Common use of Election of Board Clause in Contracts

Election of Board. Notwithstanding Section 4, from and after the Effective Time, at each annual or special meeting at which any directors of the Company are to be elected, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder, severally and not jointly, agrees to vote or otherwise give such Stockholder’s consent in respect of all Shares held of record or beneficially owned by such Stockholder, and the Company agrees to take all necessary and desirable actions within its control, in order to cause: 2.1 the authorized number of directors on the Board to be nine (9) directors, or such greater number to which the membership of the Board may be increased in accordance with Section 2 of Article Fifth of the Company Charter, in each case, subject to reduction in accordance with Sections 2.2(a), 2.2(b) and 2.3(b) herein and Section 3 of Article Fifth of the Company Charter; 2.2 the election to the Board of: (a) that number of Class A-1 Directors designated by the JPMP Investors (each, a “JPMP Designee”) which when added to the number of JPMP Designees who are then directors and will continue to serve as directors without regard to such annual or special meeting or action by written consent equals: (i) two (2) JPMP Designees so long as the JPMP Investors collectively own Shares representing at least twenty-five percent (25%) of the Initial Investor Shares owned by the JPMP Investors; or (ii) one (1) JPMP Designee so long as the JPMP Investors collectively own Shares representing at least five percent (5%) but less than twenty-five percent (25%) of the Initial Investor Shares owned by the JPMP Investors; provided, that the JPMP Investors shall not have the right to designate any JPMP Designees if the JPMP Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the JPMP Investors; provided, further, that for as long as either JPMP Selldown or JPMP Global owns any Shares and the JPMP Investors have the right to designate at least one (1) JPMP Designee pursuant to this Section 2.2(a), (x) if the JPMP Investors have the right to designate two JPMP Designees, one such JPMP Designee shall be designated by JPMP Selldown (so long as JPMP Selldown owns Shares) and one such JPMP Designee shall be designated by JPMP Global (so long as JPMP Global owns Shares) and (y) if the JPMP Investors have the right to designate one JPMP Designee, such JPMP Designee shall be designated by JPMP Selldown or, in the event that JPMP Selldown does not own Shares and JPMP Global does own Shares, by JPMP Global; (b) that number of Class A-1 Directors designated by the Apollo Investors (each, an “Apollo Designee”) which when added to the number of Apollo Designees who are then directors and will continue to serve without regard to such annual or special meeting or action by written consent equals: (i) two (2) Apollo Designees so long as the Apollo Investors collectively own Shares representing at least twenty-five percent (25%) of the Initial Investor Shares owned by the Apollo Investors; or (ii) one (1) Apollo Designee so long as the Apollo Investors collectively own Shares representing at least five percent (5%) but less than twenty-five percent (25%) of the Initial Investor Shares owned by the Apollo Investors; provided, that the Apollo Investors shall not have the right to designate any Apollo Designees if the Apollo Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Apollo Investors; provided, further, that for as long as Apollo Fund V owns any Shares and the Apollo Investors have the right to designate at least one (1) Apollo Designee pursuant to this Section 2.2(b), at least one Apollo Designee shall be designated by Apollo Fund V; (c) the Chief Executive Officer of the Company (the “CEO”) as the Class A-2 Director; and (d) upon any vacancy in the Board as a result of any JPMP Designee or Apollo Designee ceasing to be a member of the Board, whether by resignation or otherwise (but not as a result of a Transfer by either the JPMP Investors or the Apollo Investors of a number of Shares that results in the JPMP Investors or the Apollo Investors, as applicable, losing the right to designate a JPMP Designee or Apollo Designee, as applicable, pursuant to Section 2.2(a) or Section 2.2(b), as applicable), a replacement JPMP Designee or Apollo Designee designated in accordance with Section 2.2(a) or Section 2.2(b), as the case may be. 2.3 the removal (with or without cause) from the Board of: (a) any JPMP Designee upon the written request of the JPMP Investors, any Apollo Designee upon the written request of the Apollo Investors and the individual serving as the CEO immediately upon such individual ceasing to serve as CEO; and (b) in the event of any reduction in the number of JPMP Designees which the JPMP Investors are entitled to designate pursuant to Section 2.2(a) or any reduction in the number of Apollo Designees which the Apollo Investors are entitled to designate pursuant to Section 2.2(b), one or more JPMP Designees or Apollo Designees, as applicable, designated by the JPMP Investors or the Apollo Investors, as applicable, to the extent that a sufficient number of JPMP Designees or Apollo Designees, as applicable, have not resigned from the Board, it being understood and agreed that in the event of any such reduction, the JPMP Investors or Apollo Investors, as applicable, shall designate for removal, and use commercially reasonable efforts to cause the resignation or removal of, such JPMP Designees or Apollo Designees, as applicable, immediately prior to such reduction.

Election of Board. Notwithstanding Section 4, from and after the Effective Time, at each annual or special meeting at which any directors of the Company are to be elected, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder, severally and not jointly, agrees to vote or otherwise give such Stockholder’s consent in respect of all Shares held of record or beneficially owned by such Stockholder, and the Company agrees to take all necessary and desirable actions within its control, in order to cause: 2.1 the authorized number of directors on the Board to be nine (9) directors, or such greater number to which the membership of the Board may be increased in accordance with Section 2 of Article Fifth of the Company Charter, in each case, subject to reduction in accordance with Sections 2.2(a), 2.2(b), 2.2(c) and 2.3(b) herein and Section 3 of Article Fifth of the Company Charter; 2.2 the election to the Board of: (a) that number of one Class A-1 Directors L-1 Director designated by the JPMP Carlyle Investors (each, a “JPMP Carlyle Designee”) which when added to the number of JPMP Designees who are then directors and will continue to serve as directors without regard to such annual or special meeting or action by written consent equals: (i) two (2) JPMP Designees ), so long as the JPMP Investors collectively own Shares representing at least twenty-five percent (25%) of the Initial Investor Shares owned by the JPMP Investors; or (ii) one (1) JPMP Designee so long as the JPMP Carlyle Investors collectively own Shares representing at least five percent (5%) but less than twenty-five percent (25%) of the Initial Investor Shares owned by the JPMP Carlyle Investors; provided, that the JPMP Carlyle Investors shall not have the right to designate any JPMP Carlyle Designees if the JPMP Carlyle Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the JPMP Carlyle Investors; provided, further, that for as long as either JPMP Selldown or JPMP Global owns any Shares and the JPMP Investors have the right to designate at least one (1) JPMP Designee pursuant to this Section 2.2(a), (x) if the JPMP Investors have the right to designate two JPMP Designees, one such JPMP Designee shall be designated by JPMP Selldown (so long as JPMP Selldown owns Shares) and one such JPMP Designee shall be designated by JPMP Global (so long as JPMP Global owns Shares) and (y) if the JPMP Investors have the right to designate one JPMP Designee, such JPMP Designee shall be designated by JPMP Selldown or, in the event that JPMP Selldown does not own Shares and JPMP Global does own Shares, by JPMP Global; (b) that number of one Class A-1 Directors L-1 Director designated by the Apollo Investors ▇▇▇▇ Capital AIV (eachLoews) II, an L.P. (a “Apollo Bain Designee”) which when added to the number of Apollo Designees who are then directors and will continue to serve without regard to such annual or special meeting or action by written consent equals: (i) two (2) Apollo Designees so long as the Apollo Investors collectively own Shares representing at least twenty-five percent (25%) of the Initial Investor Shares owned by the Apollo Investors; or (ii) one (1) Apollo Designee so long as the Apollo Bain Investors collectively own Shares representing at least five percent (5%) but less than twenty-five percent (25%) of the Initial Investor Shares owned by the Apollo Bain Investors; provided, that the Apollo Investors ▇▇▇▇ Capital AIV (Loews) II, L.P. shall not have the right to designate any Apollo Bain Designees if the Apollo Bain Investors collectively own Shares representing less than five percent (5%) of the Initial Investor Shares owned by the Apollo Bain Investors; provided, further, that for as the total number of Bain Designees on the Board shall not exceed one (1) at any time; (c) one Class L-1 Director designated by the Spectrum Investors (a “Spectrum Designee”) so long as Apollo Fund V owns any the Spectrum Investors collectively own Shares and representing at least five percent (5%) of the Apollo Initial Investor Shares owned by the Spectrum Investors; provided, that the Spectrum Investors shall not have the right to designate at least one any Spectrum Designees if the Spectrum Investors collectively own Shares representing less than five percent (15%) Apollo Designee pursuant to this Section 2.2(b), at least one Apollo Designee shall be designated of the Initial Investor Shares owned by Apollo Fund Vthe Spectrum Investors; (cd) the Chief Executive Officer one Class L-2 Director designated by a majority of the Company holders of then outstanding shares of Class L-2 Common Stock (a “Class L-2 Designee”); provided, that the “CEO”) as designation of the Class A-2 DirectorL-2 Designee shall also require the affirmative vote or written consent of each of the Bain Investors and the Carlyle Investors, in each case, for so long as shares of Class L-1 Common Stock held by such Principal Investors represent at least five percent (5%) of the shares of Class L-1 Common Stock held by such Principal Investors immediately following the Effective Time (as may be adjusted for stock splits, stock dividends, recapitalizations, pro-rata sell-downs or similar events); and (de) upon any vacancy in the Board as a result of any JPMP Carlyle Designee, Bain Designee, Spectrum Designee or Apollo Class L-2 Designee ceasing to be a member of the Board, whether by resignation or otherwise (but not as a result of a Transfer by either any of the JPMP Carlyle Investors, the Bain Investors or the Apollo Spectrum Investors of a number of Shares that results in the JPMP Carlyle Investors, the Bain Investors or the Apollo Spectrum Investors, as applicable, losing the right to designate a JPMP Carlyle Designee, Bain Designee or Apollo Spectrum Designee, as applicable, pursuant to Section 2.2(a), Section 2.2(b) or Section 2.2(b2.2(c), as applicable), a replacement JPMP Carlyle Designee, Bain Designee, Spectrum Designee or Apollo Class L-2 Designee designated in accordance with Section 2.2(a), Section 2.2(b), Section 2.2(c) or Section 2.2(b2.2(d), as the case may be. 2.3 the removal (with or without cause) from the Board of: (a) any JPMP Carlyle Designee, Bain Designee, Spectrum Designee or Class L-2 Designee upon the written request of the JPMP Carlyle Investors, any Apollo Designee upon the written request Bain Investors, the Spectrum Investors or a majority of the Apollo holders of then outstanding shares of Class L-2 Common Stock, respectively; provided, that the removal of the Class L-2 Designee shall also require the approval of each of the Bain Investors and the individual serving Carlyle Investors, in each case, for so long as shares of Class L-1 Common Stock held by such Principal Investors represent at least five percent (5%) of the CEO shares of Class L-1 Common Stock held by such Principal Investors immediately upon such individual ceasing to serve following the Effective Time (as CEOmay be adjusted for stock splits, stock dividends, recapitalizations, pro-rata sell-downs or similar events); and (b) in the event of any reduction in that (i) the number of JPMP Designees which the JPMP Carlyle Investors are no longer entitled to designate a Carlyle Designee pursuant to Section 2.2(a), the Carlyle Designee, (ii) or any reduction in the number of Apollo Designees which the Apollo Bain Investors are no longer entitled to designate a Bain Designee pursuant to Section 2.2(b), one the Bain Designee or more JPMP Designees or Apollo Designees(iii) the Spectrum Investors are no longer entitled to designate a Spectrum Designee pursuant to Section 2.2(c), as applicable, designated by the JPMP Investors or the Apollo Investors, as applicableSpectrum Designee; in each case, to the extent that a sufficient number of JPMP Designees the Carlyle Designee, Bain Designee or Apollo DesigneesSpectrum Designee, as applicable, have has not resigned from the Board, it being understood and agreed that in the event of any such reductionloss of entitlement, the JPMP Carlyle Investors, Bain Investors or Apollo Spectrum Investors, as applicable, shall designate for removal, and use commercially reasonable efforts to cause the resignation or removal of, such JPMP Designees Carlyle Designee, Bain Designee or Apollo DesigneesSpectrum Designee, as applicable, immediately prior to such reductionloss of entitlement.