Common use of Section 16 Matters Clause in Contracts

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee of equity securities of such other issuer or derivatives thereof and (C) such other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent), then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group and/or any SL Person being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Purchaser of any Additional Securities under Section 4.16), and if one or more designees of the Silver Lake Transferee Group any SL Person is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee GroupPurchaser or any Purchaser Designee, (i) the Board of Directors or a committee Committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group Group’s or any SL Person’s interests (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SL Person of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group Group’s and any SL Person’s (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. (a) For so long as the Investor is deemed to be a “ten percent beneficial owner” with respect to the Company under Rule 16a-2 under the Exchange Act, the Company shall provide to the Investor the notice set forth in Section 11(f) of the Series A Certificate of Designations as soon as reasonably practicable (including, prior to the occurrence of the applicable event) and in any event no later than one Business Day following any adjustment pursuant to Section 11 of the Series A Certificate of Designations, in order to enable the Investor to comply with its reporting obligations under Section 16 of the Exchange Act. (b) If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Investor, any Silver Lake Affiliate their Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company Common Stock or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any Investor Director is serving or participating on the Company Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Company Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Common Stock or derivatives thereof for the express purpose of exempting the Investor’s, their respective Affiliates’ and the Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Investor or their respective Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (Ax) a merger or consolidation to which the Company is a party and the Company Capital Common Stock (or Equity-Linked Securities) is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (By) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed dispositionsuch Investor’s respective Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (Cz) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investor or their respective Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor, their respective Affiliates and the Investor Director (for such Silver Lake Affiliate, the Silver Lake Transferee Group (in each caseInvestor and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Designee being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including any purchases of additional shares of Class A common stock by Silver Lake or any of its Affiliates, one or more private placements or otherwise), and if one or more designees of the Silver Lake Transferee Group Designee is serving or participating on the Company Board at such time or has served on the Company Board during the preceding six months, then upon request of Silver Lake or the Silver Lake Transferee GroupDesignee, (i) the Company Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake Affiliate, its Affiliates or the Silver Lake Transferee Group Designee (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of its Affiliates or the Silver Lake Transferee Group or any such Board designee Designee of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of or its Affiliated Companies will serve on the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, its Affiliates and the Silver Lake Transferee Group Designee (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 5.16 (including granting to the Investor or its Affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakethe Investor Parties, any Silver Lake Affiliate their respective Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Investor Parties of any securities under Section 5.16), and if one or more designees of the Silver Lake Transferee Group any Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and any Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor Parties, any Silver Lake Affiliate the Investor’s Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor Parties’, such Silver Lake Affiliate, their respective Affiliates’ and any Investor Director (for the Silver Lake Transferee Group (in each caseInvestor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 18 (including granting to the Investor Parties or its Affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakeany Investor Party, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by such Investor Party or any of its Affiliates of any securities under Section 18), and if one or more designees of the Silver Lake Transferee Group Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (i6) months (a) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting such Investor Party and its Affiliates’ and the Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bi) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakesuch Investor Party, any Silver Lake Affiliate its Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (Ciii) such an Affiliate or other issuer of which a designee of Silver Lake, such Investor Party or any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if such Investor Party notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakesuch Investor Party, such Silver Lake Affiliate, its Affiliates and the Silver Lake Transferee Group Investor Director (in each casefor Investor Parties and/or its respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If After the Effective Time, if the Company becomes or its Subsidiaries takes any action, including becoming a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Investor Affiliated Director being deemed to have made a disposition or acquisition of equity securities Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any Investor Affiliated Director is serving or participating on the Board of Directors of the Company at such time or has served on the Board of Directors of the Company during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) to the extent permitted by Applicable Law, the Board of Directors of the Company or a properly delegated committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities Equity Securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and any Investor Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates, and/or any member Investor Affiliated Director of the Silver Lake Transferee Group or any such Board designee of equity securities Equity Securities of such other issuer or derivatives thereof and (CB) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member the Investor or its Affiliates will serve on the Board of the Silver Lake Transferee Group serves as a member of its board of directors Directors (or its equivalent)) of such other issuer, then the Company shall require use its commercially reasonable efforts to require, to the extent permitted by Applicable Law, that such other issuer pre-approve any such acquisitions or dispositions of equity securities Equity Securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor, such Silver Lake Affiliate, its Affiliates and any Investor Affiliated Directors (for the Silver Lake Transferee Group (in each caseInvestor and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 5.13 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Investor or any of its Affiliates of any securities under Section 5.13), and if one or more designees of the Silver Lake Transferee Group Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor and its Affiliates’ and the Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, the Investor or any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor, such Silver Lake Affiliate, its Affiliates and the Silver Lake Transferee Group Investor Director (in each casefor the Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Investor Directors being deemed to have made a disposition or acquisition of equity securities Equity Securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees any of the Silver Lake Transferee Group Investor Directors is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Equity Securities or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and the Investor Directors’ interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Investor or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed dispositionthe Investor’s Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Directors of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Investor or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b- 3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor’s, such Silver Lake Affiliate, its Affiliates’ and the Silver Lake Transferee Group Investor Directors’ (in each casefor the Investor and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Investor, any Silver Lake Affiliate and/or any member of its Affiliates, or the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group an Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six (6) months, then upon request of the Silver Lake Transferee Group, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and the Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Investor or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate the Investor’s Affiliates and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Investor or its Affiliates that will serve on the board of directors (or its equivalent)) of such other issuer, then if the Investor requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require use reasonable best efforts to request that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor’s, such Silver Lake Affiliate, its Affiliates’ and the Silver Lake Transferee Group Investor Director’s (in each casefor the Investor and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, pays PIK interest on the Notes or if the Company reasonably believes proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group and/or any SL Person being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Purchaser of any Additional Securities under Section 4.16), and if one or more designees of the Silver Lake Transferee Group any SL Person is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee GroupPurchaser or any Purchaser Designee, (i) the Board of Directors or a committee Committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group Group’s or any SL Person’s interests (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SL Person of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group Group’s and any SL Person’s (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. If the Company Issuer becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Holder, any Silver Lake Affiliate its Affiliates and/or any member director reasonably likely to cause the Holder or any of its Affiliates to be treated as a director of the Silver Lake Transferee Group being Issuer for the purposes of Section 16 of the Exchange Act (any such director, a “Holder Affiliated Director”) to be deemed to have made a make an acquisition or disposition or acquisition of equity securities of the Company Issuer or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including upon any determination of the Conversion Price pursuant to Section 9.03), and if one or more designees of the Silver Lake Transferee Group any Holder Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months, then upon request of the Silver Lake Transferee Group, : (ia) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company Issuer or derivatives thereof for the express purpose of exempting the Holder’s, its Affiliates’ and any Holder Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Holder or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and thereunder; and (iib) if the transaction involves involves: (Ai) a merger or consolidation to which the Company Issuer is a party and the Company Capital Stock isIssuer Class A Shares are, in whole or in part, converted into or exchanged for equity securities of a different issuer, ; (Bii) a potential acquisition or deemed acquisitionby the Holder, or disposition or deemed dispositionits Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee Holder Affiliated Director of equity securities of such other issuer or derivatives thereof and thereof; and (Ciii) such an Affiliate or Associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Holder or its Affiliates serving on the board of directors (or its equivalent)) of such other issuer, then if the Company Issuer requires that the other issuer (including its board of directors (or similar governing body if not a corporation)) pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Issuer or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Issuer shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Holder, such Silver Lake Affiliate, its Affiliates and any Holder Affiliated Directors (for the Silver Lake Transferee Group (in each caseHolder and/or its Affiliates, to the extent such persons may be deemed are reasonably likely to be treated as a director or “directors by deputization” of such other issuerthe Issuer for the purposes of Section 16 of the Exchange Act) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company Parent becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Investor, any Silver Lake Affiliate and/or of its Affiliates or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities Equity Interests of the Company Parent or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any Investor Director is serving or participating on the Parent Board at such time or has served on the Parent Board during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Parent Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Equity Interests or derivatives thereof for the express purpose of exempting the interests of Silver LakeInvestor’s, its Affiliates’ and any Silver Lake Affiliate, the Silver Lake Transferee Group Investor Director’s (in each case, to the extent such persons the Investor or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) interests in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company Parent is a party and the Company Capital Stock isEquity Interests in Parent are, in whole or in part, converted into or exchanged for equity securities Equity Interests of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, any of its Affiliates, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member Investor Director of the Silver Lake Transferee Group or any such Board designee of equity securities Equity Interests of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Investor or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then if Parent requires that the Company other issuer pre-approve any acquisition of Equity Interests or derivatives thereof for the express purpose of exempting the interests of any director or officer of Parent or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b- 3 thereunder, Parent shall require that such other issuer pre-approve any such acquisitions of equity securities Equity Interests or derivatives thereof for the express purpose of exempting the interests of Silver LakeInvestor’s, such Silver Lake Affiliate, its Affiliates’ and any Investor Director’s (for the Silver Lake Transferee Group (in each caseInvestor and its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member interests in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakethe Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group SLP Affiliated Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Purchaser of any Additional Securities under Section 4.16), and if one or more designees of the Silver Lake Transferee Group any SLP Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and any SLP Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Purchaser, any Silver Lake Affiliate the Purchaser’s Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee SLP Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser’s, such Silver Lake Affiliate, its Affiliates’ and any SLP Affiliated Director’s (for the Silver Lake Transferee Group (in each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver LakeInvestor’s, any Silver Lake Affiliateits Affiliates’, the Silver Lake Transferee Group Investor Director’s ‘interests (in each case, to the extent such persons the Investor or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate the Investor’s Affiliates and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Investor or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then if the Investor reasonably requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor’s, such Silver Lake Affiliate, its Affiliates’ and the Silver Lake Transferee Group Investor Director’s’ (in each casefor the Investor and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 4 (including granting to the Investors or their Affiliates the right to participate in any issuance of New Securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or the Investor Group or any member of the Silver Lake Transferee Group thereof being deemed to have made a disposition or acquisition of equity securities of the Company Equity Securities or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Investors of any New Securities under Section 4 or any awards or grants made to the Director Nominee), and if one or more designees of the Silver Lake Transferee Group Director Nominee is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) the Board or a committee thereof composed solely of two (2) or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, Investor Group or any Silver Lake Affiliate, member thereof (for the Silver Lake Transferee Group (in each caseInvestors and/or their Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Investor Group or any such Board designee member thereof of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investors or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investors notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, Investor Group or any member thereof (for the Silver Lake Transferee Group (in each caseInvestors and/or their Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver LakeInvestor, any Silver Lake Affiliate other Investor Party and/or any member of the Silver Lake Transferee Group Investor Director or Observer being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group such Investor Director is serving or participating on the Company Board at such time or has served on the Company Board during the preceding six months (or if the Observers are serving in its capacity as such or has served in such capacity during the preceding six months, then upon request of the Silver Lake Transferee Group, ): (i) the Company Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake AffiliateInvestor Parties’, the Silver Lake Transferee Group Investor Director’s and the Observer’s interests (in each casefor the Investor Parties and/or Observers, to the extent such persons any Investor Party or the Observers may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock isCommon Shares or Series B Shares are, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate Investor Party and/or any member of the Silver Lake Transferee Group Investor Director or any such Board designee Observer of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of Investor Party will serve on the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent)) of such other issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliatethe Investor Parties, the Silver Lake Transferee Group Investor Directors and the Observers (in each casefor the Investor Parties and/or Observers, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Investors, their respective Affiliates, or any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group ▇▇▇▇▇▇▇ Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group an ▇▇▇▇▇▇▇ Director is serving or participating on the Board at such time or has served on the Board during the preceding six (6) months, then upon request of the Silver Lake Transferee Group, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investors’, their respective Affiliates’ and the ▇▇▇▇▇▇▇ Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Investors or their respective Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investors, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate the Investors’ Affiliates and/or any member of the Silver Lake Transferee Group or any such Board designee ▇▇▇▇▇▇▇ Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investors or their respective Affiliates that will serve on the board of directors (or its equivalent)) of such other issuer, then if the Investors require that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require use reasonable best efforts to request that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investors’, such Silver Lake Affiliate, their respective Affiliates’ and any ▇▇▇▇▇▇▇ Director’s (for the Silver Lake Transferee Group (in each caseInvestors and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, transaction or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakethe Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Purchaser Designee being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any Purchaser Designee is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board of Directors or a committee thereof composed solely of two or more “"non-employee directors” " as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser's, its Affiliates' and any Purchaser Designee's interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each casecase for the Purchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “"directors by deputization”) and such Board designee(s") in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Purchaser, any Silver Lake Affiliate its Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Purchaser Designee of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser's, such Silver Lake Affiliate, the Silver Lake Transferee Group its Affiliates' and any Purchaser Designee's (in each casecase for the Purchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “"directors by deputization” " of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder thereunder. If any Purchaser Designee is granted any equity or equity-based awards by the company in connection with his or her service on the Board of Directors (or any committee thereof), (x) the Board of Directors acknowledges that, immediately upon grant of such award, the Purchaser Designee may assign all rights, title and interest in the shares of Company Common Stock underlying such award to any Affiliate of Purchaser and (y) the Board of Directors or a committee thereof composed solely of two or more "non-employee directors" (as defined in Rule 16b-3 of the Exchange Act) will pre-approve the grant of such awards (and any such subsequent assignment thereof to any Affiliate of Purchaser) to be exempt to the maximum extent applicablelegally permitted for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder or any other rule or regulation thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Purchaser, any Silver Lake Affiliate or its Affiliates and/or any member of the Silver Lake Transferee Group Designated Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group Designated Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and its Designated Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby Purchaser, or disposition or deemed dispositionPurchaser’s Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee Designated Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall use commercially reasonable efforts to require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser’s, such Silver Lake Affiliate, its Affiliates’ and the Silver Lake Transferee Group Designated Director’s (in each casefor the Purchaser and/or its Affiliates, to the extent such persons Persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakethe Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group ▇▇▇▇ Affiliated Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any ▇▇▇▇ Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and any ▇▇▇▇ Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group or any such Board designee ▇▇▇▇ Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser’s, such Silver Lake Affiliate, the Silver Lake Transferee Group its Affiliates’ and any ▇▇▇▇ Affiliated Director’s (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakea Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group SLG Affiliated Directors being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees any of the Silver Lake Transferee Group SLG Affiliated Directors is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and the SLG Affiliated Directors’ interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Purchaser, or disposition or deemed dispositionthe Purchaser’s Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SLG Affiliated Directors of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or Associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser’s, such Silver Lake Affiliate, its Affiliates’ and the Silver Lake Transferee Group SLG Affiliated Directors’ (in each casefor the Purchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, transaction or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group Investor or the Investor Designee being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group Investor Designee is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee GroupInvestor or the Investor Designee, (i) the Board of Directors or a committee of the Board of Directors composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s and/or the Investor Designee’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons person may be deemed to be a director or “directors director by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group Investor or any such Board designee the Investor Designee of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Investor or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group Investor or the Investor Designee (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, transaction or otherwise or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member the Purchaser and each transferee of the Silver Lake Transferee Group Purchaser to whom shares of Series A Preferred Stock or Conversion Shares are transferred (the “Purchaser Parties”), their respective Affiliates or the Series A Director being deemed to have made a disposition or acquisition of equity securities of the Company Series A Preferred Stock or derivatives thereof Conversion Shares for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group Series A Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, (i6) months (a) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Series A Preferred Stock or derivatives thereof Conversion Shares for the express purpose of exempting the Purchaser Parties’, their respective Affiliates’ and the Series A Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each casePurchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Purchaser Parties, any Silver Lake Affiliate and/or any member of their respective Affiliates, or the Silver Lake Transferee Group or any such Board designee Series A Director of equity securities of such other issuer or derivatives thereof and (Ciii) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Purchaser Parties or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Purchaser Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser Parties’, such Silver Lake Affiliate, their respective Affiliates’ and the Silver Lake Transferee Group Series A Director (in each casefor the Purchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transactionBusiness Combination, or if the Company reasonably believes proposes to take or omit to take any other action under Section 4.5 (including granting to Purchaser or its affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver LakePurchaser, its affiliates or any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group Purchaser Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by Purchaser of any securities under Section 4.5), and if one or more designees of the Silver Lake Transferee Group any Purchaser Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (ia) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its affiliates’ and any Purchaser Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each casefor Purchaser or its affiliates, to the extent such persons Persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (iib) if the transaction involves (Ai) a merger or consolidation Business Combination to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver LakePurchaser, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group its affiliates or any such Board designee Purchaser Director of equity securities of such other issuer or derivatives thereof and (Ciii) such an affiliate or other issuer nominee of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of Purchaser or its affiliates will serve on the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver LakePurchaser, such Silver Lake Affiliate, the Silver Lake Transferee Group its affiliates and any Purchaser Director (in each casefor Purchaser or its affiliates, to the extent such persons Persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 5.13 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakethe Investor Parties, any Silver Lake Affiliate their respective Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Investor Parties of any securities under Section 5.13), and if one or more designees of the Silver Lake Transferee Group any Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and such Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor Parties, any Silver Lake Affiliate the Investor’s Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor Parties’, such Silver Lake Affiliate, their respective Affiliates’ and any Investor Director (for the Silver Lake Transferee Group (in each caseInvestor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver LakeApax, any Silver Lake Apax Affiliate and/or any member of the Silver Lake Apax Transferee Group being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Apax Transferee Group is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Apax Transferee Group, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver LakeApax, any Silver Lake Apax Affiliate, the Silver Lake Apax Transferee Group (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock isEquity Securities are, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver LakeApax, any Silver Lake Apax Affiliate and/or any member of the Silver Lake Apax Transferee Group or any such Board designee of equity securities of such other issuer or derivatives thereof and (C) such other issuer of which a designee of Silver LakeApax, any Silver Lake Apax Affiliate and/or any member of the Silver Lake Apax Transferee Group serves as a member of its board of directors (or its equivalent), then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver LakeApax, such Silver Lake Apax Affiliate, the Silver Lake Apax Transferee Group (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakethe Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Atairos Affiliated Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any Atairos Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and any Atairos Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Purchaser, any Silver Lake Affiliate the Purchaser’s Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Atairos Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser’s, such Silver Lake Affiliate, its Affiliates’ and any Atairos Affiliated Director’s (for the Silver Lake Transferee Group (in each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder thereunder. If any Atairos Affiliated Director is granted any equity or equity-based awards by the Company in connection with his or her service on the Board of Directors (or any committee thereof), (a) the Board of Directors acknowledges that, immediately upon grant of such award, the Atairos Affiliated Director may assign all rights, title and interest in the shares of Company Common Stock underlying such award to any Atairos Affiliate and (b) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” (as defined in Rule 16b-3 of the Exchange Act) will pre-approve the grant of such awards (and any such subsequent assignment thereof to any Atairos Affiliate) to be exempt to the maximum extent applicablepossible for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder or any other rule or regulation thereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver LakeInvestor, any Silver Lake Affiliate other Investor Party and/or any member of the Silver Lake Transferee Group First Director, Second Director, Third Director or Observer being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one the First Director, Second Director or more designees of the Silver Lake Transferee Group Third Director, as applicable, is serving or participating on the Company Board at such time or has served on the Company Board during the preceding six months (or if the Observer is serving in its capacity as such or has served in such capacity during the preceding six months, then upon request of the Silver Lake Transferee Group, ): (i) the Company Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake AffiliateInvestor Parties’, the Silver Lake Transferee Group First Director’s, Second Director’s, Third Director’s and the Observer’s interests (in each casefor the Investor Parties and/or Observer, to the extent such persons any Investor Party or the Observer may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock isCommon Shares, Series A Shares or Series A-1 Shares are, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition by any Investor Party and/or the First Director, Second Director, Third Director or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee Observer of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of Investor Party will serve on the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent)) of such other issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliatethe Investor Parties, the Silver Lake Transferee Group First Director, Second Director, Third Director and the Observer (in each casefor the Investor Parties and/or Observer, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, transaction or otherwise or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member the Purchaser and each transferee of the Silver Lake Transferee Group Purchaser to whom shares of Series B Preferred Stock, Conversion Shares or Dividend Shares are transferred (the “Purchaser Parties”), their respective Affiliates or the Series B Director being deemed to have made a disposition or acquisition of equity securities of the Company Series B Preferred Stock, Conversion Shares or derivatives thereof Dividend Shares for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group Series B Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, (i6) months (a) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company Series B Preferred Stock, Conversion Shares or derivatives thereof Dividend Shares for the express purpose of exempting the Purchaser Parties’, their respective Affiliates’ and the Series B Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each casePurchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Purchaser Parties, any Silver Lake Affiliate and/or any member of their respective Affiliates, or the Silver Lake Transferee Group or any such Board designee Series B Director of equity securities of such other issuer or derivatives thereof and (Ciii) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Purchaser Parties or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Purchaser Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser Parties’, such Silver Lake Affiliate, their respective Affiliates’ and the Silver Lake Transferee Group Series B Director (in each casefor the Purchaser Parties or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, transaction or otherwise or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Investor Directors being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor and its Affiliates’ and any Investor Directors’ interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor Parties and/or their respective Affiliates, to the extent such persons Persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Directors of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, the Investor or any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor, such Silver Lake Affiliate, its Affiliates and any Investor Directors (for the Silver Lake Transferee Group (in each caseInvestor Parties and/or their respective Affiliates, to the extent such persons Persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakea Purchaser, its Affiliates, any Silver Lake Affiliate ▇▇▇▇ Affiliated Director and/or any member of the Silver Lake Transferee Group SLP Affiliated Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any ▇▇▇▇ Affiliated Director and/or any SLP Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lakesuch Purchaser’s, its Affiliates’, any Silver Lake Affiliate, the Silver Lake Transferee Group ▇▇▇▇ Affiliated Director’s and any SLP Affiliated Director’s interests (in each casefor such Purchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakea Purchaser, such Purchaser’s Affiliates, any Silver Lake Affiliate ▇▇▇▇ Affiliated Director and/or any member of the Silver Lake Transferee Group or any such Board designee SLP Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of a Purchaser or its Affiliates will serve on the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if such Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakea Purchaser’s, such Silver Lake Affiliateits Affiliates’, the Silver Lake Transferee Group any ▇▇▇▇ Affiliated Director’s and any SLP Affiliated Director’s (in for each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group SLP Affiliated Directors being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees any of the Silver Lake Transferee Group SLP Affiliated Directors is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and the SLP Affiliated Directors’ interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Purchaser, or disposition or deemed dispositionthe Purchaser’s Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SLP Affiliated Directors of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or Associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser’s, such Silver Lake Affiliate, its Affiliates’ and the Silver Lake Transferee Group SLP Affiliated Directors’ (in each casefor the Purchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 4.16 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakethe Investor Parties, any Silver Lake Affiliate their respective Affiliates and/or any member the Investor Director (which term, for purposes of this Section 4.18, shall also include the Silver Lake Transferee Group term “Investor Director” as defined in the Certificate of Designations) being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Investor Parties of any securities under Section 4.16), and if one or more designees of the Silver Lake Transferee Group Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and the Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestors and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor Parties, any Silver Lake Affiliate the Investors’ Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor Parties’, such Silver Lake Affiliate, their respective Affiliates’ and the Silver Lake Transferee Group Investor Director (in each casefor the Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 5.18 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakethe Investor Parties, any Silver Lake Affiliate their respective Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Investor Parties of any securities under Section 5.18), and if one or more designees of the Silver Lake Transferee Group any Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and such Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor Parties, any Silver Lake Affiliate the Investor’s Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor Parties’, such Silver Lake Affiliate, their respective Affiliates’ and any Investor Director (for the Silver Lake Transferee Group (in each caseInvestor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company Broad Street becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Investor Parties, any Silver Lake Affiliate and/or any member of their respective Affiliates or the Silver Lake Transferee Group Fortress Director being deemed to have made a an acquisition or disposition or acquisition of equity securities of the Company Broad Street or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group Fortress Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (i6) months (a) the Board or a committee thereof composed solely of two (2) or more “non-employee directorsemployee” directors as defined in Rule 16b-3 of under the Exchange Act will pre-approve such acquisition or disposition of the equity securities of the Company Broad Street or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and the Fortress Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor Parties or their respective Affiliates, to the extent such persons Persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company Broad Street is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor Parties, any Silver Lake Affiliate and/or any member of their respective Affiliates or the Silver Lake Transferee Group or any such Board designee Fortress Director of equity securities of such other issuer or derivatives thereof and (Ciii) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investor Parties or their respective Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which Broad Street is a party (or if the Investor Parties notify Broad Street of such service a reasonable time in advance of the closing of such transactions), then the Company Broad Street shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor Parties, such Silver Lake Affiliate, their respective Affiliates and the Silver Lake Transferee Group Fortress Director (in each casefor the Investor Parties or their respective Affiliates, to the extent such persons Persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group and/or any SL Person being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Purchaser or any of its Affiliates of any Additional Securities under Section 4.16 or pursuant to the acquisition by the Purchaser or any of its Affiliates of any Company Common Stock pursuant to the ROFR Agreement), and if one or more designees of the Silver Lake Transferee Group any SL Person is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months, then upon request of the Silver Lake Transferee GroupPurchaser or any Purchaser Designee, (i) the Board of Directors or a committee Committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group Group’s or any SL Person’s interests (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SL Person of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group Group’s and any SL Person’s (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 5.18 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Investor or any of its Affiliates of any securities under Section 5.18), and if one or more designees of the Silver Lake Transferee Group Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor and its Affiliates’ and the Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee KKR Investor Group (in each caseand/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor, any Silver Lake Affiliate its Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, the Investor or any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor, such Silver Lake Affiliate, its Affiliates and the Silver Lake Transferee Investor Director (for the KKR Investor Group (in each caseand/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company Issuer becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Holder, any Silver Lake Affiliate its Affiliates and/or any member director reasonably likely to cause the Holder or any of its Affiliates to be treated as a director of the Silver Lake Transferee Group being Issuer for the purposes of Section 16 of the Exchange Act (any such director, a “Holder Affiliated Director”) to be deemed to have made a make an acquisition or disposition or acquisition of equity securities of the Company Issuer or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including upon any determination of the Conversion Price pursuant to Section 9.03), and if one or more designees of the Silver Lake Transferee Group any Holder Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months, then upon request of the Silver Lake Transferee Group, : ​ (ia) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company Issuer or derivatives thereof for the express purpose of exempting the Holder’s, its Affiliates’ and any Holder Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Holder or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and thereunder; and (iib) if the transaction involves involves: ​ (Ai) a merger or consolidation to which the Company Issuer is a party and the Company Capital Stock isIssuer Class A Shares are, in whole or in part, converted into or exchanged for equity securities of a different issuer, ; ​ (Bii) a potential acquisition or deemed acquisitionby the Holder, or disposition or deemed dispositionits Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee Holder Affiliated Director of equity securities of such other issuer or derivatives thereof and thereof; and (Ciii) such an Affiliate or Associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Holder or its Affiliates serving on the board of directors (or its equivalent) of such other issuer, ​ then if the Issuer requires that the other issuer (including its board of directors (or similar governing body if not a corporation)) pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Issuer or any of its Subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, then the Company Issuer shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Holder, such Silver Lake Affiliate, its Affiliates and any Holder Affiliated Directors (for the Silver Lake Transferee Group (in each caseHolder and/or its Affiliates, to the extent such persons may be deemed are reasonably likely to be treated as a director or “directors by deputization” of such other issuerthe Issuer for the purposes of Section 16 of the Exchange Act) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.thereunder. ​ ​ ​

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group and/or any SL Person being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the SLA Purchaser or any of its Affiliates of any Additional Securities under Section 4.16 or pursuant to the acquisition by the Purchaser or any of its Affiliates of any Company Common Stock pursuant to the ROFR Agreement), and if one or more designees of the Silver Lake Transferee Group any SL Person is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months, then upon request of the Silver Lake Transferee GroupSLA Purchaser or any Purchaser Designee, (i) the Board of Directors or a committee Committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group Group’s or any SL Person’s interests (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SL Person of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of SLA Purchaser or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group Group’s and any SL Person’s (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes proposes to take or omit to take any other action under Section 5.19 (including granting to the Investor Parties or their respective Affiliates the right to participate in any issuance of securities) or otherwise or if there is otherwise any event or circumstance that may result in Silver Lakethe Investor Parties, any Silver Lake Affiliate their respective Affiliates and/or any member of the Silver Lake Transferee Group Investor Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the Investor Parties of any securities under Section 5.19), and if one or more designees of the Silver Lake Transferee Group Investor Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group, (6) months (i) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor Parties’, their respective Affiliates’ and the Investor Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each caseInvestor and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Investor Parties, any Silver Lake Affiliate the Investor’s Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee Investor Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of its Investor Parties or their Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Investor Parties notify the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor Parties’, such Silver Lake Affiliate, their respective Affiliates’ and the Silver Lake Transferee Group Investor Director (in each casefor the Investor Parties and/or their respective Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakethe Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group director designee being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one any director designated by the holders of Preferred Shares or more designees of the Silver Lake Transferee Group Conversion Shares is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of the Silver Lake Transferee Group, months (i) the Board of Directors or a committee composed thereof comprised solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Purchaser’s, its Affiliates’ and any such Director’s interests of Silver Lake, any Silver Lake Affiliate, (for the Silver Lake Transferee Group (in each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Voting Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lakethe Purchaser, any Silver Lake Affiliate the Purchaser’s Affiliates, and/or any member of the Silver Lake Transferee Group or any such Board designee director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser or its Affiliates will serve on the board of directors (or its equivalent) of such other issuer pursuant to the terms of an agreement to which the Company is a party (or if the Purchaser notifies the Company of such service a reasonable time in advance of the closing of such transactions), then if the Company requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Purchaser’s, its Affiliates’ and any such Silver Lake Affiliate, director’s (for the Silver Lake Transferee Group (in each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder thereunder. If any Director designated by the holders of Preferred Shares or the Conversion Shares is granted any equity or equity-based awards by the Company in connection with his or her service on the Board of Directors (or any committee thereof), (a) the Board of Directors acknowledges that, immediately upon grant of such award, such director may assign all rights, title and interest in the shares of Company Common Stock underlying such award to any Affiliate of the Purchaser and (b) the Board of Directors or a committee thereof comprised solely of two or more “non-employee directors” (as defined in Rule 16b-3 of the Exchange Act) will pre-approve the grant of such awards (and any such subsequent assignment thereof to any such Affiliate) to be exempt to the maximum extent applicablepossible for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder or any other rule or regulation thereunder.

Section 16 Matters. ‌ (a) The Company shall provide the Purchasers a reasonable period of time (but in any event no less than three (3) days) to review and comment on the resolutions of the Board of Directors containing the resolutions contemplated under Section 3.01(c), prior to the adoption of such resolutions, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted. (b) If the Company becomes a party to a consolidation, merger merger, spin off or other similar transaction, transaction or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakea Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group SL Affiliated Director being deemed to have made a an acquisition or disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any SL Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of to the Silver Lake Transferee Groupfullest extent permitted by law, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’ and any SL Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger merger, consolidation or consolidation spin-off to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitiondisposition by such Purchaser, or disposition or deemed dispositionsuch Purchaser’s Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SL Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or Associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of such Purchaser or its Affiliates will serve on the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-pre- approve any such acquisitions or dispositions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakesuch Purchaser’s, its Affiliates’ and any SL Affiliated Director’s (for such Silver Lake Affiliate, the Silver Lake Transferee Group (in each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director directors or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder thereunder, to the extent applicable. (c) The Company covenants and agrees that (i) the Board of Directors shall pre-approve any material amendments to the Indenture for the express purpose of exempting the interests of each of the Purchasers, its Affiliates and any SL Affiliated Director (for such Purchaser and/or its Affiliates, to the extent such persons may be deemed to be directors or “directors by deputization” of such other issuer) in such amendment, from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent applicable and (ii) it shall provide the Purchasers a reasonable period of time to review and comment on the resolutions of the Board of Directors to be adopted to satisfy the foregoing clause (i), prior to such adoption, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company reasonably believes there is otherwise any event or circumstance transaction that may result in Silver Lakethe Investor, its Affiliates, or any Silver Lake Affiliate and/or any member of director appointed to the Silver Lake Transferee Group Board by the Investor (an “Appointed Director”) being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any Appointed Director is serving or participating on the Board at such time or has served on the Board during the preceding six (6) months, then upon request of the Silver Lake Transferee Group, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the Investor’s, its Affiliates’ and any Appointed Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons the Investor or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Stock capital stock is, in whole or in part, converted into or exchanged for equity securities equitysecurities of a different issuer, (B) a potential acquisition or deemed acquisitionby the Investor, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate the Investor’s Affiliates and/or any member of the Silver Lake Transferee Group or any such Board designee Appointed Director of equity securities of such ofsuch other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Investor or its Affiliates that will serve on the board of directors (or its equivalent)) of such other issuer, then if the Investor requires that the other issuer pre-approve any acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company or any of its subsidiaries in such transactions fromSection 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, the Company shall require use reasonable best efforts to request that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakethe Investor’s, such Silver Lake Affiliate, its Affiliates’ and any Appointed Director’s (for the Silver Lake Transferee Group (in each caseInvestor and/or its Affiliates, to the extent such persons may be deemed to be a director or “directors by deputization” of deputization”of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, or if the Company proposes to take or omit to take any other action under Section 4.16 (including granting to the Purchaser the right to participate in any issuance of Additional Securities) or if the Company reasonably believes there is otherwise any ​ event or circumstance that may result in Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group and/or any SL Person being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange ActAct (including the purchase by the SLA Purchaser or any of its Affiliates of any Additional Securities under Section 4.16 or pursuant to the acquisition by the Purchaser or any of its Affiliates of any Company Common Stock pursuant to the ROFR Agreement), and if one or more designees of the Silver Lake Transferee Group any SL Person is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six (6) months, then upon request of the Silver Lake Transferee GroupSLA Purchaser or any Purchaser Designee, (i) the Board of Directors or a committee Committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group Group’s or any SL Person’s interests (in each case, to the extent such persons may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SL Person of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of SLA Purchaser or its Affiliates will serve on the board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group Group’s and any SL Person’s (in each case, to the extent such persons may be deemed to be a director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, transaction or otherwise or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lake, the Purchaser (or any Silver Lake Affiliate and/or any member of its Affiliates) or the Silver Lake Transferee Group KCP Director being deemed to have made a disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group KCP Director is serving or participating on the Board at such time or has served on the Board during the preceding six months, then upon request of the Silver Lake Transferee Group(6) month period, (ia) the Board or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the interests of Silver Lake, any Silver Lake Affiliate, Purchaser’s and its Affiliates’ and the Silver Lake Transferee Group KCP Director’s and KCP’s (in each case, to the extent such persons person may be deemed to be a “director or “directors by deputization”) and such Board designee(s) interests in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (iib) if the transaction involves (Ai) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (Bii) a potential acquisition or deemed acquisition, or disposition or deemed disposition, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group Purchaser (or any such Board designee its Affiliates) or the KCP Director of equity securities of such other issuer or derivatives thereof and (Ciii) such an Affiliate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group serves as a member of Purchaser (or its Affiliates) will serve on the board of directors (or its equivalent)) of such other issuer pursuant to the terms of an agreement to which the Company is a party, then the Company shall require that such other issuer pre-approve any such acquisitions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group Purchaser (in each case, or its Affiliates) and the KCP Director (to the extent such persons person may be deemed to be a “director or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicablethereunder.

Section 16 Matters. If the Company becomes a party to a consolidation, merger or other similar transaction, transaction or if the Company reasonably believes there is otherwise any event or circumstance involving a transaction that can be exempted under Rule 16b-3 and that may result (as identified in Silver Lakewriting by SLG to the Company or Board of Directors) in a Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group SLG Affiliated Director being deemed to have made a an acquisition or disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any SLG Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of to the Silver Lake Transferee Groupfullest extent permitted by law, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’ and any SLG Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitiondisposition by such Purchaser, or disposition or deemed dispositionsuch Purchaser’s Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SLG Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or Associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of such Purchaser or its Affiliates will serve on the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent)) of such other issuer, then if the Company shall require requires or controls whether that such the other issuer pre-approve any such acquisitions acquisition of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lake, such Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons may be deemed to be a any director or “directors by deputization” officer of such other issuer) the Company or any such member of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder thereunder, the Company shall require that such other issuer pre-approve any such acquisitions or dispositions of equity securities or derivatives thereof for the express purpose of exempting the interests of such Purchaser’s, its Affiliates’ and any SLG Affiliated Director’s (for such Purchaser and/or its Affiliates, to the extent applicablesuch persons may be deemed to be “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 16 Matters. (a) The Company shall provide the Purchasers a reasonable period of time (but in any event no less than three (3) days) to review and comment on the resolutions of the Board of Directors containing the resolutions contemplated under Section 3.01(c), prior to the adoption of such resolutions, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted. (b) If the Company becomes a party to a consolidation, merger merger, spin off or other similar transaction, transaction or if the Company reasonably believes there is otherwise any event or circumstance that may result in Silver Lakea Purchaser, any Silver Lake Affiliate its Affiliates and/or any member of the Silver Lake Transferee Group SL Affiliated Director being deemed to have made a an acquisition or disposition or acquisition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if one or more designees of the Silver Lake Transferee Group any SL Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, then upon request of to the Silver Lake Transferee Groupfullest extent permitted by law, (i) the Board or a committee composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting the such Purchaser’s, its Affiliates’ and any SL Affiliated Director’s interests of Silver Lake, any Silver Lake Affiliate, the Silver Lake Transferee Group (in each case, to the extent such persons Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) and such Board designee(s) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder to the extent applicable and (ii) if the transaction involves (A) a merger merger, consolidation or consolidation spin-off to which the Company is a party and the Company Capital Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or deemed acquisitiondisposition by such Purchaser, or disposition or deemed dispositionsuch Purchaser’s Affiliates, by Silver Lake, any Silver Lake Affiliate and/or any member of the Silver Lake Transferee Group or any such Board designee SL Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) such an Affiliate or Associate or other issuer of which a designee of Silver Lake, any Silver Lake Affiliate and/or any member of such Purchaser or its Affiliates will serve on the Silver Lake Transferee Group serves as a member of its board of directors (or its equivalent)) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions or dispositions of equity securities or derivatives thereof for the express purpose of exempting the interests of Silver Lakesuch Purchaser’s, its Affiliates’ and any SL Affiliated Director’s (for such Silver Lake Affiliate, the Silver Lake Transferee Group (in each casePurchaser and/or its Affiliates, to the extent such persons may be deemed to be a director directors or “directors by deputization” of such other issuer) or any such member in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder thereunder, to the extent applicable. (c) The Company covenants and agrees that (i) the Board of Directors shall pre-approve any material amendments to the Indenture for the express purpose of exempting the interests of each of the Purchasers, its Affiliates and any SL Affiliated Director (for such Purchaser and/or its Affiliates, to the extent such persons may be deemed to be directors or “directors by deputization” of such other issuer) in such amendment, from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent applicable and (ii) it shall provide the Purchasers a reasonable period of time to review and comment on the resolutions of the Board of Directors to be adopted to satisfy the foregoing clause (i), prior to such adoption, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted.