(b) In the event that any Lead Sponsor has nominated less than the total number of designees that such Lead Sponsor shall be entitled to nominate pursuant to Section 1(a), such Lead Sponsor shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable such Lead Sponsor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by such Lead Sponsor to fill such newly created vacancies or to fill any other existing vacancies.
(c) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance of his or her duties as a director and in connection with his or her attendance at any meeting of the Board.
(d) “Affiliate” of any person shall mean any other person controlled by, controlling or under common control with such person; where “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise); provided that, for the avoidance of doubt, neither the Company nor any of its subsidiaries shall be deemed to be an Affiliate of either Lead Investor.
(e) “Beneficially Own” shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote and/or dispose of (or to direct the voting and/or disposition of) any shares of capital stock of the Company.
(f) “Director” means any member of the Board.
(g) “Original Amount” means, with respect to either Lead Sponsor, the aggregate number of shares of Common Stock held, directly or indirectly, by such Lead Sponsor immediately following the closing of the IPO, as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization. As of the Effective Date, the Original Amount of Vista is equal to [____] and the Original Amount of Onex is equal to [____].
(h) “Public Sale” means any sale of Common Stock to the public pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), or to the public through a broker, dealer or market maker on a securities exchange or in the over-the-counter market pursuant to the provisions of Rule 144 adopted under the Securities Act.
(i) “Transfer” means, when used as a verb, to sell, transfer, assign, pledge or otherwise directly or indirectly dispose of, whether with or without consideration and whether voluntarily or involuntarily or by operation of law (or, if used as a noun, any such sale, transfer, assignment, pledge or other disposition); provided, that with respect to each of Vista and Onex, a bona fide direct or indirect transfer of limited partnership or other passive equity interests in a limited partnership private equity fund or other investment vehicle affiliated with or managed by Onex Partners Manager LP or Vista Equity Partners Management, LLC or their respective Affiliates, as the case may be, or of any person that holds a direct or indirect passive equity interest in such private equity fund or other investment vehicle, to another partner or to a third party shall not be deemed a Transfer.
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