Common use of Designation of Directors Clause in Contracts

Designation of Directors. Following the Closing Date: (i) Apache shall have the right to designate to the Board one (1) director for so long as Apache and its Affiliates Beneficially Own 10% or more of the outstanding Shares (the director designated by Apache, the “Apache Director”); (ii) I Squared shall have the right to designate to the Board (A) two (2) directors for so long as I Squared and its Affiliates Beneficially Own 20% or more of the outstanding Shares and (B) one (1) director for so long as I Squared and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by I Squared, the “I Squared Directors”); and (iii) Blackstone shall have the right to designate to the Board on the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by Blackstone, the “Blackstone Directors”). (iv) Apache shall have the one-time right to designate to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent Director. (v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.

Designation of Directors. Following (a) Subject to Section 2.1.4, upon the Closing DateClosing, the Lockup Parties shall be entitled to designate two (2) directors (such persons designated, each a “New Shareholder Director” and collectively the “New Shareholder Directors”) (who shall be as set out in a written notice to the Company signed by the New Shareholders holdings a majority of the New Shares, subject to the criteria in Section 2.1.4 below), and thereafter, the New Shareholders shall be entitled to continue to designate two (2) directors subject to the terms herein. (b) Notwithstanding anything herein to the contrary, in the event that (a) the Company issues Company Shares in accordance with Section 2.4.1, (b) the New Shareholders exercise the tag-along rights provided in Section 4.1 or (c) the New Shareholders Transfer any Company Shares to the First Offer Holder in accordance with Section 4.4, and, in each case, as a result, the collective percentage of Outstanding Company Shares beneficially owned by the New Shareholders is reduced (other than as a result of an issuance in connection with any equity incentive plan or similar arrangement), the New Shareholders’ right to designate New Shareholder Directors shall be adjusted as follows: (i) Apache shall have the right to designate to the Board one (1) director for so long as Apache and its Affiliates Beneficially Own 10the New Shareholders beneficially own, collectively, at least 20% or more of the outstanding Shares (the director designated by ApacheOutstanding Company Shares, the “Apache Director”)New Shareholders shall be entitled to collectively designate two (2) New Shareholder Directors; (ii) I Squared shall have the right to designate to the Board (A) two (2) directors for so long as I Squared and its Affiliates Beneficially Own 20% or more of the outstanding Shares and (B) one (1) director for so long as I Squared and its Affiliates Beneficially Own New Shareholders beneficially own, collectively, at least 10% or more but less than 20% of the outstanding Shares (the directors designated by I SquaredOutstanding Company Shares, the “I Squared Directors”)New Shareholders shall be entitled to collectively designate one (1) New Shareholder Director; and (iii) Blackstone once the New Shareholders beneficially own, collectively, less than 10% of the Outstanding Company Shares, the New Shareholders shall cease to have the right to designate to the Board on the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by Blackstone, the “Blackstone any New Shareholder Directors”). (ivc) Apache If at any time the number of directors entitled to be designated pursuant to this Section 2.1.2 increases or decreases, the Company shall have the one-time right to designate provide written notice to the Board on the Closing Date two New Shareholders. Within ten (210) directors who qualify as independent under the listing rules Business Days of the National Securities Exchange (each an “Independent Director”); providedreceipt of such notice, that Raptor shall be entitled to reject one such proposed designee andthe New Shareholders holding a majority of New Shares shall, in the event case of such rejectionincreases, Apache shall have provide the right Company with the name of the New Shareholder Director (and any additional information the Company may reasonably request to designate an alternative Independent Director. (vmake the determinations provided in Section 2.1.4) Blackstone shall have the one-time right to designate be designated to the Company Board, Holdings Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, and Limited Board in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Directoraccordance with Sections 2.1.4 and 2.1.

Designation of Directors. Following The Board of Directors shall generally act with respect to Company matters (including subsidiary and Fund matters) in a manner similar to that of the Closing Dateboard of directors of a corporation, and specifically: (i) Apache Except as expressly provided to the contrary below, (A) the Board of Directors shall at all times consist of seven members, each of whom will be designated annually as hereinafter provided, (B) subject to Sections 6.1(c)(ii), (iii) and (iv), all Directors shall be elected by the Members on a plurality basis and (C) at least four of the members shall (1) have relevant industry experience and (2) be Independent. (ii) For as long as L▇▇▇▇▇ and its Affiliates in the aggregate own Membership Interests with an aggregate Sharing Ratio that is equal to or greater than 34% of the aggregate Sharing Ratio of the Membership Interests owned by L▇▇▇▇▇ and its Affiliates immediately following the Effective Date, L▇▇▇▇▇ shall have the right to designate two Directors to the Board of Directors, one (1) director of which shall be Independent; and for so as long as Apache L▇▇▇▇▇ and its Affiliates Beneficially Own 10in the aggregate own Membership Interests with an aggregate Sharing Ratio that is equal to or greater than 20% or more but less than 34% of the outstanding Shares (Membership Interests owned by L▇▇▇▇▇ and its Affiliates immediately following the director designated by ApacheEffective Date, the “Apache Director”); (ii) I Squared L▇▇▇▇▇ shall have the right to designate one Director to the Board of Directors (Asuch designees are referred to herein as the “L▇▇▇▇▇ Directors”); (iii) For as long as Ospraie and its Affiliates in the aggregate own Membership Interests with an aggregate Sharing Ratio that is equal to or greater than 34% of the aggregate Sharing Ratio of the Membership Interests owned by Ospraie and its Affiliates immediately following the Transfer Closing Date, Ospraie shall have the right to designate a total of two Directors to the Board of Directors, one of which shall be an Independent Director; and for as long as Ospraie and its Affiliates in the aggregate own Membership Interests with an aggregate Sharing Ratio that is equal to or greater than 20% but less than 34% of the Membership Interests owned by Ospraie and its Affiliates immediately following the Effective Date, Ospraie shall have the right to designate a total of one Director to the Board of Directors (2such designees are referred to herein as the “Ospraie Directors”; and together with the L▇▇▇▇▇ Directors, the “Investor Directors”); (iv) directors for For so long as I Squared and its Affiliates Beneficially Own 20% or more either of the outstanding Shares and (B) one (1) director for so long as I Squared and its Affiliates Beneficially Own 10% or more but less than 20% Management Investors shall be employees of the outstanding Shares (the directors designated by I SquaredCompany, the Management Investors shall designate one Director to the Board of Directors, which designee shall be a Management Investor or another Person reasonably acceptable to the Institutional Investors (such designee is referred to herein as the “I Squared DirectorsManagement Director”); and (iiiv) Blackstone The Investor Directors and the Management Director shall mutually designate two additional Directors to the Board of Directors, each of which shall be Independent Directors. Commencing on the date hereof, the Board of Directors shall be composed of such designees, each of whom shall serve until his successor is duly selected in accordance with this Agreement and qualified or until such individual’s death, resignation or removal. (vi) The Board of Directors member initially designated by the Management Investors is S▇▇▇▇ ▇. ▇▇▇▇▇. The Board of Directors members initially designated by L▇▇▇▇▇ are J. R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. The Board of Directors members initially designated by Ospraie are J▇▇▇ ▇▇▇▇▇▇ and ______. All such designations by the Institutional Investors shall be effective at 9:00 a.m. New York City time on the day immediately following consummation of the Exchange Offer. The Board of Directors members initially designated by the Investor Directors and the Management Director are M▇▇▇ ▇. ▇▇▇▇▇▇ and [J▇▇▇▇ ▇▇▇▇▇▇,] [S.▇. ▇▇▇▇▇▇▇ ▇▇]. The Board of Directors shall appoint a chairman from among them (the “Chairman”). Initially, the Chairman shall be S▇▇▇▇ ▇. ▇▇▇▇▇. Each member of the Board of Directors will serve until his successor has been designated or until his earlier death, resignation or removal as provided below. (vii) Each of the Institutional Investors and the Management Investors shall have the right power and authority to designate remove any member of the Board of Directors appointed by it by delivering written notice of such removal to the Board other and to the Company. Vacancies on the Closing Date Board of Directors shall be filled by the Members that appointed the Board of Directors member previously holding the position that is then vacant. (Aviii) three Each Board of Directors member shall be entitled to cast one vote with respect to any decision made by the Board of Directors. The Board of Directors shall meet no less often than quarterly at the offices of the Company or at such other places as it shall determine (3unless such meeting shall be waived by all members thereof) directors or on the call of any two members upon five Business Days’ notice to all members. Participation in a meeting of the Board of Directors pursuant to this Section 6.1(c)(viii) shall constitute presence in person at such meeting and shall constitute a waiver of notice of such meeting, except where a member so attends a meeting of the Board of Directors for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. The Board of Directors may conduct its meetings through the use of any means of communication by which all members participating may hear each other during the meeting. An agenda for each meeting shall be prepared in advance by the Chairman but any matter, whether or not on the agenda, may properly come before the meeting. At all meetings of the Board of Directors, the presence of a majority of all members of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. At a meeting at which a quorum is present, the act of a majority of all members of the Board of Directors (not merely a majority of the quorum) shall be the act of the Board of Directors; provided, however, that if a quorum shall not be present at any meeting of the Board of Directors, the members present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting any business may be transacted that might have been transacted at the meeting as originally convened. (ix) Any action that may be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so long taken, shall be signed by the members of the Board of Directors holding at least the minimum percentage of the aggregate votes entitled to be cast that would be necessary to take such action at a meeting of the Board of Directors at which all members of the Board of Directors entitled to vote on the action were present and voted. Prompt notice of the taking any action by the Board of Directors without a meeting by less than the unanimous written consent shall be given to those members who did not consent in writing to the action. A telegram, telex, cablegram, or similar transmission by a Director, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Director, shall be regarded as Blackstone and its Affiliates Beneficially Own 30% signed by the Director for purposes of this Section 6.1(b)(ix). (x) The Board of Directors may designate one or more committees, each such committee consisting of one or more of the outstanding Sharesmembers of the Board of Directors. Subject to the rules of any stock exchange or self-regulatory organization, each committee shall consist of a number of L▇▇▇▇▇ and Ospraie representatives proportionate to the L▇▇▇▇▇ and Ospraie representation on the Board of Directors, and in each case not less than one L▇▇▇▇▇ representative and one Ospraie representative. The Board of Directors shall have, at a minimum, audit and conflicts committees (the “Audit Committee” and “Conflicts Committee,” respectively). The initial members of the Audit Committee shall be M▇▇▇ ▇. ▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. and [______]. The initial members of the Conflicts Committee shall be J▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. and [Ospraie designee]. Any member of the Audit Committee may also serve on the Conflicts Committee. Any committee designated by the Board of Directors shall have and may exercise such of the powers and authority of the Board of Directors in the management of the business and affairs of the Company as may be provided in such resolution, except that no such committee shall have the power or authority of the Board of Directors with regard to amending this Agreement. Such committee or committees shall have such limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. Any committee designated in accordance with this Section 6.1(b)(x) shall choose its own chairman and secretary, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by such rules or procedures, or by resolution of such committee or the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and the affirmative vote of a majority of all the members (not merely a majority of the quorum) shall be necessary for the adoption of any resolution. The Board of Directors may designate one or more members of the Board of Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. (xi) Without limiting the applicability of any other provision of this Agreement, including the other provisions of this Article 6, the following provisions shall be applicable to the Board of Directors and the members thereof: (A) The Board of Directors and the members thereof and the decisions of the Board of Directors shall have the benefit of the business judgment rule to the same extent as the Board of Directors, such members and such decisions would have the benefit of such rule if the Board of Directors were a Board of Directors of a Delaware corporation; and (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% Except to the extent expressly provided to the contrary in Section 6.2, the members of the outstanding Shares Board of Directors shall have the same duties of care and (C) one (1) director for so long loyalty as Blackstone and its Affiliates Beneficially Own 10% or more such persons would have if such persons were Directors of a Delaware corporation, but less than 20% in no event shall any member of the outstanding Shares Board of Directors be liable for any action or inaction for which indemnification is provided under Section 6.4. (xii) In the directors event that a vote of the Members is required to appoint a Director of the Company, each Member agrees to vote for the Directors designated by Blackstone, the “Blackstone Directors”in accordance with this Section 6.1(b)(xii). (ivxiii) Apache shall have the one-time right to designate to Members of the Board of Directors who are employees of the Company or employees of the Institutional Investors will not be paid any fee for serving on the Closing Date two (2) directors who qualify as independent under the listing rules Board of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall Directors but will be entitled to reject one such proposed designee and, reimbursement for reasonable out-of-pocket expenses in attending meetings of the event Board of such rejection, Apache shall have the right to designate an alternative Independent DirectorDirectors. (vxiv) Blackstone shall have the one-time right to designate to Regular meetings of the Board on the Closing Date two (2) Independent Directors; provided, that Apache of Directors shall be entitled held quarterly at such times and places as the Board of Directors may from time to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Directortime determine.

Designation of Directors. Following the Closing Date: (i) Apache The Apollo Group shall have the right to designate to the Board one up to: (1i) director for no fewer than that number of Directors that would constitute a majority of the number of Directors that the Company would have if there were no vacancies on the Board, so long as Apache and its Affiliates Beneficially Own 10the Apollo Group collectively beneficially owns at least 50% or more of the outstanding Shares (voting power of all the director designated by Apacheshares of the Company; provided, that nothing in this Section 8(b)(i) shall be construed to limit the “Apache Director”)right of the Apollo Group to designate a number of such Directors that is less than the number Directors the Apollo Group would be entitled to designate pursuant to applicable law and the Company's charter and bylaws; (ii) I Squared shall have 4 Directors (consisting of 1 Director designated by Co-Investment Holdings and 1 Director designated by AIF VI and 2 Directors designated by the right to designate to the Board (A) two (2) directors for Sponsor Funds), so long as I Squared and its Affiliates Beneficially Own 20the Apollo Group collectively beneficially owns at least 30% or more of the outstanding Shares voting power of all the shares of the Company but less than 50% of the voting power of all the shares of the Company; (iii) 3 Directors (consisting of 1 Director designated by Co-Investment Holdings, 1 Director designated by AIF VI and (B) one (1) director for 1 Director designated by the Sponsor Funds), so long as I Squared the Apollo Group collectively beneficially owns at least 20% of the voting power of all the shares of the Company but less than 30% of the voting power of all the shares of the Company; or (iv) 2 Directors (consisting of 1 Director designated by Co-Investment Holdings and its Affiliates Beneficially Own 1 Director designated by AIF VI), so long as the Apollo Group collectively beneficially owns at least 10% or more of the voting power of all the shares of the Company but less than 20% of the outstanding Shares (voting power of all the directors shares of the Company. Other than an increase contemplated by the third sentence of Section 8(a), in the event the size of the Board is increased or decreased at any time, the Sponsor Funds' designation rights under this Section 8(b) shall be proportionately increased or decreased, respectively, rounded up to the nearest whole number. In the event that the size of the Board increases to nine members as contemplated by the third sentence of Section 8(a), the number of Directors designated by I Squared, the “I Squared Directors”); and Sponsor Funds in each of clauses (ii) and (iii) Blackstone of this Section 8(b) shall be increased by one. Furthermore, in the event that within one hundred eighty (180) days of the date of this Agreement, the Board increases its size, the Sponsor Funds shall have the right to designate for election to the Board on Directors to fill such newly created directorships, and if the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by BlackstoneSponsor Funds exercise such right, the “Blackstone Directors”). (iv) Apache Company shall have the one-time right to designate appoint such designees to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent DirectorBoard. (v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.

Designation of Directors. Following the Closing Date: (i) Apache The Apollo Group shall have the right to designate to the Board one up to: (1i) director for no fewer than that number of Directors that would constitute a majority of the number of Directors that the Company would have if there were no vacancies on the Board, so long as Apache and its Affiliates Beneficially Own 10the Apollo Group collectively beneficially owns at least 50% or more of the outstanding Shares (voting power of all the director designated by Apacheshares of the Company; provided, that nothing in this Section 8(b)(i) shall be construed to limit the “Apache Director”)right of the Apollo Group to designate a number of such Directors that is less than the number Directors the Apollo Group would be entitled to designate pursuant to applicable law and the Company’s charter and bylaws; (ii) I Squared shall have 4 Directors (consisting of 1 Director designated by Co-Investment Holdings and 1 Director designated by AIF VI and 2 Directors designated by the right to designate to the Board (A) two (2) directors for Sponsor Funds), so long as I Squared and its Affiliates Beneficially Own 20the Apollo Group collectively beneficially owns at least 30% or more of the outstanding Shares voting power of all the shares of the Company but less than 50% of the voting power of all the shares of the Company; (iii) 3 Directors (consisting of 1 Director designated by Co-Investment Holdings, 1 Director designated by AIF VI and (B) one (1) director for 1 Director designated by the Sponsor Funds), so long as I Squared the Apollo Group collectively beneficially owns at least 20% of the voting power of all the shares of the Company but less than 30% of the voting power of all the shares of the Company; or (iv) 2 Directors (consisting of 1 Director designated by Co-Investment Holdings and its Affiliates Beneficially Own 1 Director designated by AIF VI), so long as the Apollo Group collectively beneficially owns at least 10% or more of the voting power of all the shares of the Company but less than 20% of the outstanding Shares (voting power of all the directors shares of the Company. Other than an increase contemplated by the third sentence of Section 8(a), in the event the size of the Board is increased or decreased at any time, the Sponsor Funds’ designation rights under this Section 8(b) shall be proportionately increased or decreased, respectively, rounded up to the nearest whole number. In the event that the size of the Board increases to nine members as contemplated by the third sentence of Section 8(a), the number of Directors designated by I Squared, the “I Squared Directors”); and Sponsor Funds in each of clauses (ii) and (iii) Blackstone of this Section 8(b) shall be increased by one. Furthermore, in the event that within one hundred eighty (180) days of the date of this Agreement, the Board increases its size, the Sponsor Funds shall have the right to designate for election to the Board on Directors to fill such newly created directorships, and if the Closing Date (A) three (3) directors for so long as Blackstone and its Affiliates Beneficially Own 30% or more of the outstanding Shares, (B) two (2) directors for so long as Blackstone and its Affiliates Beneficially Own 20% or more but less than 30% of the outstanding Shares and (C) one (1) director for so long as Blackstone and its Affiliates Beneficially Own 10% or more but less than 20% of the outstanding Shares (the directors designated by BlackstoneSponsor Funds exercise such right, the “Blackstone Directors”). (iv) Apache Company shall have the one-time right to designate appoint such designees to the Board on the Closing Date two (2) directors who qualify as independent under the listing rules of the National Securities Exchange (each an “Independent Director”); provided, that Raptor shall be entitled to reject one such proposed designee and, in the event of such rejection, Apache shall have the right to designate an alternative Independent DirectorBoard. (v) Blackstone shall have the one-time right to designate to the Board on the Closing Date two (2) Independent Directors; provided, that Apache shall be entitled to reject one such proposed designee and, in the event of such rejection, Blackstone shall have the right to designate an alternative Independent Director.