Common use of Right to Designate Clause in Contracts

Right to Designate. From and after the Effective Date hereof until the relevant provision of this Section 2.1 ceases to be effective in accordance with Section 2.10, (a) the Parthenon Stockholders shall be entitled to designate two (2) persons for election to the Board and (b) the ▇▇▇▇▇ Stockholders shall be entitled to designate two (2) persons for election to the Board; provided, that from and after the date in which the Parthenon Stockholders are, pursuant to Section 2.10, entitled to designate one (1) person or less for election to the Board, the ▇▇▇▇▇ Stockholders shall also be entitled to designate an additional person for election to the Board, provided (x) such person is independent under the applicable rules of the U.S. securities exchange on which the Class A Common Stock is listed and (y) the ▇▇▇▇▇ Stockholders collectively Beneficially Own Common Stock representing at least 25% of the total voting power of the then outstanding Common Stock (each such designated person, a “Nominee”). In addition, solely for purposes of filling the Class I Board seat that will remain vacant as of the Effective Date, the ▇▇▇▇▇ Stockholders shall be entitled to recommend to the Board the person who shall fill such Board seat (which, for the avoidance of doubt, shall be a one-time right that shall lapse after such initial Board seat is filled) and, provided such person is (i) independent under the applicable rules of the U.S. securities exchange on which the Class A Common Stock is listed, (ii) qualified to serve in such capacity and (iii) approved by the majority of the members of the Board, which approval shall include each of the independent directors, the Parthenon Stockholders shall take all Necessary Action to cause such Board seat to be filled by such person.