SHAREHOLDERS AGREEMENT<\/p>\n
BY AND AMONG<\/p>\n
THE INVESTORS<\/p>\n
ON SCHEDULE A HERETO,<\/p>\n
INTERACTIVE DATA CORPORATION,<\/p>\n
IGLOO INTERMEDIATE CORPORATION<\/p>\n
AND<\/p>\n
IGLOO HOLDINGS CORPORATION<\/p>\n
Dated as of July 29, 2010<\/p>\n
TABLE OF CONTENTS <\/strong><\/p>\n Page<\/strong><\/p>\n<\/td>\n ARTICLE I<\/p>\n<\/td>\n DEFINED TERMS<\/p>\n<\/td>\n SECTION 1.01.<\/p>\n<\/td>\n Certain Definitions<\/p>\n<\/td>\n 2<\/p>\n<\/td>\n SECTION 1.02.<\/p>\n<\/td>\n Other Interpretive Provisions<\/p>\n<\/td>\n 12<\/p>\n<\/td>\n ARTICLE II<\/p>\n<\/td>\n REPRESENTATIONS AND WARRANTIES<\/p>\n<\/td>\n SECTION 2.01.<\/p>\n<\/td>\n Representations of the Shareholders<\/p>\n<\/td>\n 13<\/p>\n<\/td>\n SECTION 2.02.<\/p>\n<\/td>\n Representations and Warranties of the Company<\/p>\n<\/td>\n 13<\/p>\n<\/td>\n SECTION 2.03.<\/p>\n<\/td>\n Reliance on Representations<\/p>\n<\/td>\n 14<\/p>\n<\/td>\n ARTICLE III<\/p>\n<\/td>\n GOVERNANCE<\/p>\n<\/td>\n SECTION 3.01.<\/p>\n<\/td>\n Board of Directors<\/p>\n<\/td>\n 14<\/p>\n<\/td>\n SECTION 3.02.<\/p>\n<\/td>\n Matters Requiring Sponsor Consent<\/p>\n<\/td>\n 20<\/p>\n<\/td>\n SECTION 3.03.<\/p>\n<\/td>\n Additional Management Provisions.<\/p>\n<\/td>\n 22<\/p>\n<\/td>\n SECTION 3.04.<\/p>\n<\/td>\n Meetings; Notice; Written Consent<\/p>\n<\/td>\n 23<\/p>\n<\/td>\n SECTION 3.05.<\/p>\n<\/td>\n Forced IPO<\/p>\n<\/td>\n 24<\/p>\n<\/td>\n ARTICLE IV<\/p>\n<\/td>\n TRANSFERS<\/p>\n<\/td>\n SECTION 4.01.<\/p>\n<\/td>\n Transfer Restrictions<\/p>\n<\/td>\n 25<\/p>\n<\/td>\n SECTION 4.02.<\/p>\n<\/td>\n Transfers to Permitted Transferees and Affiliates<\/p>\n<\/td>\n 29<\/p>\n<\/td>\n SECTION 4.03.<\/p>\n<\/td>\n Tag-Along Rights.<\/p>\n<\/td>\n 30<\/p>\n<\/td>\n SECTION 4.04.<\/p>\n<\/td>\n Drag-Along<\/p>\n<\/td>\n 33<\/p>\n<\/td>\n SECTION 4.05.<\/p>\n<\/td>\n Rights and Obligations of Transferees<\/p>\n<\/td>\n 36<\/p>\n<\/td>\n SECTION 4.06.<\/p>\n<\/td>\n Preemptive Rights.<\/p>\n<\/td>\n 37<\/p>\n<\/td>\n SECTION 4.07.<\/p>\n<\/td>\n Right of First Offer<\/p>\n<\/td>\n 39<\/p>\n<\/td>\n SECTION 4.08.<\/p>\n<\/td>\n Rule 144 Sales and Distributions to Investors.<\/p>\n<\/td>\n 42<\/p>\n<\/td>\n SECTION 4.09.<\/p>\n<\/td>\n Certain Legal Requirements<\/p>\n<\/td>\n 42<\/p>\n<\/td>\n ARTICLE V<\/p>\n<\/td>\n MISCELLANEOUS PROVISIONS<\/p>\n<\/td>\n SECTION 5.01.<\/p>\n<\/td>\n Distributions in Connection with a Merger or IPO<\/p>\n<\/td>\n 43<\/p>\n<\/td>\n SECTION 5.02.<\/p>\n<\/td>\n Other Businesses; Waiver of Certain Duties<\/p>\n<\/td>\n 44<\/p>\n<\/td>\n SECTION 5.03.<\/p>\n<\/td>\n Notices<\/p>\n<\/td>\n 45<\/p>\n<\/td>\n SECTION 5.04.<\/p>\n<\/td>\n Publicity and Confidentiality<\/p>\n<\/td>\n 46<\/p>\n<\/td>\n SECTION 5.05.<\/p>\n<\/td>\n Amendments<\/p>\n<\/td>\n 47<\/p>\n<\/td>\n i<\/p>\n TABLE OF CONTENTS <\/strong><\/p>\n (continued)<\/p>\n Page<\/strong><\/p>\n<\/td>\n SECTION 5.06.<\/p>\n<\/td>\n Governing Law; Jurisdiction<\/p>\n<\/td>\n 47<\/p>\n<\/td>\n SECTION 5.07.<\/p>\n<\/td>\n Arbitration<\/p>\n<\/td>\n 48<\/p>\n<\/td>\n SECTION 5.08.<\/p>\n<\/td>\n Entire Agreement<\/p>\n<\/td>\n 49<\/p>\n<\/td>\n SECTION 5.09.<\/p>\n<\/td>\n Waivers<\/p>\n<\/td>\n 49<\/p>\n<\/td>\n SECTION 5.10.<\/p>\n<\/td>\n Severability<\/p>\n<\/td>\n 49<\/p>\n<\/td>\n SECTION 5.11.<\/p>\n<\/td>\n Further Assurances<\/p>\n<\/td>\n 49<\/p>\n<\/td>\n SECTION 5.12.<\/p>\n<\/td>\n No Partnership<\/p>\n<\/td>\n 49<\/p>\n<\/td>\n SECTION 5.13.<\/p>\n<\/td>\n Counterparts<\/p>\n<\/td>\n 49<\/p>\n<\/td>\n SECTION 5.14.<\/p>\n<\/td>\n Third Party Beneficiaries<\/p>\n<\/td>\n 49<\/p>\n<\/td>\n SECTION 5.15.<\/p>\n<\/td>\n Binding Effect; Assignment<\/p>\n<\/td>\n 50<\/p>\n<\/td>\n SECTION 5.16.<\/p>\n<\/td>\n Specific Performance<\/p>\n<\/td>\n 50<\/p>\n<\/td>\n SECTION 5.17.<\/p>\n<\/td>\n No Third Party Liability<\/p>\n<\/td>\n 50<\/p>\n<\/td>\n SECTION 5.18.<\/p>\n<\/td>\n Termination<\/p>\n<\/td>\n 50<\/p>\n<\/td>\n SECTION 5.19.<\/p>\n<\/td>\n Joinder<\/p>\n<\/td>\n 50<\/p>\n<\/td>\n SECTION 5.20.<\/p>\n<\/td>\n Cooperation on SEC Filings<\/p>\n<\/td>\n 51<\/p>\n<\/td>\n SECTION 5.21.<\/p>\n<\/td>\n VCOC Rights<\/p>\n<\/td>\n 51<\/p>\n<\/td>\n SECTION 5.22.<\/p>\n<\/td>\n Market Stand-Off.<\/p>\n<\/td>\n 52<\/p>\n<\/td>\n SECTION 5.23.<\/p>\n<\/td>\n GRANT OF IRREVOCABLE PROXY<\/p>\n<\/td>\n 54<\/p>\n<\/td>\n SECTION 5.24.<\/p>\n<\/td>\n After-Acquired Securities<\/p>\n<\/td>\n 54<\/p>\n<\/td>\n SECTION 5.25.<\/p>\n<\/td>\n Stock Splits and Similar Transactions<\/p>\n<\/td>\n 55<\/p>\n<\/td>\n SECTION 5.26.<\/p>\n<\/td>\n Electronic Consent<\/p>\n<\/td>\n 55<\/p>\n<\/td>\n SECTION 5.27.<\/p>\n<\/td>\n Aggregation<\/p>\n<\/td>\n 55<\/p>\n<\/td>\n SECTION 5.28.<\/p>\n<\/td>\n Consents, Approvals and Actions.<\/p>\n<\/td>\n 55<\/p>\n<\/td>\n SECTION 5.29.<\/p>\n<\/td>\n Management Fees; Other Fees<\/p>\n<\/td>\n 55<\/p>\n<\/td>\n SECTION 5.30.<\/p>\n<\/td>\n Parity of Rights<\/p>\n<\/td>\n 56<\/p>\n<\/td>\n Schedule A<\/p>\n<\/td>\n Shareholders<\/p>\n<\/td>\n A-1<\/p>\n<\/td>\n Schedule B<\/p>\n<\/td>\n Equity Contributions<\/p>\n<\/td>\n ii<\/p>\n SHAREHOLDERS AGREEMENT<\/p>\n This Shareholders Agreement (the “Agreement<\/u>“) is made, entered into WITNESSETH:<\/p>\n WHEREAS, Hg Investors LLC, a Delaware limited liability company (“Hg WHEREAS, in connection with the execution of the Merger Agreement, Hg LLC and WHEREAS, prior to the date hereof, Hg LLC assigned to the Company all of its WHEREAS, prior to the date hereof, Hg LLC assigned to Igloo Co-Invest, LLC WHEREAS, as of the date hereof, (i) the Company is controlled by the Sponsors WHEREAS, upon consummation of the Merger, Holdings will directly hold and the WHEREAS, upon the terms and subject to the conditions set forth in the Equity WHEREAS, the Shareholders and the Company desire to provide for the NOW, THEREFORE, in consideration of the foregoing and of the mutual promises ARTICLE I <\/strong><\/p>\n DEFINED TERMS <\/strong><\/p>\n SECTION 1.01. Certain Definitions<\/u>. As used in this Agreement, the “Additional Co-Invest Vehicle<\/u>” means any co-investment vehicle that “Affiliate<\/u>” means, with respect to any Person, any other Person that “Agreement<\/u>” has the meaning set forth in the preamble.<\/p>\n “Alternate Procedure Notice<\/u>” has the meaning set forth in Section “Alternate Procedure Purchasers<\/u>” has the meaning set forth in Section “Alternate Procedure Sponsors Preemptive Period<\/u>” has the meaning set “Applicable Sponsor Transfer Exclusion Amount<\/u>” means, with respect to 2<\/p>\n “Approved Shareholder<\/u>” means any Shareholder who, at the time of “Board<\/u>” has the meaning set forth in Section 3.01(a).<\/p>\n “Breaching Drag Shareholder<\/u>” has the meaning set forth in Section “Business Day<\/u>” means any day other than a Saturday, Sunday or a day on “Change of Control<\/u>” means the occurrence of any of the following: (i) “Closing Date<\/u>” means the date of the closing of the Merger.<\/p>\n “Code<\/u>” means the U.S. Internal Revenue Code of 1986, as amended, and “Co-Invest LLC Agreement<\/u>” means the Amended and Restated Limited “Company<\/u>” means Igloo Holdings Corporation, a Delaware corporation, “Company Public Sale<\/u>” has the meaning set forth in the Registration “Competitor<\/u>” has the meaning set forth in Section 4.01(e).<\/p>\n “Controlling Sponsor<\/u>” has the meaning set forth in Section 3.01(d).\n<\/p>\n 3<\/p>\n “Coordination Committee<\/u>” has the meaning set forth in Section 4.08(b).\n<\/p>\n “Coordination Committee Period<\/u>” has the meaning set forth in Section “Covered Person<\/u>” has the meaning set forth in the Co-Invest LLC “Credit Agreement<\/u>” means the Credit Agreement, dated as of July 29, “Determination Sponsor<\/u>” means, at the applicable time of “Dispute<\/u>” has the meaning set forth in Section 5.07.<\/p>\n “Drag-Along Participant<\/u>” has the meaning set forth in Section 4.04(a).\n<\/p>\n “Drag-Along Transaction<\/u>” has the meaning set forth in Section 4.04(a).\n<\/p>\n “Drag Advance Notice<\/u>” has the meaning set forth in Section 4.04(a).\n<\/p>\n “Drag Covered Securities<\/u>” has the meaning set forth in Section “Employee Equity Arrangement<\/u>” means any option pool, stock option, “Employee Equity Sale<\/u>” means any sale of Shares prior to the “Employee Shareholder<\/u>” means each officer, director, employee or “Employment Arrangement<\/u>” has the meaning set forth in Section 3.01(g).\n<\/p>\n “Equity Commitment Letter<\/u>” has the meaning set forth in the recitals.\n<\/p>\n 4<\/p>\n “ERISA<\/u>” means the U.S. Employee Retirement Income Security Act of “Escrow Agent<\/u>” has the meaning set forth in Section 4.04(f).<\/p>\n “Excess Amount<\/u>” means, with respect to each Sponsor, the result of (i) “Exchange Act<\/u>” means the U.S. Securities Exchange Act of 1934, as “Excluded Shareholders<\/u>” means any Shareholder that has a generally “Exercising Sponsor<\/u>” has the meaning set forth in Section 4.04(a).\n<\/p>\n “FINRA<\/u>” means the Financial Industry Regulatory Authority.<\/p>\n “Forced IPO<\/u>” has the meaning set forth in Section 3.05.<\/p>\n “Fund<\/u>” has the meaning set forth in Section 5.21.<\/p>\n “Granted Equity Securities<\/u>” means any securities issued pursuant to “Hg LLC<\/u>” has the meaning set forth in the recitals.<\/p>\n “Holdings<\/u>” has the meaning set forth in the preamble.<\/p>\n “IDC<\/u>” has the meaning set forth in the preamble.<\/p>\n “Igloo Co-Invest, LLC<\/u>” means Igloo Co-Invest, LLC, a Delaware limited 5<\/p>\n “Independent Director<\/u>” means a director who is not affiliated with or “Information Recipients<\/u>” has the meaning set forth in Section 3.03(c).\n<\/p>\n “Initial Co-Invest Shareholders<\/u>” has the meaning set forth in Section “Initiating Sponsor<\/u>” has the meaning set forth in Section 3.05.<\/p>\n “Investment Company Act<\/u>” means the U.S. Investment Company Act of “IPO<\/u>” means the first underwritten public offering and sale of Shares “IPO Registration Statement<\/u>” has the meaning set forth in Section “Issuance Notice<\/u>” has the meaning set forth in Section 4.06(a).<\/p>\n “JAMS<\/u>” has the meaning set forth in Section 5.07.<\/p>\n “LTM EBITDA<\/u>” means Consolidated EBITDA (as defined in the Credit “Management Agreement<\/u>” means that certain Transaction and Management “Managing Member<\/u>” has the meaning set forth in the Co-Invest LLC “Market Transfer<\/u>” means a sale (including a block transfer) effected “Merger<\/u>” has the meaning set forth in the recitals.<\/p>\n “Merger Agreement<\/u>” has the meaning set forth in the recitals.<\/p>\n “Merger Sub<\/u>” has the meaning set forth in the recitals.<\/p>\n “Non-Sponsor Transfer Election Period<\/u>” has the meaning set forth in 6<\/p>\n “Non-Sponsor Transfer Notice<\/u>” has the meaning set forth in Section “Non-Sponsor Transfer Shares<\/u>” has the meaning set forth in Section “Non-Transferring Sponsor<\/u>” has the meaning set forth in Section “Other Agreements<\/u>” has the meaning set forth in Section 5.30.<\/p>\n “Other Shareholder<\/u>” means each Shareholder (including its successors “Other Shareholder Issuance Notice<\/u>” has the meaning set forth in “Other Shareholder Participation Limit<\/u>” has the meaning set forth in “Other Shareholder Restricted Period<\/u>” means (a) the period from the “Parallel Investment Entity Transfer<\/u>” has the meaning set forth in “Participating Seller<\/u>” has the meaning set forth in Section 4.09.<\/p>\n “Permitted Syndication Party<\/u>” has the meaning set forth in the “Permitted Syndication Sale<\/u>” means a sale, consummated on or prior to 7<\/p>\n “Permitted Transferee<\/u>” has the meaning set forth in Section 4.02.<\/p>\n “Person<\/u>” means any individual, partnership, limited liability “Post-IPO Sponsor Transfer<\/u>” means a Transfer of Shares by one or both “Preemptive Rights Employee Shareholder<\/u>” means any Employee “Preemptive Rights Other Shareholders<\/u>” means the Other Shareholders “Preemptive Rights Period<\/u>” means (i) with respect to the Sponsors, the “Preemptive Securities<\/u>” has the meaning set forth in Section 4.06(a).\n<\/p>\n “Pro Rata Portion<\/u>” means, with respect to a given Shareholder:<\/p>\n (a) for purposes of each Transfer subject to Section 4.03 (with respect to 8<\/p>\n (b) for purposes of each Transfer subject to Section 4.04 (with respect to (c) for purposes of Section 4.06 (with respect to each purchase of Preemptive (d) for purposes of each Transfer subject to Section 4.07 (with respect to “Proceeding<\/u>” has the meaning set forth in Section 3.02(k).<\/p>\n “Proportionate Reduction Event<\/u>” has the meaning set forth in Section “Public Change of Control<\/u>” means any Change of Control in which the “Publicly Traded Securities<\/u>” means securities which are traded on a “Recommended Primary Securities<\/u>” has the meaning set forth in Section “Registering Entity<\/u>” has the meaning set forth in Section 5.01(b).\n<\/p>\n “Registration Rights Agreement<\/u>” means the Registration Rights 9<\/p>\n “Representative<\/u>” has the meaning set forth in Section 5.21.<\/p>\n “Restricted Period<\/u>” means the period from the Closing Date until the “ROFO Securities<\/u>” has the meaning set forth in Section 4.07(b).<\/p>\n “Rule 144<\/u>” means Rule 144 promulgated under the Securities Act or any “Securities Act<\/u>” means the U.S. Securities Act of 1933, as amended “Selling Sponsor<\/u>” has the meaning set forth in Section 4.03(a).<\/p>\n “Shareholders<\/u>” has the meaning set forth in the preamble.<\/p>\n “Shares<\/u>” means the shares of common stock, par value $0.01 per share, “Silver Lake<\/u>” means Silver Lake Partners III, L.P., Silver Lake “Silver Lake Director<\/u>” has the meaning set forth in Section 3.01(b).\n<\/p>\n “Special Purpose Vehicle<\/u>” has the meaning set forth in Section “Sponsors<\/u>” means (i) Silver Lake and (ii) Warburg Pincus.<\/p>\n “Sponsor Director<\/u>” has the meaning set forth in Section 3.01(b).<\/p>\n “Sponsor Exercise Notice<\/u>” has the meaning set forth in Section “Sponsor Group<\/u>” means a Sponsor together with its Permitted “Sponsor Participation Percentage<\/u>” has the meaning set forth in “Sponsor Transfer Election Period<\/u>” has the meaning set forth in “Sponsor Transfer Notice<\/u>” has the meaning set forth in Section “Sponsor Transfer Shares<\/u>” has the meaning set forth in Section 10<\/p>\n “Subsidiary<\/u>” means, with respect to any Person, any entity of which “Tag-Along Participation Notice<\/u>” has the meaning set forth in Section “Tag-Along Sale<\/u>” has the meaning set forth in Section 4.03(a).<\/p>\n “Tag Covered Securities<\/u>” has the meaning set forth in Section 4.03(a).\n<\/p>\n “Tag Notice<\/u>” has the meaning set forth in Section 4.03(c).<\/p>\n “Tagging Shareholders<\/u>” has the meaning set forth in Section 4.03(a).\n<\/p>\n “Transaction Expenses<\/u>” has the meaning set forth in Section 4.04(g).\n<\/p>\n “Transfer<\/u>” means any sale, pledge, hypothecation, assignment, “Transferring Sponsor Group<\/u>” has the meaning set forth in Section “Underwritten Offering<\/u>” has the meaning set forth in the Registration “Warburg Pincus<\/u>” means Warburg Pincus Private Equity X, L.P. and “WP Director<\/u>” has the meaning set forth in Section 3.01(b).<\/p>\n 11<\/p>\n “25% Float Date<\/u>” means the date, as reasonably determined by each of SECTION 1.02. Other Interpretive Provisions<\/u>. (a) In this Agreement, (i) A reference to an Article, Section, Schedule or Exhibit is a reference to (ii) The Schedules and Exhibits form an integral part of and are hereby (iii) Headings and the Table of Contents are inserted for convenience only (iv) Unless the context otherwise requires, words importing the singular (v) Unless the context otherwise requires, the words “hereof” and “herein” (vi) All determinations to be made by the Sponsors hereunder may be made by (b) The parties hereto have participated jointly in the negotiation and 12<\/p>\n ARTICLE II <\/strong><\/p>\n REPRESENTATIONS AND WARRANTIES <\/strong><\/p>\n SECTION 2.01. Representations of the Shareholders<\/u>. Each Shareholder (a) Existence; Authority; Enforceability<\/u>. If such Shareholder is an (b) Absence of Conflicts<\/u>. The execution, delivery and performance of SECTION 2.02. Representations and Warranties of the Company<\/u>. Each of (a) Existence; Authority; Enforceability<\/u>. Each of the Company, 13<\/p>\n (b) Absence of Conflicts<\/u>. The execution, delivery and performance of SECTION 2.03. Reliance on Representations<\/u>. The foregoing ARTICLE III <\/strong><\/p>\n GOVERNANCE <\/strong><\/p>\n SECTION 3.01. Board of Directors<\/u>. (a) The business and affairs of the (b) Subject to the other provisions of this Article III, the Board shall 14<\/p>\n (c) The right of each Sponsor to designate three (3) directors pursuant to (i) If, at any time after the Closing Date, a Sponsor Group Transfers (other (ii) Notwithstanding Section 3.01(c)(i), in connection with a Transfer by a (iii) Prior to the consummation of an IPO, the numbers of Shares set forth in (iv) Prior to the consummation of an IPO, except as otherwise agreed by both (d) The size and composition of the Board may be changed upon the mutual 15<\/p>\n (e) Each Sponsor shall have the sole and exclusive right to immediately (f) Decisions of the Board shall require the approval by a majority vote of (g) The Company, Holdings and IDC shall not take or commit to take, and shall (i) the approval of any annual budget or strategic, operating or business (ii) the execution of, or material amendment or modification of, any material (iii) the hiring, termination, promotion or demotion of, or the taking of any (iv) the appointment of, or execution of any engagement or commitment letter (v) the cessation of, or material change in, any existing (at the applicable (vi) the authorization or grant of any registration rights with respect to 16<\/p>\n (vii) the authorization or grant of any awards under, or the acceleration of (viii) the appointment or removal of a Person as auditor or the approval or (ix) the creation of, or authorization of the creation of, or the holding of (x) the creation of any committees of the Board (other than an audit (xi) designation of a director (other than the Executive Chairman, if any (xii) the creation of any new class or series of capital stock, and except (xiii) the determination of targets under employee (whether cash or equity) (xiv) except to the extent set forth in a written policy approved by the (xv) any other action required by applicable law to be taken by the (h) The Company and the Shareholders shall take all actions reasonably 17<\/p>\n (i) To the extent permitted by law, if a director is absent or wishes to (j) Sections 3.01(a)-(i) (except for Section 3.01(c) to the extent it applies (k) The Board (and, prior to the consummation of an IPO, at the request of (l) Following the consummation of an IPO, unless otherwise agreed in writing 18<\/p>\n (m) The Company, Holdings, IDC or their respective Subsidiaries, as the case (n) The Company, Holdings and IDC shall obtain customary director and officer (o) In addition to any other indemnification rights that the directors have (p) For so long as Silver Lake has at least one Board designation or (q) For so long as Warburg Pincus has at least one Board designation or (r) The rights of each Sponsor under this Section 3.01 shall be transferable (s) This Section 3.01 shall terminate upon the consummation of a Change of 19<\/p>\n SECTION 3.02. Matters Requiring Sponsor Consent<\/u>. Until the earlier of (a) any amendment, change, waiver, alteration or repeal of any provision of (b) any dividend or distribution of any kind on any shares of capital stock (c) any repurchase or redemption of equity securities from (i) employees, (d) any dissolution, liquidation, bankruptcy, assignment to its creditors or (e) any transaction between or among the Company, Holdings, IDC or any of (f) any transaction or series of related transactions that would constitute 20<\/p>\n (g) the sale or other disposition of stock or assets that have a value in (h) the entering into or development of a new line of business which will be (i) the consummation of an IPO, other than pursuant to the exercise by either (j) the creation of any Employee Equity Arrangement or the increase in the (k) the initiation or settlement of any litigation, arbitration, (l) any incurrence, assumption (including by way of acquisition) or guarantee 21<\/p>\n (m) The rights of each Sponsor under this Section 3.02 shall be transferable SECTION 3.03. Additional Management Provisions<\/u>.<\/p>\n (a) Each of the Company, Holdings, IDC and the Shareholders agrees and (b) Except (i) to the extent resulting from the rights granted under this (c) Prior to the earlier of the consummation of an IPO and the consummation (i) Annual Budget<\/u>. As promptly as practicable after it is approved by (ii) Quarterly Statements<\/u>. To the extent that none of the Company, (iii) Annual Audit<\/u>. To the extent that none of the Company, Holdings (iv) Quarterly Covenant Compliance Certificates<\/u>. As promptly as 22<\/p>\n (d) Prior to the earlier of the consummation of an IPO and the consummation (i) Capitalization Table<\/u>. The Company shall provide to each of the (ii) Transactions with Affiliates<\/u>. The Company shall use reasonable (e) Each of the Company, Holdings, IDC and the Shareholders hereby SECTION 3.04. Meetings; Notice; Written Consent<\/u>. Unless otherwise (a) The Board shall meet at least quarterly. Meetings of the Board may be (b) Reasonable and sufficient notice of each meeting of the Board shall be 23<\/p>\n (c) Any action required or permitted to be taken at any meeting of the Board (d) This Section 3.04 shall terminate upon the earlier of the consummation of SECTION 3.05. Forced IPO<\/u>. The Shareholders and the Company acknowledge 24<\/p>\n ARTICLE IV <\/strong><\/p>\n TRANSFERS <\/strong><\/p>\n SECTION 4.01. Transfer Restrictions<\/u>. (a) No Employee Shareholder may (i) to Permitted Transferees in accordance with Section 4.02;<\/p>\n (ii) with the prior written consent of each of the Sponsors that holds, as of (iii) pursuant to, or consequent upon, the exercise of the tag-along rights (iv) pursuant to, or consequent upon, the exercise of the drag-along rights (v) pursuant to the exercise by such Shareholder of any registration rights (vi) to the Company, any of its Subsidiaries or any of the Sponsors or their (vii) pursuant to Section 5.01; or<\/p>\n (viii) after the expiration of the Other Shareholder Restricted Period (b) No Other Shareholder (excluding, for purposes of this Section 4.01(b), (i) to Permitted Transferees in accordance with Section 4.02;<\/p>\n (ii) with the prior written consent of each of the Sponsors that holds, as of (iii) pursuant to, or consequent upon, the exercise of the tag-along rights (iv) pursuant to, or consequent upon, the exercise of the drag-along rights 25<\/p>\n (v) in the event of a Post-IPO Sponsor Transfer of Shares either through (x) (vi) pursuant to the exercise by such Other Shareholder of any registration (vii) pursuant to, or consequent upon, the exercise by one or more other (viii) to Igloo Co-Invest, LLC, in accordance with Sections 11.01 or 11.03 of (ix) in connection with a Tag Along Distribution pursuant to Section 4.03(e);\n<\/p>\n (x) pursuant to Section 5.01; or<\/p>\n (xi) after the expiration of the Other Shareholder Restricted Period The following example demonstrates the effect of clause (v) above: If the 26<\/p>\n (c) Neither Sponsor may Transfer any of its shares of capital stock or other (i) to Permitted Transferees in accordance with Section 4.02;<\/p>\n (ii) with the prior written consent of the other Sponsor;<\/p>\n (iii) subject to Section 4.01(d), pursuant to Permitted Syndication Sales;\n<\/p>\n (iv) pursuant to, or consequent upon, the exercise of the tag-along rights (v) pursuant to, or consequent upon, the exercise of the drag-along rights (vi) Employee Equity Sales;<\/p>\n (vii) if such Sponsor is an Alternate Procedure Purchaser, pursuant to, or (viii) pursuant to Section 5.01; or<\/p>\n (ix) after the expiration of the Restricted Period.<\/p>\n (d) Each Sponsor agrees not to effect a Permitted Syndication Sale that would 27<\/p>\n (e) Notwithstanding anything in this Article IV to the contrary, without the (i) violate the Securities Act or any state (or other jurisdiction) (ii) cause the Company to become subject to the registration requirements of (iii) be a non-exempt “prohibited transaction” under ERISA or Section 4975 of (f) Any purported Transfer of capital stock or other equity interests of the (g) Except as otherwise provided in Sections 4.03(c), 4.04(g) and 4.06(d), (h) Each certificate evidencing Shares shall bear the following restrictive THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER 28<\/p>\n (i) In the event that either or both of the paragraphs in the restrictive SECTION 4.02. Transfers to Permitted Transferees and Affiliates<\/u>. 29<\/p>\n SECTION 4.03. Tag-Along Rights<\/u>.<\/p>\n (a) During the Other Shareholder Restricted Period (subject to the last (b) In connection with any sale pursuant to this Section 4.03, (i) each 30<\/p>\n (c) The Selling Sponsor(s) shall give written notice (a “Tag Notice<\/u>“) (d) In the event that the Tag-Along Sale contemplated by a Tag Notice has not 31<\/p>\n (e) Notwithstanding anything set forth herein to the contrary, the Company (f) Notwithstanding the foregoing, if, at the time of a Tag-Along Sale, a 32<\/p>\n SECTION 4.04. Drag-Along<\/u>. (a) Prior to the earlier of (i) the 33<\/p>\n (b) Each Drag Advance Notice shall be required to specify (i) the (c) In the event that any Transfer pursuant to this Section 4.04 is (d) Solely for purposes of Section 4.04(b) and in order to secure the 34<\/p>\n (e) In connection with any Transfer pursuant to this Section 4.04, (i) each (f) If any Other Shareholder fails to transfer to the purchaser in such sale (g) All reasonable costs and expenses incurred by the Exercising Sponsors and 35<\/p>\n SECTION 4.05. Rights and Obligations of Transferees<\/u>. Any Transferee of 36<\/p>\n SECTION 4.06. Preemptive Rights<\/u>.<\/p>\n (a) Subject to Section 4.06(f), during the Preemptive Rights Period, if the (b) In the event the Shareholders with preemptive rights pursuant to clause 37<\/p>\n (c) The election by a Shareholder not to exercise and\/or to cause its (d) All costs and expenses incurred by the Company and the Sponsors and their (e) If, at any time prior to the consummation of an IPO or Change of Control, (f) Notwithstanding any provision hereof to the contrary, the Company or any 38<\/p>\n (g) Notwithstanding anything to the contrary set forth herein, a Shareholder SECTION 4.07. Right of First Offer<\/u>. (a) Igloo Co-Invest, LLC agrees to (b) If a Sponsor desires to Transfer all or any portion of its shares of the (i) The Transferring Sponsor shall provide the other Sponsor (the (ii) The Non-Transferring Sponsor shall have the right to deliver to the 39<\/p>\n (iii) Within ten (10) Business Days after the end of the Sponsor Transfer (iv) If the Non-Transferring Sponsor (and\/or its Affiliates) does not elect (c) If an Other Shareholder desires to Transfer all or any portion of its, (i) The Transferring Shareholder shall provide both Sponsors with a written (ii) Each Sponsor shall have the right to deliver to the Transferring (iii) The Non-Sponsor Transfer Shares shall be allocated among the Sponsors 40<\/p>\n (iv) Promptly following the end of the Non-Sponsor Transfer Election Period, (v) If the Sponsors do not elect to purchase or cause their Affiliates to (d) No Other Shareholder or Sponsor shall be permitted to propose to any (e) The provisions of this Section 4.07 shall terminate upon the consummation 41<\/p>\n SECTION 4.08. Rule 144 Sales and Distributions to Investors<\/u>.<\/p>\n (a) If the 25% Float Date occurs before the fifth anniversary of the Closing (b) If the 25% Float Date occurs before the fifth anniversary of the Closing (c) Each Sponsor shall be required to notify the Other Shareholders (other SECTION 4.09. Certain Legal Requirements<\/u>. In the event the 42<\/p>\n ARTICLE V <\/strong><\/p>\n MISCELLANEOUS PROVISIONS <\/strong><\/p>\n SECTION 5.01. Distributions in Connection with a Merger or IPO<\/u>. (a) In (b) Immediately prior to the consummation of an IPO, if (i) the entity 43<\/p>\n SECTION 5.02. Other Businesses; Waiver of Certain Duties<\/u>. (a) The (b) Each Shareholder (for itself and on behalf of the Company) hereby, to the (i) confirms that neither of the Sponsors nor any of their respective (ii) acknowledges and agrees that (A) in the event of any conflict of 44<\/p>\n (iii) waives any claim or cause of action against the Sponsors, any Sponsor (c) Each Shareholder agrees that the waivers, limitations, acknowledgments (d) The provisions of this Section 5.02, to the extent that they restrict the SECTION 5.03. Notices<\/u>. Unless otherwise specified herein, all notices, Igloo Holdings Corporation<\/p>\n 45<\/p>\n with copies (which shall not constitute notice) to:<\/p>\n and to:<\/p>\n SECTION 5.04. Publicity and Confidentiality<\/u>. Except as expressly 46<\/p>\n SECTION 5.05. Amendments<\/u>. The terms and provisions of this Agreement SECTION 5.06. Governing Law; Jurisdiction<\/u>. THIS AGREEMENT SHALL BE 47<\/p>\n SECTION 5.07. Arbitration<\/u>. Any dispute, controversy or claim (each, a 48<\/p>\n SECTION 5.08. Entire Agreement<\/u>. This Agreement (together with the SECTION 5.09. Waivers<\/u>. No waiver of any breach of any of the terms of SECTION 5.10. Severability<\/u>. If any provision of this Agreement shall SECTION 5.11. Further Assurances<\/u>. In connection with this Agreement SECTION 5.12. No Partnership<\/u>. Nothing in this Agreement and no actions SECTION 5.13. Counterparts<\/u>. This Agreement may be executed in any SECTION 5.14. Third Party Beneficiaries<\/u>. Except for Sections 3.01(m), 49<\/p>\n SECTION 5.15. Binding Effect; Assignment<\/u>. Except as otherwise provided SECTION 5.16. Specific Performance<\/u>. It is hereby agreed and SECTION 5.17. No Third Party Liability<\/u>. This Agreement may only be SECTION 5.18. Termination<\/u>. The provisions of this Agreement shall SECTION 5.19. Joinder<\/u>. Any Person that holds Shares may, with the 50<\/p>\n SECTION 5.20. Cooperation on SEC Filings<\/u>. Each of the Shareholders SECTION 5.21. VCOC Rights<\/u>. (a) Each of the Sponsors, Igloo Co-Invest, (i) Each Fund shall be permitted to select one representative (the (ii) Initially, Mike Bingle shall be appointed as the Representative for (iii) The Company will notify each Representative of any material development (iv) On reasonable prior written notice, each Representative may discuss the (v) Each Representative may examine the books and records of the Company and 51<\/p>\n (vi) Each Fund shall be entitled to request that the Company provide it, when (vii) The Representative for Igloo Co-Invest, LLC shall be entitled to attend (b) The aforementioned rights are intended to satisfy the requirement of (c) The rights described herein with respect to each Fund shall apply and SECTION 5.22. Market Stand-Off<\/u>.<\/p>\n (a) In the event of a Company Public Sale of the Company153s equity securities 52<\/p>\n (b) In the case of an offering of equity securities pursuant to Section 2.01 53<\/p>\n SECTION 5.23. GRANT OF IRREVOCABLE PROXY<\/u>. IN ADDITION TO, AND NOT IN SECTION 5.24. After-Acquired Securities<\/u>. Each Shareholder agrees that, 54<\/p>\n SECTION 5.25. Stock Splits and Similar Transactions<\/u>. All references to SECTION 5.26. Electronic Consent<\/u>. To the extent that this Agreement SECTION 5.27. Aggregation<\/u>. All Shares held or acquired by any SECTION 5.28. Consents, Approvals and Actions<\/u>.<\/p>\n (a) If any consent, approval or action of Silver Lake is required at any time (b) If any consent, approval or action of Warburg Pincus is required at any (c) If any consent, approval or action of the Employee Shareholders is SECTION 5.29. Management Fees; Other Fees<\/u>. The Shareholders 55<\/p>\n SECTION 5.30. Parity of Rights<\/u>. The Company and the Shareholders [Remainder of page intentionally left blank]<\/p>\n 56<\/p>\n Annex I <\/u><\/p>\n The following is an illustrative example of Section 3.01(c)(ii)(y):<\/p>\n If (i) immediately after Closing, Sponsor Group “X” holds 500 million Shares If Sponsor Group “X” subsequently Transfers 110 million Shares (resulting in 1<\/sup><\/p>\n<\/td>\n For purposes of this example, the percentage threshold in clause (x)(II) is 2<\/sup><\/p>\n<\/td>\n 280 million Shares (held by Sponsor Group “Y”) divided by 400 million Shares\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n
\nand effective as of July 29, 2010 by and among the investors set forth on
\nSchedule A<\/u> hereto (collectively, the “Shareholders<\/u>“), Interactive
\nData Corporation, a Delaware corporation (“IDC<\/u>“), Igloo Intermediate
\nCorporation, a Delaware corporation (“Holdings<\/u>“), and Igloo Holdings
\nCorporation, a Delaware corporation.<\/p>\n
\nLLC<\/u>“), Igloo Merger Corporation, a Delaware corporation (“Merger
\nSub<\/u>“), and IDC have entered into an Agreement and Plan of Merger, dated as
\nof May 3, 2010 (the “Merger Agreement<\/u>“), pursuant to which Merger Sub
\nwill merge with and into IDC, with IDC as the surviving corporation (the
\n“Merger<\/u>“);<\/p>\n
\nthe Sponsors (as defined below) entered into an Equity Financing Commitment
\nLetter, dated as of May 3, 2010 (the “Equity Commitment Letter<\/u>“),
\npursuant to which the Sponsors agreed to purchase a portion of the equity of Hg
\nLLC;<\/p>\n
\nrights and obligations under the Equity Commitment Letter;<\/p>\n
\nall of its rights and obligations under those certain equity commitment letters
\ndated as of July 13, 2010, each such letter by and between Hg LLC, on the one
\nhand, and the applicable non-managing members of Igloo Co-Invest, LLC, on the
\nother hand;<\/p>\n
\nand the Company owns all of the issued and outstanding equity interests of Hg
\nLLC, and (ii) Hg LLC owns all of the issued and outstanding capital stock of
\nHoldings and Holdings owns all of the issued and outstanding capital stock of
\nMerger Sub;<\/p>\n
\nCompany will indirectly hold all of the issued and outstanding shares of common
\nstock of IDC;<\/p>\n
\nCommitment Letter or such other agreements or arrangements as may be entered
\ninto among the Shareholders and the Company, each of the Shareholders wishes to
\nsubscribe for equity securities of the Company in exchange for an equity
\ncontribution in the amount set forth opposite such Shareholder153s name on
\nSchedule B<\/u> hereto; and<\/p>\n
\nmanagement of the Company, Holdings and IDC and to set forth the respective
\nrights and obligations of the Shareholders generally.<\/p>\n
\n
\nof the parties hereto, and other good and valuable consideration, the receipt
\nand sufficiency of which are hereby acknowledged, the parties hereto, intending
\nto be legally bound, agree as follows:<\/p>\n
\nfollowing terms have the following meanings:<\/p>\n
\nmay be formed after the Closing Date for the purpose of holding investments in
\nthe Company.<\/p>\n
\ndirectly or indirectly controls, is controlled by, or is under common control
\nwith, such Person; provided<\/u> that, except with respect to Sections
\n3.01(k), 3.02(e) and 4.04, neither portfolio companies (as such term is commonly
\nused in the private equity industry) of a Shareholder nor limited partners,
\nnon-managing members or other similar direct or indirect investors in a
\nShareholder shall be deemed to be Affiliates of such Shareholder; and
\nfurther provided<\/u> that none of the Company, Igloo Co-Invest, LLC, any
\nAdditional Co-Invest Vehicle or any of their respective Subsidiaries shall be
\ndeemed to be an Affiliate of the Sponsors or the Shareholders; and further
\nprovided<\/u> that with respect to any Shareholder that is a “governmental plan”
\nwithin the meaning of ERISA the other branches and departments of the applicable
\ngovernment shall not deemed to be Affiliates of such Shareholder. For these
\npurposes, “control<\/u>” shall mean the possession, direct or indirect, of the
\npower to direct or cause the direction of the management and policies of such
\nPerson, whether through the ownership of voting securities, by contract or
\notherwise.<\/p>\n
\n4.06(f).<\/p>\n
\n4.06(f).<\/p>\n
\nforth in Section 4.06(f).<\/p>\n
\na Shareholder, the excess of (a) the product of (i) the number of Shares held by
\nsuch Shareholder immediately following the consummation of an IPO (or, if and to
\nthe extent applicable, held by such Shareholder indirectly through Igloo
\nCo-Invest, LLC or any Additional Co-Invest Vehicle immediately following the
\nconsummation of the IPO, in each case, based on an assumed hypothetical
\nliquidation of Igloo Co-Invest, LLC or such Additional Co-Invest Vehicle at such
\ntime) multiplied by (ii) a fraction, the numerator of which is the aggregate
\nnumber of Shares Transferred (other than to Permitted Transferees) following the
\nconsummation of the IPO by both Sponsors via Post-IPO Sponsor Transfers pursuant
\nto Section 4.01(b)(v)(x) or (y), and the denominator of which is the number of
\nShares held by the Sponsors, in the aggregate, immediately following the
\nconsummation of an IPO over (b) the aggregate number of Shares transferred by
\nsuch Shareholder pursuant to Section 4.01(b)(v).<\/p>\n
\n
\ndetermination, is an entity of a U.S. state whose indemnification obligations
\nare limited or prohibited by the laws of such state.<\/p>\n
\n4.04(d).<\/p>\n
\nwhich banks in New York, New York or San Francisco, California are authorized or
\nobligated by law or executive order to close.<\/p>\n
\nthe sale, lease or transfer, in one or a series of related transactions, of all
\nor substantially all of the assets of the Company and its Subsidiaries, taken as
\na whole, to any Person other than the Sponsors or their Affiliates or (ii) the
\nacquisition by any Person or group (within the meaning of Section 13(d)(3) or
\nSection 14(d)(2) of the Exchange Act, or any successor provision), including any
\ngroup acting for the purpose of acquiring, holding or disposing of securities
\n(within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor
\nprovision), other than the Sponsors or their Affiliates, in a single transaction
\nor in a related series of transactions, by way of merger, consolidation or other
\nbusiness combination or purchase of beneficial ownership (within the meaning of
\nRule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of
\nthe total voting power of the Company or any of its direct or indirect parent
\ncompanies holding directly or indirectly 100% of the total voting power of the
\nCompany.<\/p>\n
\nthe regulations promulgated thereunder. Any reference to a section of the Code
\nshall include a reference to any successor provision thereto.<\/p>\n
\nLiability Company Operating Agreement of Igloo Co-Invest, LLC, dated as of the
\nClosing Date, as it may be amended, supplemented or otherwise modified from time
\nto time (or any replacement or successor agreement thereto).<\/p>\n
\nand any successor thereto (including, in connection with any IPO, the
\nRegistering Entity).<\/p>\n
\nRights Agreement.<\/p>\n
\n
\n4.08(b).<\/p>\n
\nAgreement.<\/p>\n
\n2010, among Holdings, IDC and the other parties thereto (including, to the
\nextent approved in writing by the Sponsors, any amendments, supplements and
\nother modifications, refinancings and replacements from time to time after the
\ndate hereof).<\/p>\n
\ndetermination, any Sponsor that is entitled to designate three (3) directors at
\nsuch time pursuant to Section 3.01(c) (subject to any adjustment pursuant to the
\nfirst sentence of Section 3.01(d)).<\/p>\n
\n4.04(d).<\/p>\n
\nstock bonus, stock ownership, stock purchase, phantom stock or other equity
\nincentive plan, agreement, commitment or arrangement for the benefit of one or
\nmore employees, directors, officers and\/or consultants of the Company or any of
\nits Subsidiaries; provided<\/u>, however<\/u>, that, for purposes of Section
\n3.02(j), Employee Equity Arrangement shall not be deemed to include any
\nsubscription, stock purchase or similar agreement entered into with the Company
\nand approved by the Board, pursuant to which any Employee Shareholder purchased
\nShares for cash.<\/p>\n
\nconsummation of an IPO by the Sponsors (with each Sponsor making 50% of such
\nsales unless otherwise agreed by the Sponsors) to either (a) employees,
\nconsultants and\/or directors (excluding Sponsor Directors) of the Company and
\nits Subsidiaries pursuant to any Employee Equity Arrangement or (b) the Company
\nin connection with a substantially simultaneous offering by the Company of an
\nequivalent number of Shares to employees, consultants and\/or directors
\n(excluding Sponsor Directors) of the Company and its Subsidiaries pursuant to
\nany Employee Equity Arrangement.<\/p>\n
\nconsultant of the Company or any of its Subsidiaries who holds Shares.<\/p>\n
\n
\n1974, as amended, and the regulations promulgated thereunder. Any reference to a
\nsection of ERISA shall include a reference to any successor provision thereto.\n<\/p>\n
\nthe aggregate number of Shares held, on the Closing Date, by such Sponsor and
\nits Permitted Transferees minus (ii) 435 million Shares.<\/p>\n
\namended from time to time.<\/p>\n
\nwritten applicable policy existing immediately prior to the Closing Date that
\nwas disclosed to a Sponsor on or prior to July 13, 2010 in connection with the
\npurchase of the Shares or the membership interests in Igloo Co-Invest, LLC and
\nthat provides that the granting of proxies with respect to the voting of public
\ncompany securities held by such Shareholder would violate such policy;
\nprovided<\/u>, that such Shareholder shall cease to be an Excluded Shareholder
\non the date, if any, that such policy is terminated or amended in a manner that
\npermits such Shareholder to grant proxies with respect to public company
\nsecurities held by such Shareholder.<\/p>\n
\nany Employee Equity Arrangement or Employment Arrangement or upon the exercise,
\nconversion or exchange of any securities issued pursuant to any Employee Equity
\nArrangement or Employment Arrangement; provided<\/u>, however<\/u>, that
\nGranted Equity Securities shall not be deemed to include any Shares purchased
\nfor cash by the applicable Employee Shareholder pursuant to a subscription,
\nstock purchase or similar agreement entered into with the Company and approved
\nby the Board.<\/p>\n
\nliability company.<\/p>\n
\n
\nemployed by any Sponsor, any Affiliate of a Sponsor, the Company, Holdings, IDC
\nor any of their respective Subsidiaries.<\/p>\n
\n5.05.<\/p>\n
\n1940, as amended from time to time.<\/p>\n
\nfor cash pursuant to an effective registration statement (other than on Form
\nS-4, S-8 or a comparable form) under the Securities Act.<\/p>\n
\n3.05.<\/p>\n
\nAgreement) during the twelve (12) consecutive month period ending on the last
\nday of the last full calendar month that ended before the measurement date.<\/p>\n
\nFee Agreement, dated as of the date hereof, by and among the Company, IDC,
\nWarburg Pincus LLC and Silver Lake Management Company III, L.L.C., as it may be
\namended, supplemented or otherwise modified from time to time in compliance with
\nSection 5.29 of this Agreement.<\/p>\n
\nAgreement.<\/p>\n
\nvia registered public offering or under Rule 144 through a securities exchange
\nor national quotation system or through a broker, dealer or other market maker,
\nin a manner in which the identity of the purchaser, other than the broker,
\ndealer or market maker through which such sale is being effected, has not been
\ndesignated by the seller and is effected in a manner through which the identity
\nof the purchaser cannot or would not customarily be available to such seller.\n<\/p>\n
\nSection 4.07(c)(ii).<\/p>\n
\n
\n4.07(c)(i).<\/p>\n
\n4.07(c)(i).<\/p>\n
\n4.07(b)(i).<\/p>\n
\nand Permitted Transferees) other than the Sponsors that is a party to this
\nAgreement.<\/p>\n
\nSection 4.06(a).<\/p>\n
\nSection 4.06(a).<\/p>\n
\nClosing Date until the later of (i) the first anniversary of the consummation of
\nthe IPO and (ii) the earlier of (x) the fifth anniversary of the Closing Date
\nand (y) the 25% Float Date, provided that, solely with respect to the Initial
\nCo-Invest Shareholders and their respective Affiliates and Permitted
\nTransferees, such period shall automatically terminate on the tenth anniversary
\nof the Closing Date if it has not terminated prior to such date, or (b) in the
\ncase of any Employee Shareholder, any longer or shorter period as may be agreed
\nin writing between the Company and such Shareholder and that has been approved
\nby the Board (for the avoidance of doubt, it is understood that clause (a) shall
\napply to any Employee Shareholder who is not a party to any such written
\nagreement).<\/p>\n
\nSection 4.01(b).<\/p>\n
\ndefinition of Permitted Syndication Sale.<\/p>\n
\nthe six-month anniversary of the Closing Date, by a Sponsor of a portion of its
\nShares to (x) limited partners, members or other direct or indirect investors of
\nsuch Sponsor or to any Affiliate of the foregoing or (y) other Persons (subject,
\nwith respect to such other Persons, to delivery of the prior written consent of
\nthe other Sponsor, which consent may be withheld for any reason) (each of the
\nforegoing pursuant to clauses (x) or (y), a “Permitted Syndication
\nParty<\/u>“), in each case, (i) at a price per Share not to exceed $1.00 (subject
\nto appropriate adjustments to reflect any stock dividend, split, combination or
\nother recapitalization or similar transaction affecting the Shares occurring
\nafter the date of this Agreement), which is the price per Share paid by such
\nSponsor for such Shares on the Closing Date, and (ii) which sale by a Sponsor
\nmay be effected by (a) a direct sale of such Shares to such Permitted
\nSyndication Party, (b) a direct sale of such Shares to Igloo Co-Invest, LLC
\nand\/or any Additional Co-Invest Vehicle as the entity(ies) in which such
\nPermitted Syndication Party will be directly investing and\/or (c) a direct sale
\nof such Shares to the Company in connection with a substantially simultaneous
\noffering by the Company of an equivalent number of Shares to such Permitted
\nSyndication Party or to Igloo Co-Invest, LLC and\/or any Additional Co-Invest
\nVehicle as the entity in which such Permitted Syndication Party will be directly
\ninvesting.<\/p>\n
\n
\npartnership, association, corporation, limited liability company, unincorporated
\norganization, estate, trust or joint venture, or a government or any agency or
\npolitical subdivision thereof.<\/p>\n
\nSponsors following the consummation of an IPO but prior to the end of the Other
\nShareholder Restricted Period.<\/p>\n
\nShareholder who has been granted, in writing, preemptive rights under Section
\n4.06 but only if such writing was approved by the Board.<\/p>\n
\n(other than the Employee Shareholders) and the Preemptive Rights Employee
\nShareholders.<\/p>\n
\nperiod from the Closing Date until the earlier of the consummation of an IPO and
\nthe consummation of a Change of Control, (ii) with respect to the Preemptive
\nRights Other Shareholders (other than any Preemptive Rights Employee Shareholder
\nsubject to clause (iii) below), the period from the Closing Date until the
\nearlier of the consummation of an IPO and the consummation of a Change of
\nControl; provided<\/u>, however<\/u>, with respect to clause (ii), that
\nsubject to Section 5.18 and solely with respect to the Initial Co-Invest
\nShareholders and their respective Affiliates and Permitted Transferees, in the
\nevent that the consummation of a Change of Control precedes the consummation of
\nan IPO and the Sponsors maintain preemptive rights with respect to the
\nsecurities that they hold following such Change of Control, the Preemptive
\nRights Period shall continue until the earlier of (x) the consummation of an IPO
\nor (y) the date on which the Sponsors no longer have such preemptive rights and
\n(iii) with respect to Preemptive Rights Employee Shareholders, any period as may
\nbe agreed in writing between the Company and such Preemptive Rights Employee
\nShareholder and that has been approved by the Board (for the avoidance of doubt,
\nit is understood that clause (ii) above shall apply to any Preemptive Rights
\nEmployee Shareholder who is not a party to any such written agreement).<\/p>\n
\neach class of securities to be Transferred), a number of securities of such
\nclass determined by multiplying (i) the number of securities of such class
\nproposed to be Transferred by the Selling Sponsors pursuant to Section 4.03 in
\nsuch Transfer, by (ii) a fraction, the numerator of which is the number of
\nsecurities of such class (other than Granted Equity Securities) held by the
\nTagging Shareholder at the time the Tag Notice for such Transfer is given and
\nthe denominator of which is the total number of securities of such class (other
\nthan Granted Equity Securities) held at such time by the Selling Sponsors, all
\nTagging Shareholders (including such Tagging Shareholder) and all other Persons
\nwho otherwise are Transferring, or have a contractual or other right to
\nTransfer, securities of such class in connection with such Transfer;<\/p>\n
\n
\neach class of securities to be Transferred), a number of securities of such
\nclass determined by multiplying (i) the number of securities of such class held
\nby such Shareholder at the time the Drag Notice for such Transfer is given, by
\n(ii) a fraction, the numerator of which is the number of securities of such
\nclass to be Transferred by the Exercising Sponsor(s) and the denominator of
\nwhich is the total number of securities of such class held at such time by the
\nExercising Sponsor(s);<\/p>\n
\nSecurities), a number of Preemptive Securities determined by multiplying (i) the
\nnumber of Preemptive Securities proposed to be issued, by (ii) a fraction, the
\nnumerator of which is the number of Shares held by the Shareholder at the time
\nthe Issuance Notice for such Preemptive Securities is given and the denominator
\nis the total number of Shares held at such time by the Sponsors, all Other
\nShareholders permitted to purchase Preemptive Securities pursuant to Section
\n4.06 and all other Persons who are purchasing, or have a contractual or other
\nright to purchase, such Preemptive Securities; and<\/p>\n
\neach class of securities to be Transferred), a number of ROFO Securities of such
\nclass determined by multiplying (i) the number of ROFO Securities of such class
\nproposed to be Transferred by the Transferring Shareholder, by (ii) a fraction,
\nthe numerator of which is the number of ROFO Securities of such class held by
\nthe relevant Sponsor at the time the Sponsor Transfer Notice for such Transfer
\nis given and the denominator of which is the total number of ROFO Securities of
\nsuch class held at such time by the Sponsors, in the aggregate.<\/p>\n
\n3.01(c).<\/p>\n
\nconsideration paid or payable to the Shareholders consists solely of (i) any
\ncombination of cash and Publicly Traded Securities or (ii) Publicly Traded
\nSecurities.<\/p>\n
\nUnited States or foreign securities exchange or otherwise actively traded in an
\nover-the-counter market in the United States or otherwise.<\/p>\n
\n3.05.<\/p>\n
\nAgreement, dated as of the Closing Date, by and among the Company, certain of
\nthe Shareholders and the other parties thereto, as it may be amended,
\nsupplemented or otherwise modified from time to time (or any replacement or
\nsuccessor provision thereto).<\/p>\n
\n
\nearlier of (i) the 25% Float Date and (ii) the fifth anniversary of the Closing
\nDate.<\/p>\n
\nsuccessor rule thereto.<\/p>\n
\nfrom time to time.<\/p>\n
\nof the Company, and any shares of capital stock of the Company issued with
\nrespect to such common stock by way of a stock dividend or distribution payable
\nthereon or stock split, reverse stock split, recapitalization, reclassification,
\nreorganization, exchange, subdivision or combination thereof (including any
\nshares of common stock of any Registering Entity).<\/p>\n
\nTechnology Investors III, L.P., their respective Affiliates that are direct or
\nindirect equity investors in the Company and any successors to the foregoing
\n(excluding any Additional Co-Invest Vehicle, Igloo Co-Invest, LLC and any
\nEmployee Shareholder).<\/p>\n
\n4.03(f).<\/p>\n
\n4.06(a).<\/p>\n
\nTransferees.<\/p>\n
\nSection 4.06(a).<\/p>\n
\nSection 4.07(b)(ii).<\/p>\n
\n4.07(b)(i).<\/p>\n
\n4.07(b)(i).<\/p>\n
\n
\n(i) a majority of the total voting power of shares of stock or equivalent
\nownership interests entitled (without regard to the occurrence of any
\ncontingency) to vote in the election of directors, managers, trustees or other
\nmembers of the applicable governing body thereof is at the time owned or
\ncontrolled, directly or indirectly, by that Person or one or more of the other
\nSubsidiaries of that Person or a combination thereof, or (ii) if no such
\ngoverning body exists at such entity, a majority of the total voting power of
\nshares of stock or equivalent ownership interests of the entity is at the time
\nowned or controlled, directly or indirectly, by that Person or one or more
\nSubsidiaries of that Person or a combination thereof. For purposes hereof, a
\nPerson or Persons shall be deemed to have a majority ownership interest in a
\nlimited liability company, partnership, association or other business entity if
\nsuch Person or Persons shall be allocated a majority of limited liability
\ncompany, partnership, association or other business entity gains or losses or
\nshall be or control the managing member or general partner of such limited
\nliability company, partnership, association or other business entity.<\/p>\n
\n4.03(c).<\/p>\n
\nencumbrance or other transfer or disposition of any obligation, right or
\ninterest to any other Person, whether directly, indirectly, voluntarily,
\ninvoluntarily, by operation of law, pursuant to judicial process or otherwise,
\nand “Transferred<\/u>“, “Transferring<\/u>” and “Transferee<\/u>” each
\nhave a correlative meaning; provided<\/u> that (i) the change of any trust,
\ntrustee or fiduciary (including the general partner, manager or other managing
\nentity) of a Shareholder (as a successor trust, trustee or fiduciary of such
\nShareholder) and (ii) the transfer of limited partnership interests, limited
\nliability company interests or similar interests in any of the Sponsors, any
\nother private equity fund or any direct or indirect parent entity with respect
\nto any such Sponsor or private equity fund, in each case, shall not constitute a
\nTransfer for purposes of this Agreement.<\/p>\n
\n3.01(c).<\/p>\n
\nRights Agreement.<\/p>\n
\nWarburg Pincus X Partners, L.P., their respective Affiliates that are direct or
\nindirect equity investors in the Company and any successors to the foregoing
\n(excluding any Additional Co-Invest Vehicle, Igloo Co-Invest, LLC and any
\nEmployee Shareholder).<\/p>\n
\n
\nthe Sponsors, after the consummation of an IPO, on which at least twenty-five
\npercent (25%) of the outstanding Shares (i) are held by Persons other than the
\nShareholders or the Company or any of its Subsidiaries (including Holdings and
\nIDC) and (ii) are not subject to transfer restrictions (including under
\napplicable securities laws or pursuant to this Agreement or any Co-Invest
\nAgreement (as defined in the Registration Rights Agreement)) as to which the
\nCompany153s transfer agent has been notified.<\/p>\n
\nexcept as otherwise provided:<\/p>\n
\nan Article or Section of, or Schedule or Exhibit to, this Agreement, and
\nreferences to this Agreement include any recital in or Schedule or Exhibit to
\nthis Agreement.<\/p>\n
\nincorporated by reference into this Agreement.<\/p>\n
\nand shall not affect the construction or interpretation of this Agreement.<\/p>\n
\ninclude the plural and vice versa, words importing the masculine include the
\nfeminine and vice versa, and words importing persons include corporations,
\nassociations, partnerships, joint ventures and limited liability companies and
\nvice versa.<\/p>\n
\nand words of similar meaning refer to this Agreement as a whole and not to any
\nparticular Article, Section or clause. The words “include,” “includes” and
\n“including” shall be deemed to be followed by the words “without limitation.”\n<\/p>\n
\nthe Sponsors in their sole discretion, and the Sponsors may determine, in their
\nsole discretion, whether or not to take actions that are permitted, but not
\nrequired, by this Agreement to be taken by the Sponsors, including the giving or
\nwithholding of any consents contemplated hereby.<\/p>\n
\ndrafting of this Agreement. In the event an ambiguity or question of intention
\nor interpretation arises, this Agreement shall be construed as if drafted
\njointly by the parties hereto, and no presumption or burden of proof shall arise
\nfavoring or disfavoring any party by virtue of the authorship of any provisions
\nof this Agreement.<\/p>\n
\n
\nhereby represents and warrants, severally and not jointly, and solely on its own
\nbehalf, to each other Shareholder and to the Company, Holdings and IDC that as
\nof the date hereof or such later date as such Person shall first become a
\nShareholder:<\/p>\n
\nindividual, such Shareholder is of legal age to execute this Agreement and is
\nlegally competent to do so. If such Shareholder is not an individual, such
\nShareholder is duly organized and validly existing under the laws of its
\njurisdiction of organization and has the necessary power and authority to
\nexecute and deliver this Agreement and to carry out and perform its obligations
\nhereunder, the execution, delivery and performance of this Agreement, and the
\nconsummation of the transactions contemplated hereby, have been duly and validly
\nauthorized and approved by all necessary corporate or other action of such
\nShareholder and no other corporate or other actions or proceedings of such
\nShareholder are necessary to authorize the execution, delivery and performance
\nof this Agreement and the consummation of any of the transactions contemplated
\nhereby. This Agreement has been duly and validly executed and delivered by such
\nShareholder and constitutes its, his or her legal, valid and binding obligation,
\nenforceable against such Shareholder in accordance with its terms, subject to
\nthe effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
\nmoratorium and other similar laws relating to or affecting creditors153 rights
\ngenerally, general equitable principles (whether considered in a proceeding in
\nequity or at law) and any implied covenant of good faith and fair dealing.<\/p>\n
\nthis Agreement, and the consummation of the transactions contemplated hereby, by
\nsuch Shareholder do not and will not (i) result in a breach or violation of any
\nof the terms, conditions or provisions of, or constitute a default (with or
\nwithout notice or lapse of time, or both) under, or give rise to a right of
\ntermination, cancellation or acceleration of any obligation or to the loss of
\nany benefit under, any material indenture, mortgage, deed of trust, credit
\nagreement, note or other evidence of indebtedness, or any lease or other
\nagreement, or any license, permit, franchise or certificate, to which such
\nShareholder is a party or by which it is bound, (ii) require any authorization
\nor approval under or pursuant to any of the foregoing which has not heretofore
\nbeen obtained, (iii) in the case of Shareholders who are not individuals,
\nviolate the organizational or governing documents of such Shareholder, or (iv)
\nviolate any statute, regulation, law, order, writ, injunction, judgment or
\ndecree applicable to such Shareholder or any of its properties.<\/p>\n
\nthe Company, Holdings and IDC hereby represents and warrants to each Shareholder
\nthat as of the date hereof:<\/p>\n
\nHoldings and IDC is a corporation duly organized and validly existing under the
\nlaws of the State of Delaware and has the necessary corporate power and
\nauthority to enter into this Agreement and to carry out its obligations
\nhereunder. The execution of this Agreement, and the consummation of the
\ntransactions contemplated hereby, have been authorized by all necessary
\ncorporate action of each of the Company, Holdings and IDC, and no other
\ncorporate action of each of the Company, Holdings and IDC is necessary to
\nauthorize the execution of this Agreement and the consummation of any of the
\ntransactions contemplated hereby. This Agreement has been duly executed by each
\nof the Company, Holdings and IDC and constitutes its legal, valid and binding
\nobligation, enforceable against each of the Company, Holdings and IDC in
\naccordance with its terms, subject to the effects of bankruptcy, insolvency,
\nfraudulent conveyance, reorganization, moratorium and other similar laws
\nrelating to or affecting creditors153 rights generally, general equitable
\nprinciples (whether considered in a proceeding in equity or at law) and any
\nimplied covenant of good faith and fair dealing.<\/p>\n
\n
\nthis Agreement by each of the Company, Holdings and IDC do not and will not (i)
\nresult in a breach of any of the terms, conditions or provisions of, or
\nconstitute a default under, any material indenture, mortgage, deed of trust,
\ncredit agreement, note or other evidence of indebtedness, or any lease or other
\nagreement, or any license, permit, franchise or certificate, to which the
\nCompany, Holdings or IDC is a party or by which the Company, Holdings or IDC is
\nbound, (ii) require any authorization or approval under or pursuant to any of
\nthe foregoing which has not heretofore been obtained, (iii) violate the
\norganizational or governing documents of the Company, Holdings or IDC, or (iv)
\nviolate in any material respect any statute, regulation, law, order, writ,
\ninjunction or decree to which the Company, Holdings or IDC is subject.<\/p>\n
\nrepresentations and warranties may be relied upon by the Company, Holdings, IDC
\nand by the Shareholders, in connection with the entering into of this Agreement.\n<\/p>\n
\nCompany shall be governed by a Board of Directors (the “Board<\/u>“).<\/p>\n
\nconsist of up to ten (10) directors and shall include (i) three (3) directors
\ndesignated by Warburg Pincus (each, a “WP Director<\/u>“), (ii) three (3)
\ndirectors designated by Silver Lake (each, a “Silver Lake Director<\/u>” and
\nthe Silver Lake Directors together with the WP Directors, the “Sponsor
\nDirectors<\/u>“), (iii) the Executive Chairman (if and only for so long as the
\nCompany shall have an employee serving in such capacity), (iv) the Chief
\nExecutive Officer of IDC and (v) up to two (2) Independent Directors designated
\nby the unanimous written consent of the Sponsors.<\/p>\n
\n
\nSection 3.01(b) or nominate three (3) directors pursuant to Section 3.01(l)
\nshall be subject to the following:<\/p>\n
\nthan Transfers to Permitted Transferees) Shares resulting in such Sponsor Group
\nholding, immediately after such Transfer, less than 300 million Shares, then the
\nSponsor that is a member of such Sponsor Group shall only be entitled to
\ndesignate or nominate, as applicable, two (2) directors. If, at any time after
\nthe Closing Date, a Sponsor Group Transfers (other than Transfers to Permitted
\nTransferees) Shares resulting in such Sponsor Group holding, immediately after
\nsuch Transfer, less than 150 million Shares, then the Sponsor that is a member
\nof such Sponsor Group shall only be entitled to designate or nominate, as
\napplicable, one (1) director. If, at any time after the Closing Date, a Sponsor
\nGroup Transfers (other than Transfers to Permitted Transferees) Shares resulting
\nin such Sponsor Group holding, immediately after such Transfer, less than 25
\nmillion Shares, then the Sponsor that is a member of such Sponsor Group shall
\nnot be entitled to designate or nominate, as applicable, any directors.<\/p>\n
\nSponsor Group, there shall be no reduction in Board designation rights pursuant
\nto this Section 3.01(c) if the Sponsor Group effecting such Transfer (the
\n“Transferring Sponsor Group<\/u>“) either (x) holds, immediately after such
\nTransfer, (I) fewer Shares than the other Sponsor Group and (II) such number of
\nShares held by the Transferring Sponsor Group effecting such Transfer is equal
\nto or greater than the product of 51.48% multiplied by the number of Shares held
\nby the other Sponsor Group immediately after such Transfer or (y) holds,
\nimmediately after such Transfer, more Shares than the other Sponsor Group and a
\nreduction in the Board designation rights has not been effected previously with
\nrespect to such other Sponsor Group as a result of the application of clause (x)
\nof this paragraph to such other Sponsor Group (an illustrative example of the
\napplication of this clause (y) is set forth in Annex I hereto).<\/p>\n
\nSection 3.01(c)(i) shall automatically be proportionately adjusted downward in
\nthe event of a Transfer or other transaction or series of related Transfers or
\nother transactions in which the number of Shares held by both Sponsor Groups is
\nproportionately reduced (a “Proportionate Reduction Event<\/u>“), such that
\nif, for example, there is a pro rata Transfer of ten percent (10%) of the Shares
\nheld by both Sponsor Groups, then the thresholds set forth in this paragraph
\nshall be reduced by ten percent (10%); provided<\/u>, that in no event shall
\nany such proportionate reduction of the numbers of Shares in connection with a
\nProportionate Reduction Event entitle either Sponsor to recover any Board
\ndesignation rights that it had lost pursuant to the preceding sentence prior to
\nsuch Proportionate Reduction Event.<\/p>\n
\nSponsors (or, if only one Sponsor is a Determination Sponsor at such time, the
\nControlling Sponsor), in the event that the number of a Sponsor153s director
\ndesignees is reduced in the manner described in this Section 3.01(c), the size
\nof the Board shall automatically be decreased on a one-for-one basis with any
\nsuch reduction.<\/p>\n
\nwritten agreement of the Sponsors. Notwithstanding the foregoing sentence, at
\nsuch time as only one of the Sponsors is a Determination Sponsor, the Sponsor
\nthat is such Determination Sponsor (the “Controlling Sponsor<\/u>“) shall be
\nentitled to change the composition of the Board in its sole discretion and
\nwithout the consent of the other Sponsor (including to the effect, if so
\ndesired, that the Controlling Sponsor has the right to designate a majority of
\nthe directors to the Board), subject to compliance with such other Sponsor153s
\nBoard designation rights under this Section 3.01, if any.<\/p>\n
\n
\ndesignate and remove its Sponsor Directors, as well as the exclusive right to
\nfill vacancies created by its not having designated a director it is entitled to
\ndesignate or by reason of death, removal or resignation of any such designee.\n<\/p>\n
\nthe directors; provided<\/u>, that neither the Board nor any committee of the
\nBoard shall be permitted to take any action without the prior consent of (i)
\nWarburg Pincus, if Warburg Pincus is, at such time, a Determination Sponsor, and
\n(ii) Silver Lake, if Silver Lake is, at such time, a Determination Sponsor.<\/p>\n
\nnot cause or allow any of their Subsidiaries to take or commit to take, any of
\nthe following actions without the prior approval and consent(s) required at such
\ntime pursuant to Section 3.01(f):<\/p>\n
\nplan, related business policies and any material amendments and deviations from
\nthe foregoing;<\/p>\n
\ncontract, including any employment agreement, consulting agreement or other
\nsimilar agreement or arrangement (an “Employment Arrangement<\/u>“), whether
\nwritten or oral, with a term of more than one (1) year or providing for an
\nannual base salary and bonus, commissions or severance reasonably expected to
\nexceed $150,000;<\/p>\n
\nother action that would reasonably be expected to constitute “good reason” (or
\nany similar concept) under any applicable employment agreement or benefit plan
\nwith respect to, the Executive Chairman, the Chief Executive Officer or Chief
\nFinancial Officer, or any other executive officer who reports directly to the
\nChief Executive Officer, or the execution or material amendment of any
\nEmployment Arrangement with any such executive officer;<\/p>\n
\nor similar or related agreement with, any financial or investment banking
\nadvisor in connection with any financing, merger or acquisition or similar
\nmaterial strategic transactions involving the Company or any of its
\nSubsidiaries;<\/p>\n
\ntime) lines of business;<\/p>\n
\nany equity securities of the Company or any of its Subsidiaries;<\/p>\n
\n
\nthe vesting of shares under any Employee Equity Arrangement, except for any
\nacceleration of vesting that occurs automatically pursuant to the terms of any
\nawards previously approved pursuant to this Section 3.01(g)(vii);<\/p>\n
\neffectuation of any material changes in accounting methods or policies (other
\nthan as required by generally accepted accounting principles or applicable law);\n<\/p>\n
\nany capital stock or other equity interests in, any Subsidiary;<\/p>\n
\ncommittee and a compensation committee) or any material modification of the
\npowers, duties or responsibilities of any such committee;<\/p>\n
\nindividual is serving in such capacity at such time) as Chairman of the Board;\n<\/p>\n
\nfor the issuance of Shares upon the exercise of options or other awards
\npreviously approved pursuant to Section 3.01(g)(vii), the authorization or
\nissuance of any capital stock or other equity interests of the Company or any of
\nits Subsidiaries (except any creation and\/or issuance to the Company or any of
\nits wholly-owned Subsidiaries and any related authorization);<\/p>\n
\nincentive plans and the aggregate amounts payable to employees under such plans;\n<\/p>\n
\nBoard and the Sponsors (in accordance with this Section 3.01(g)), the
\nincurrence, assumption (including by way of acquisition or guarantee of
\nindebtedness for borrowed money), optional prepayment, redemption, repurchase or
\nother retirement for value of any indebtedness for borrowed money of the Company
\nand its Subsidiaries or the material amendment or modification of the
\ndocumentation governing any indebtedness for borrowed money of the Company and
\nits Subsidiaries; and<\/p>\n
\nstockholders of the Company.<\/p>\n
\nnecessary to cause the membership of the Board and any committees of the Board
\nto consist of persons designated in accordance with the provisions of this
\nSection 3.01 (including by voting or providing a written consent or proxy with
\nrespect to each Shareholder153s Shares or causing the adoption of shareholders
\nresolutions and amendments to the certificate of incorporation, bylaws or
\nequivalent governing documents of the Company). At the request of either Sponsor
\nthat is then entitled to designate at least one Sponsor Director, the Company,
\nHoldings, IDC and the Shareholders shall take all actions reasonably necessary
\nto cause the persons constituting the Board to be appointed as the sole members
\nof the boards of directors (or similar governing bodies) of Holdings, IDC and
\nany or all of their respective Subsidiaries. Notwithstanding anything that may
\nbe permitted pursuant to the constituent documents of the Company, Holdings, IDC
\nor any of their respective Subsidiaries, no Shareholder or Affiliate thereof
\nshall take any action with respect to the Company, Holdings, IDC or any of their
\nrespective Subsidiaries that would be inconsistent with the provisions of this
\nAgreement.<\/p>\n
\n
\nrecuse himself or herself from the approval of any action to be taken by the
\nBoard (or the board of directors or a similar governing body) of Holdings, IDC
\nor any of their respective Subsidiaries, such director may designate an
\nalternate director or give a proxy to another director of his or her choosing in
\naccordance with, and to the extent permitted by, applicable law.<\/p>\n
\nto the nomination of directors pursuant to Section 3.01(l)) shall terminate upon
\nthe consummation of an IPO.<\/p>\n
\neither Sponsor that is then entitled to designate at least one Sponsor Director,
\nthe boards of directors or similar governing bodies of Holdings and IDC and any
\nof their respective Subsidiaries) shall be required to establish an audit
\ncommittee and a compensation committee. To the extent permitted by applicable
\nlaws and regulations and stock exchange listing rules, each Sponsor Group shall
\nbe entitled to have at least one of the directors designated or nominated by
\nsuch Sponsor Group pursuant to this Section 3.01 serve as a member of each such
\ncommittee, as well as any other committees that the Board (or, prior to the
\nconsummation of an IPO, the board of directors or similar governing bodies of
\nHoldings and IDC and any of their respective Subsidiaries) shall determine to
\nestablish, for as long as such Sponsor Group is entitled to designate or
\nnominate at least one director pursuant to this Section 3.01; provided<\/u>,
\nhowever<\/u>, that if the Board (or, prior to the consummation of an IPO, the
\nboard of directors or similar governing bodies of Holdings and IDC and any of
\ntheir respective Subsidiaries) shall establish a committee to consider a
\nproposed transaction between either Sponsor (or any of its Affiliates), on the
\none hand, and the Company or any of its Subsidiaries, on the other hand, then
\nthe directors designated or nominated by the applicable Sponsor whose (or whose
\nAffiliate153s) transaction is being considered by such committee shall be excluded
\nfrom participation on such committee.<\/p>\n
\nby the Sponsors and subject to
\nSection 3.01(c), each Sponsor shall have the right to nominate three (3)
\ndirectors of the Board. For so long as a Sponsor Group has the right to nominate
\none or more directors for election pursuant to this Section 3.01(l), in
\nconnection with each election of directors, the Company shall nominate each such
\ndirector for election to the Board as part of the slate that is included in the
\nproxy statement (or consent solicitation or similar document) of the Company
\nrelating to the election of directors and shall provide the highest level of
\nsupport for the election of such directors as it provides to any other
\nindividual standing for election to the Board as part of the Company153s slate of
\ndirectors. For so long as each Sponsor has the right to nominate three (3)
\ndirectors pursuant to this Section 3.01(l), the Company and each Shareholder
\nshall take such actions as are necessary to cause the Sponsors153 six (6)
\ndirectors to constitute a majority of the Board immediately following the
\nconsummation of the IPO.<\/p>\n
\n
\nmay be, shall reimburse the directors for all reasonable out-of-pocket expenses
\nincurred in connection with their attendance at meetings of the Board or the
\nboards of directors (or similar governing bodies) of Holdings, IDC or such
\nSubsidiaries, and any committees thereof, including travel, lodging and meal
\nexpenses.<\/p>\n
\nindemnity insurance on commercially reasonable terms as determined by the Board
\nand that is reasonably acceptable to each Sponsor Group that is then entitled to
\ndesignate or nominate at least one director.<\/p>\n
\npursuant to the Company153s certificate of incorporation and the bylaws, each
\nperson designated or nominated by a Sponsor Group to serve on the Board or the
\nboard of directors (or a similar governing body) of Holdings, IDC or any of
\ntheir respective Subsidiaries shall have the right to enter into, and each of
\nthe Company, Holdings and IDC agrees to enter into (and\/or to cause such
\nSubsidiaries to enter into), an indemnification agreement in a form consistent
\nwith indemnification agreements customarily entered into between companies and
\ntheir independent board members and a related indemnification side letter with
\nthe Sponsors confirming that the Company or any of its Subsidiaries are the
\nprimary obligors in director indemnification matters in a form consistent with
\nindemnification side letters customarily entered into between companies and
\ntheir investors.<\/p>\n
\nnomination right under this Section 3.01, the right to designate or nominate one
\nsuch member of the Board pursuant to this Section 3.01 shall be exercisable
\nsolely by Silver Lake Partners III, L.P.<\/p>\n
\nnomination right under this Section 3.01, the right to designate or nominate one
\nsuch member of the Board pursuant to this Section 3.01 shall be exercisable
\nsolely by Warburg Pincus Private Equity X, L.P.<\/p>\n
\nto such Sponsor153s Permitted Transferees but otherwise shall not be transferable
\nother than with the prior written consent of the other Sponsor.<\/p>\n
\nControl.<\/p>\n
\n
\nthe consummation of an IPO and the consummation of a Change of Control, the
\nCompany, Holdings and IDC shall not take or commit to take, and shall not cause
\nor allow any of their respective Subsidiaries to take or commit to take, any of
\nthe following actions without the prior written consent of each Sponsor that is,
\nat such time, entitled to designate at least two (2) directors pursuant to
\nSection 3.01:<\/p>\n
\nthe certificate of incorporation, by-laws or equivalent constituent documents of
\nthe Company, Holdings or IDC (excluding (A) any increase in authorized capital
\nstock or other equity interests available for issuance, (B) the creation of any
\nnew class or series of capital stock or other equity interests, (C) the
\namendments contemplated by Section 3.05 and (D) any other amendment, change,
\nalteration or repeal consistent with provisions of this Agreement that are in
\neffect at such time);<\/p>\n
\nor other equity interests, other than dividends or distributions (i) to the
\nCompany or any of its wholly-owned Subsidiaries or (ii) in which both Sponsors
\nparticipate on a pro rata basis based on their relative ownership of shares of
\ncapital stock and other equity interests;<\/p>\n
\nother than upon such employees153 termination of employment pursuant to the terms
\nof repurchase or similar agreements or arrangements, in effect from time to
\ntime, providing for the repurchase or redemption of capital stock or other
\nequity securities at fair market value or, if such termination is for “cause”
\n(as defined in such applicable agreements or arrangements) or in other
\napplicable circumstances that permit the Company or its Subsidiaries to
\nrepurchase or redeem equity securities from employees, at the lesser of fair
\nmarket value and the purchase price paid or ascribed to such capital stock or
\nother equity securities upon such employees153 acquisition thereof, or (ii) either
\nor both Sponsors, other than repurchases or redemptions in which both Sponsors
\nparticipate on a pro rata basis based on their relative ownership of shares of
\ncapital stock and other equity interests;<\/p>\n
\nwind-up of the business and affairs or any similar transaction or other action
\nrelating to an entity153s insolvency, in each case of the Company, Holdings, IDC
\nor any of their respective material Subsidiaries, or any consent to any of the
\nforegoing;<\/p>\n
\ntheir respective Subsidiaries, on the one hand, and any director or executive
\nofficer of the Company, Holdings, IDC or any of their respective Subsidiaries,
\nany Shareholder that beneficially owns (together with its Affiliates) more than
\n5% of the voting power of the Company or any executive officer, director,
\nmanager, Affiliate or immediate family members of any of the foregoing, on the
\nother hand, other than (i) transactions on arms length terms with any portfolio
\ncompany of a Sponsor or its Affiliates and (ii) employment and compensation and
\nbenefits arrangements with an employee of the Company, Holdings, IDC or any of
\ntheir respective Subsidiaries;<\/p>\n
\nor cause a Change of Control;<\/p>\n
\n
\nexcess of $100 million in any single transaction or series of related
\ntransactions (other than any sale or licensing of products or services in the
\nordinary course of business), the acquisition of stock or assets for aggregate
\nconsideration with a fair market value (as determined in good faith by the
\nBoard) in excess of $100 million in any single transaction or series of related
\ntransactions or the entry into any joint ventures, partnerships or similar
\ntransactions that involve the contribution or participation of assets of the
\nCompany and its Subsidiaries with a fair market value (as determined in good
\nfaith by the Board) in excess of $100 million in any single transaction or
\nseries of related transactions;<\/p>\n
\nmaterial to the Company and its Subsidiaries taken as a whole and is unrelated
\nto any existing line of business of the Company or its Subsidiaries;<\/p>\n
\nSponsor of its rights under Section 3.05;<\/p>\n
\nnumber of any equity securities of the Company or any of its Subsidiaries
\nreserved for issuance under any such Employee Equity Arrangement, provided that
\nno consent shall be required if such Employee Equity Arrangement or increase
\npermits, together with any then-existing Employee Equity Arrangements or
\nincreases, issuing only (i) options to purchase up to six percent (6%) of the
\nthen-outstanding Shares with such options having a strike price equal to or
\ngreater than the fair market value of the Shares at the time of grant, (ii)
\nrestricted stock or other awards having a fair market value at the time of grant
\nnot in excess of the Black-Scholes value of options to purchase up to six
\npercent (6%) of the then-outstanding Shares with such options having a strike
\nprice equal to or greater than the fair market value of the Shares at such time
\nor (iii) some combination of such options and such restricted stock and other
\nawards with a value, as determined on a pro rata basis in the manner
\ncontemplated in clauses (i) and (ii) above, not in excess of either of clauses
\n(i) or (ii) above;<\/p>\n
\ninvestigation or administrative or similar proceeding (each, a
\n“Proceeding<\/u>“) or series of related Proceedings reasonably expected to
\ninvolve consideration payable by or to the Company or any of its Subsidiaries in
\nexcess of $50 million or to result in the Company or any of its Subsidiaries
\nbecoming subject to a limitation on the operation of its business that is
\nmaterial to the Company, its Subsidiaries, taken as a whole;<\/p>\n
\nof indebtedness for borrowed money (collectively, an “incurrence<\/u>“) that
\nwould result in aggregate outstanding indebtedness for borrowed money of the
\nCompany and its Subsidiaries, after giving pro forma effect to the incurrence of
\nsuch indebtedness for borrowed money and the application of the net proceeds
\ntherefrom as if the additional indebtedness for borrowed money had been
\nincurred, and the application of the net proceeds therefrom had occurred, at the
\nbeginning of the applicable twelve (12) consecutive calendar month period in
\nwhich LTM EBITDA is to be calculated, being in excess of five times (5.0x) LTM
\nEBITDA, provided<\/u>, however<\/u> that the foregoing limitation shall not
\napply to indebtedness for borrowed money incurred by the Company and its
\nSubsidiaries that does not exceed at any one time outstanding $100 million; and\n<\/p>\n
\n
\nto such Sponsor153s Permitted Transferees but otherwise shall not be transferable
\nother than with the prior written consent of the other Sponsor.<\/p>\n
\nacknowledges that the directors designated or nominated by the Sponsor Groups
\npursuant to Section 3.01 may share confidential, non-public information about
\nthe Company, Holdings, IDC and their respective Subsidiaries (including any
\nmaterials received in their capacities as members of the Board or any other
\nboard of directors (or similar governing body) of Holdings, IDC or any of their
\nrespective Subsidiaries, except to the extent the sharing of such materials
\nwould be reasonably likely to result in the waiver or loss of attorney-client
\nprivilege) with the Sponsors and their Affiliates and their respective limited
\npartners, members and direct and indirect investors, in each case, on a
\nconfidential basis.<\/p>\n
\nAgreement, (ii) as required by applicable law and (iii) authority granted to an
\nindividual as an officer of the Company or its Subsidiaries, no Shareholder
\nshall have the authority to manage the business and affairs of the Company or to
\ncontract for or incur on behalf of the Company any debts, liabilities or other
\nobligations. No such action of a Shareholder in violation of the preceding
\nsentence will be binding on the Company.<\/p>\n
\nof a Change of Control, the Company shall provide Igloo Co-Invest, LLC, any
\nAdditional Co-Invest Vehicle and any Shareholder that holds, as of such time, at
\nleast 10 million Shares (each of the foregoing, an “Information
\nRecipient<\/u>“), a copy of each of the following:<\/p>\n
\nthe Board of Directors of IDC, a copy of the annual budget of IDC and its
\nSubsidiaries;<\/p>\n
\nHoldings or IDC is a reporting company under the Exchange Act (and none of the
\nCompany, Holdings or IDC otherwise files reports required to be filed by
\nExchange Act reporting companies), as promptly as practicable after they are
\nprovided to the lenders pursuant to the terms of the Credit Agreement, the
\nunaudited quarterly financial statements of IDC and its Subsidiaries;<\/p>\n
\nor IDC is a reporting company under the Exchange Act (and none of the Company,
\nHoldings or IDC otherwise files reports required to be filed by Exchange Act
\nreporting companies), as promptly as practicable after they are provided to the
\nlenders pursuant to the terms of the Credit Agreement, the audited annual
\nfinancial statements of IDC and its Subsidiaries; and<\/p>\n
\npracticable after they are provided to the lenders pursuant to the terms of the
\nCredit Agreement, copies of any quarterly covenant compliance certificates
\nrequired to be delivered pursuant to the terms of the Credit Agreement.<\/p>\n
\n
\nof a Change of Control, upon receipt of a written request from any Information
\nRecipient:<\/p>\n
\nInformation Recipients an updated capitalization table of the Company,
\nreflecting the fully-diluted capitalization of the Company as of the end of the
\nprevious fiscal quarter; provided<\/u>, that in no event may the Information
\nRecipients collectively make more than one such request in any fiscal quarter;
\nand<\/p>\n
\nefforts to provide to each of the Information Recipients a summary of any
\ntransactions between the Company or its Subsidiaries, on the one hand, and the
\nSponsors or their Affiliates, on the other hand, in which the proceeds payable
\nby either party to the other exceeds $100 million; provided<\/u>, that in no
\nevent may the Information Recipients, collectively, make more than one such
\nrequest in any six-month period.<\/p>\n
\nacknowledge and agree, notwithstanding anything to the contrary in this
\nAgreement or any other agreement or at law or in equity, that when any
\nShareholder, including any Sponsor, takes any action under this Agreement to
\ngive or withhold its consent, such Shareholder shall have no duty to consider
\nthe interests of the Company, Holdings, IDC or the other Shareholders or any of
\ntheir respective Affiliates and may act exclusively in its own interest and
\nshall have only the duty to act in good faith.<\/p>\n
\nagreed by the Sponsors:<\/p>\n
\nheld at any time at any location specified in the notice thereof in such place
\nwithin or without the State of Delaware when called by any Sponsor Director.
\nDirectors may participate in a meeting of the Board by means of conference
\ntelephone or similar communications equipment by means of which all persons
\nparticipating in the meeting can hear each other or by any other means permitted
\nby law.<\/p>\n
\ngiven to each director. It shall be reasonable and sufficient notice to a
\ndirector to send notice by first-class mail at least seven (7) days (or by
\novernight delivery, electronic mail, facsimile or hand delivery at least
\nforty-eight (48) hours) before any meeting of the Board addressed to such
\ndirector at such director153s usual business address. Notice of a meeting of the
\nBoard need not be given to any director if a written waiver of notice, executed
\nby such director before or after such meeting, is filed with the records of such
\nmeeting, or to any director who participates in such meeting without protesting
\nprior thereto or at the commencement thereof with respect to the lack of notice
\nto such director. Neither notice of a Board meeting nor a waiver of a notice
\nneed specify the purposes of such meeting.<\/p>\n
\n
\nmay be taken without a meeting pursuant to a written consent signed by each
\ndirector, and such writing or writings shall be filed with the records of the
\nmeetings of the Board. Such consent shall be treated for all purposes as the act
\nof the Board.<\/p>\n
\nan IPO and the consummation of a Change of Control.<\/p>\n
\nand agree that, at any time after the fifth anniversary of the Closing Date but
\nprior to the consummation of an IPO, either Sponsor that is, at such time, a
\nDetermination Sponsor (such initiating Sponsor, an “Initiating Sponsor<\/u>“)
\nmay require the Company, by sending a written request therefor to the Company,
\nto initiate an IPO (a “Forced IPO<\/u>“) of the Registering Entity as agreed
\nby the Initiating Sponsor. Upon delivery of a written request for a Forced IPO
\nby an Initiating Sponsor, the Company shall promptly (and in any event, no later
\nthan ninety (90) days after such request) cause the Registering Entity to file a
\nForm S-1 (or other applicable registration statement) relating to such Forced
\nIPO (the “IPO Registration Statement<\/u>“) with respect to such number of
\nShares as is recommended by the managing underwriter or underwriters to be
\noffered for sale by the Registering Entity in the IPO Registration Statement
\n(the “Recommended Primary Securities<\/u>“) and no more than such number of
\nShares as is recommended by the managing underwriter or underwriters to be
\noffered for sale by any stockholders of the Company that have registration
\nrights with respect to their equity securities of the Company. The Company shall
\nuse its reasonable best efforts (a) to cause the Registering Entity to amend its
\ncertificate of incorporation (or equivalent governing document) (i) to increase
\nits authorized capital to permit the issuance and sale of the Recommended
\nPrimary Securities and (ii) to include terms customarily included in the
\ncertificate of incorporation (or equivalent governing document) of an entity
\neffecting an initial public offering, (b) to cause the IPO Registration
\nStatement to be declared effective promptly under (i) the Securities Act and
\n(ii) the “Blue Sky” laws of such jurisdictions as the Initiating Sponsor, any
\nunderwriter or any other participating Shareholder, if any, reasonably requests
\nand (c) to list the Shares on a stock exchange that is reasonably acceptable to
\nthe Initiating Sponsor. The Initiating Sponsor shall have the right to select
\nthe managing underwriter or underwriters to administer the offering and the
\nCompany shall cause the Registering Entity to enter into an underwriting
\nagreement with such underwriters and perform its obligations thereunder;
\nprovided<\/u>, that such managing underwriter or underwriters and such
\nunderwriting agreement shall be reasonably acceptable to the Company. In
\naddition, upon delivery of a written request for a Forced IPO by an Initiating
\nSponsor, the Company shall cause the Registering Entity to take, and each
\nShareholder shall take, all other actions reasonably necessary to cause the
\nconsummation of the Forced IPO, including, to the extent applicable, causing the
\nRegistering Entity to retain legal counsel and an accounting firm reasonably
\nacceptable to the Sponsors, all at the expense of the Registering Entity.<\/p>\n
\n
\nTransfer any of its shares of capital stock or other equity securities of the
\nCompany or any of its Subsidiaries except as follows (and in any case subject to
\nSections 4.01(e), 4.01(g), 4.05 and 4.07):<\/p>\n
\nsuch time, at least 150 million Shares;<\/p>\n
\nset forth in Section 4.03;<\/p>\n
\nset forth in Section 4.04;<\/p>\n
\ngranted by the Company or such Subsidiary to such Shareholder;<\/p>\n
\nAffiliates in connection with the exercise of any put call or similar terms of
\nany Employment Arrangement, Employee Equity Arrangement or Employee Equity Sale;\n<\/p>\n
\napplicable to such Employee Shareholder.<\/p>\n
\nEmployee Shareholders, who shall instead be subject to Section 4.01(a)) may
\nTransfer any of its shares of capital stock or other equity securities of the
\nCompany or any of its Subsidiaries except as follows (and in any case subject to
\nSections 4.01(e), 4.01(g), 4.05 and 4.07):<\/p>\n
\nsuch time, at least 150 million Shares;<\/p>\n
\nset forth in Section 4.03 (including, with respect to Approved Shareholders,
\nSection 4.03(f));<\/p>\n
\nset forth in Section 4.04;<\/p>\n
\n
\nMarket Transfers (except to the extent (I) clause (vi) applies to such Market
\nTransfer or (II) such Other Shareholder is provided an opportunity to offer and
\nsell Shares in such Market Transfer on a pro rata basis based on the number of
\nShares held by such Other Shareholder and the number of Shares held by all
\nShareholders offering and selling Shares in such Market Transfer) or (y)
\ndistributions to the Sponsors153 respective limited partners, members and other
\ndirect and indirect investors, Transfers of Shares in an amount not to exceed,
\nin the aggregate with respect to such Other Shareholder, the Applicable Sponsor
\nTransfer Exclusion Amount in effect from time to time for such Other Shareholder
\n(for the avoidance of doubt, any Transfers pursuant to Sections 4.01(b)(i),
\n4.01(b)(iii), 4.01(b)(iv), 4.01(b)(vi) or 4.01(b)(vii) shall not be deemed to be
\na Transfer pursuant to this Section 4.01(b)(v));<\/p>\n
\nrights granted by the Company or such Subsidiary to such Shareholder under the
\nRegistration Rights Agreement or otherwise;<\/p>\n
\nShareholders of their rights set forth in Section 4.06(f);<\/p>\n
\nthe Co-Invest LLC Agreement or to a Parallel Investment Entity in accordance
\nwith provisions in the operating agreement (or other similar governing document)
\nthat are similar to Sections 11.01 and 11.03 of the Co-Invest LLC Agreement (a
\n“Parallel Investment Entity Transfer<\/u>“);<\/p>\n
\napplicable to such Other Shareholder.<\/p>\n
\napplicable Shareholder held 100 Shares, and the Sponsors held 1,000 Shares, in
\neach case immediately following the consummation of the IPO, and the Sponsors
\ncollectively sell 200 Shares on the first anniversary of the consummation of the
\nIPO (but during the Other Shareholder Restricted Period) and another 250 Shares
\non the eighteen (18) month anniversary of the consummation of the IPO (but
\nduring the Other Shareholder Restricted Period), the applicable Shareholder
\nshall be permitted to sell, pursuant to clause (v) above, up to 20 Shares
\nfollowing the first anniversary of the consummation of the IPO and up to an
\nadditional 25 Shares following the eighteen (18) month anniversary of the
\nconsummation of the IPO, or, following such eighteen (18) month anniversary of
\nthe consummation of the IPO, up to an aggregate of 45 Shares (if none of the 20
\nShares were Transferred pursuant to clause (v) above following the first
\nanniversary of the consummation of the IPO).<\/p>\n
\n
\nequity securities of the Company or any of its Subsidiaries except as follows
\n(and in any case subject to Sections 4.01(e), 4.01(g), 4.05 and 4.07):<\/p>\n
\nset forth in Section 4.03;<\/p>\n
\nset forth in Section 4.04;<\/p>\n
\nconsequent upon, the exercise by one or more other Shareholders of their rights
\nset forth in Section 4.06(f);<\/p>\n
\ncause such Sponsor, immediately after completion of such Permitted Syndication
\nSale, to hold less than 435 million Shares. In addition, the Sponsors agree that
\nin the event that both Sponsors desire to engage in Permitted Syndication Sales,
\nthe Sponsors shall coordinate their sales efforts relating to all such potential
\nPermitted Syndication Sales and the Shares to be sold in any such Permitted
\nSyndication Sales shall be allocated for sale, as between the Sponsors, on a pro
\nrata basis based on their relative Excess Amounts (or such other allocation as
\nthe Sponsors shall as of such time agree in writing).<\/p>\n
\n
\nprior written consent of both Sponsors, after the date hereof, no Shareholder
\nshall be entitled to Transfer any of its capital stock or other equity interest
\nof the Company or any of its Subsidiaries to any Person (whether or not to a
\nPermitted Transferee) that, in the reasonable judgment of the Sponsors, (x) is
\nan actual or known potential competitor of the Company, Holdings, IDC or any of
\ntheir respective Subsidiaries (other than a securities firm or broker-dealer
\nacting in its capacity as such), (y) is known to be adverse to the interests of
\nthe Company, Holdings, IDC or any of their respective Subsidiaries (other than a
\nsecurities firm or broker-dealer acting in its capacity as such in connection
\nwith such Transfer) as a result of a current or former litigation, arbitration,
\ndispute or claim (each of clauses (x) and (y), a “Competitor<\/u>“) or (z) is
\nknown to hold (directly or indirectly) more than a 5% ownership interest in any
\nCompetitor; provided<\/u>, however<\/u>, that this sentence shall not apply
\nto (A) Market Transfers, (B) distributions by a Shareholder to its limited
\npartners, members or direct or indirect investors, (C) Transfers by any Tagging
\nShareholder pursuant to Section 4.03 or (D) Transfers by a Drag-Along
\nParticipant pursuant to Section 4.04. In addition, no Shareholder shall be
\nentitled to Transfer any of its Shares or other capital stock or other equity
\ninterests of the Company or any of its Subsidiaries or any other rights under
\nthis Agreement (including to a Permitted Transferee) at any time unless the
\nSponsors are reasonably satisfied that such Transfer would not:<\/p>\n
\nsecurities or “Blue Sky” laws applicable to the Company or the Shares;<\/p>\n
\nthe Investment Company Act; or<\/p>\n
\nthe Code or cause all or any portion of the assets of the Company to constitute
\n“plan assets” for purposes of fiduciary responsibility or prohibited transaction
\nprovisions of Title I of ERISA or Section 4975 of the Code.<\/p>\n
\nCompany or any of its Subsidiaries not in compliance with this Agreement shall
\nbe null and void, and the Company or such Subsidiary shall refuse to recognize
\nany such Transfer for any purpose and shall not reflect in its records any
\nchange in record ownership of such capital stock or equity interests pursuant to
\nany such purported Transfer.<\/p>\n
\nany Shareholder that proposes to Transfer Shares in accordance with the terms
\nand conditions hereof shall be responsible for any fees and expenses incurred by
\nthe Company in connection with such Transfer.<\/p>\n
\nlegend, either as an endorsement or on the face thereof:<\/p>\n
\nEVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS
\nAGREEMENT, DATED AS OF JULY 29, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
\nCOPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SUCH SALE,
\nASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL
\nTHE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH
\nIN FULL.<\/p>\n
\nTHE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
\nLAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN
\nACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
\nAMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM.<\/p>\n
\n
\nlegend set forth in Section 4.01(h) has ceased to be applicable, the Company
\nshall provide any Shareholder, or their respective transferees, at their
\nrequest, without any expense to such Persons (other than applicable transfer
\ntaxes and similar governmental charges, if any), with new certificates for such
\nsecurities of like tenor not bearing such paragraph(s) of the legend with
\nrespect to which the restriction has ceased and terminated (it being understood
\nthat the restriction referred to in the first paragraph of the legend in Section
\n4.01(h) shall cease and terminate only upon the termination of this Article IV).\n<\/p>\n
\nSubject to Sections 4.01(e) and 4.05, a Shareholder may Transfer any or all of
\nits Shares to a Permitted Transferee of such Shareholder at any time after the
\ndate hereof; provided<\/u> that, prior to the effectiveness of such Transfer,
\neach Permitted Transferee of any Shareholder to which Shares are Transferred
\nshall, and such Shareholder shall cause such Permitted Transferee to agree in
\nwriting with the Company to, Transfer back to such Shareholder (or to another
\nPermitted Transferee of such Shareholder) the Shares it owns if such Permitted
\nTransferee ceases to be a Permitted Transferee of such Shareholder prior to the
\nend of the Restricted Period, in the case of the Sponsors, or prior to the end
\nof the Other Shareholder Restricted Period, in the case of all Other
\nShareholders. For purposes of this Agreement, “Permitted Transferee<\/u>”
\nmeans: (x) with respect to each Shareholder that is not an individual, any of
\nthe following Persons, in each case which was not formed primarily for the
\npurpose of providing co-investment opportunities to one or more investors: (i)
\nany Affiliate of the Transferring Shareholder; and (ii) any other investment
\nvehicle managed or advised by the Transferring Shareholder to which the Sponsors
\nhave given their prior written consent; and (y) with respect to each Shareholder
\nwho is an individual, (i) his or her spouse and his or her lineal descendants
\n(including children by adoption and stepchildren), (ii) any trust or
\ncustodianship, the beneficiaries of which include only such Shareholder and\/or
\nthe Persons described in the immediate foregoing clause (i), (iii) any limited
\nliability company or partnership (A) with respect to which all of the
\noutstanding equity interests are beneficially owned solely by such Shareholder
\nand\/or his or her spouse and his or her lineal descendants (including children
\nby adoption and step children) and (B) with respect to which such Shareholder is
\nthe sole manager or managing member (if a limited liability company) or the sole
\ngeneral partner (if a limited partnership) and otherwise has the sole power to
\ndirect or cause the direction of the management and policies, directly or
\nindirectly, of such limited liability company or partnership, whether through
\nthe ownership of voting securities, by contract or otherwise, (iv) upon the
\ndeath of such Shareholder, his or her executors, administrators, testamentary
\ntrustees, legatees or beneficiaries.<\/p>\n
\n
\nsentence of this clause (a)), each Other Shareholder and, during the period
\nending on the later of the first anniversary of the consummation of the IPO and
\nthe end of the Restricted Period, each Sponsor, as applicable (the “Tagging
\nShareholders<\/u>“), shall have the right to participate in the manner set forth
\nin this Section 4.03, in an amount equal to its Pro Rata Portion, and at the
\nsame time and for the same price and on no worse economic terms applicable to
\nthe sale of the Tag Covered Securities (including, subject to Sections 4.03(b)
\nand 4.09, as to form of consideration and indemnification obligations), in all
\nsales (other than sales to Permitted Transferees, distributions by a Sponsor to
\nits limited partners, members or other direct or indirect investors, Permitted
\nSyndication Sales, Parallel Investment Entity Transfers, sales in connection
\nwith a Tag Along Distribution pursuant to Section 4.03(e), Employee Equity
\nSales, sales consequent upon the exercise of any rights set forth in Section
\n4.04, Market Transfers, sales to Shareholders exercising rights set forth in
\nSection 4.06(f) if a Sponsor is an Alternate Procedure Purchaser and sales
\npursuant to a registered public offering) (each, a “Tag-Along Sale<\/u>“) by
\neither or both Sponsors (each, unless a Tagging Shareholder, a “Selling
\nSponsor<\/u>“) of any equity securities of the Company, Holdings, IDC or any of
\ntheir respective Subsidiaries (the “Tag Covered Securities<\/u>“) held by, or
\non behalf of, the Sponsors, to the extent such Other Shareholder or Sponsor
\nholds the same class of Tag Covered Securities being sold or has the right to
\nacquire such Tag Covered Security upon the exercise, conversion or exchange of
\nanother security (it being understood that such Other Shareholder or Sponsor
\nshall only be entitled to sell the underlying Tag Covered Securities in
\nconnection with such Tag-Along Sale unless the Selling Sponsor is selling such
\nexercisable, convertible or exchangeable security). All determinations as to
\nwhether to complete any Tag-Along Sale and, subject to Section 4.03(b) and the
\nfirst sentence of this paragraph, as to the timing, manner, price and other
\nterms of any such Tag-Along Sale shall be at the sole discretion of the Selling
\nSponsor(s). For the avoidance of doubt, the issuance or sale of securities by
\nthe Company, Holdings, IDC or any of their respective Subsidiaries shall not be
\ndeemed to constitute a sale of securities by either or both Sponsors. For
\nclarity, following the consummation of the IPO, this Section 4.03 shall only be
\napplicable during the Other Shareholder Restricted Period to privately
\nnegotiated sales of Shares, by one or both Sponsors to Persons unaffiliated with
\nthe Transferring Sponsor(s). In the event that the Other Shareholder Restricted
\nPeriod terminates pursuant to the proviso in the definition of “Other
\nShareholder Restricted Period,” the right set forth in this Section 4.03 shall
\ncontinue until the earlier of the consummation of an IPO or the date on which
\nthe Shares have been converted into or exchanged for or otherwise become
\nPublicly Traded Securities.<\/p>\n
\nTagging Shareholder shall agree to make the same representations, warranties,
\ncovenants, indemnities and agreements to the purchaser as made by the Selling
\nSponsor(s) in connection with such sale (other than any non-competition,
\nnon-solicitation or similar agreements or covenants that would bind the Tagging
\nShareholder or its Affiliates) and (ii) such sale shall be on the terms and
\nconditions the Selling Sponsor(s) determine(s). For the sake of clarity in the
\nevent of a sale pursuant to this Section 4.03, each Shareholder (other than the
\nSponsors) acknowledges and agrees that in its capacity as a Tagging Shareholder,
\nit shall not be entitled to any non-economic rights or benefits granted to the
\nSelling Sponsor(s). Notwithstanding the foregoing, however, (x) all such
\nrepresentations, warranties, covenants, indemnities and agreements shall be made
\nby each Tagging Shareholder severally and not jointly, (y) such Tagging
\nShareholder shall be required to make representations and warranties only as to
\nits authority to sell Tag Covered Securities, the enforceability of agreements
\nrelated to such Tag-Along Sales against such Shareholder, the Tag Covered
\nSecurities to be sold by such Shareholder being free and clear of any liens,
\nclaims or encumbrances (other than restrictions imposed by this Agreement and
\npursuant to applicable federal, state and foreign securities laws), such
\nShareholder being the sole record and beneficial owner of Tag Covered
\nSecurities, and such Shareholder having obtained or made all necessary consents,
\napprovals, permits, filings and notifications from governmental authorities or
\nthird parties to consummate such Tag-Along Sale, and (z) except for the
\nrepresentations and warranties in clause (y) above and any obligations
\nspecifically applicable to the sale of the Tag Covered Securities of such
\nShareholder, any liability for breach of any such representations and warranties
\nand covenants related to the Company, Holdings, IDC or their respective
\nSubsidiaries shall be allocated among each Tagging Shareholder and each Selling
\nSponsor entity pro rata<\/u> based on the relative number of Tag Covered
\nSecurities to be sold by each of them, and the aggregate amount of liability for
\neach such Tagging Shareholder shall not exceed the U.S. dollar value of the
\ntotal consideration to be paid by the purchaser to such Tagging Shareholder.\n<\/p>\n
\n
\nof each Tag-Along Sale to each of the Tagging Shareholders at least twelve (12)
\nBusiness Days before consummation of such proposed sale, which notice shall set
\nforth (i) the number of Tag Covered Securities to be sold, (ii) the
\nconsideration to be received, (iii) the identity of the purchaser of the Tag
\nCovered Securities, (iv) any other material terms and conditions of the proposed
\nsale, (v) the date of the proposed sale and (vi) an invitation to the Tagging
\nShareholders receiving the Tag Notice to elect to sell Tag Covered Securities in
\nconnection with such a sale. Tagging Shareholders may elect to participate in
\nthe Tag-Along Sale on the terms and conditions set forth in this Section 4.03 by
\nsending an irrevocable written notice (a “Tag-Along Participation
\nNotice<\/u>“) to the Selling Sponsor(s) within eight (8) Business Days of the
\ndelivery of the Tag Notice, indicating its, his or her election to sell a number
\nof Tag Covered Securities in the Tag-Along Sale that does not exceed such
\nTagging Shareholder153s Pro Rata Portion. Following such eight-Business Day
\nperiod, each Tagging Shareholder that has delivered a Tag-Along Participation
\nNotice shall be entitled to sell to the proposed purchaser(s) on the terms and
\nconditions set forth in the Tag Notice, concurrently with the Selling Sponsor(s)
\nand other Tagging Shareholders electing to participate in such Tag-Along Sale.
\nNotwithstanding anything to the contrary set forth herein, in the event of a
\nsale as to which this Section 4.03 is applicable following the consummation of
\nan IPO, the Selling Sponsor(s) shall be permitted to refrain from complying with
\nthe advance notice and concurrent participation requirements set forth above in
\nthis Section 4.03; provided<\/u>, that promptly following the consummation of
\nsuch sale, the Tagging Shareholders are provided with the same ability to
\ntransfer Shares, in accordance with the same timing (with respect to delivery of
\na Tag Notice after such sale and the delivery of a Tag-Along Participation
\nNotice with respect to such Tag Notice), price and other terms as such Tagging
\nShareholders would have received had the procedures in this clause (c) been
\nadhered to with respect to such sale. All costs and expenses of the Selling
\nSponsor(s) in connection with the Tag-Along Sale shall be borne on a pro rata
\nbasis by the Selling Sponsor(s) and the Tagging Shareholders that elect to
\nparticipate in such Tag-Along Sale based on the number of Tag Covered Securities
\nbeing sold in the Tag-Along Sale.<\/p>\n
\nbeen completed within one hundred twenty (120) days after the delivery of the
\nTag Notice for such Tag-Along Sale (subject to extension to the extent necessary
\nto obtain required governmental or other approvals), then such Tag Notice shall
\nbe null and void, each Tagging Shareholder that elected to participate in the
\nTag-Along Sale and delivered a Tag-Along Participation Notice shall be released
\nfrom its obligations under such Tag Notice and it shall be necessary for a
\nseparate Tag Notice to be furnished by the Selling Sponsor(s), and the other
\nterms and provisions of this Section 4.03 separately complied with, in order to
\nconsummate such Tag-Along Sale pursuant to this Section 4.03.<\/p>\n
\n
\nacknowledges the right of the Managing Member to cause Igloo Co-Invest, LLC to
\neffect a Tag-Along Distribution (as defined in the Co-Invest LLC Agreement) in
\nconnection with a Tag-Along Sale pursuant to this Section 4.03 if a Member (as
\ndefined in the Co-Invest LLC Agreement) timely delivers a Tag-Along
\nParticipation Notice (as defined in the Co-Invest LLC Agreement) with respect to
\nsuch Tag-Along Sale pursuant to the Co-Invest LLC Agreement. If requested by
\nIgloo Co-Invest, LLC within eight (8) Business Days of the delivery of a Tag
\nNotice, the Company shall cooperate with Igloo Co-Invest, LLC to timely effect
\nsuch Tag-Along Distribution, provided that (a) such Tag-Along Distribution is
\nmade in a manner that permits such Tag-Along Sale to occur on the same terms and
\nconditions as those applicable to the Tagging Shareholders pursuant to this
\nSection 4.03 and (b) if Igloo Co-Invest, LLC elects to make a Tag-Along
\nDistribution, Igloo Co-Invest, LLC shall condition such Tag-Along Distribution
\non such Member participating directly in the Tag-Along Sale on the same terms
\nand conditions set forth in this Section 4.03 applicable to the Tagging
\nShareholders and at the same time as the Tagging Shareholders are obligated to
\nsell hereunder and if such Member does not participate on the same terms and
\nconditions and at the same time, Igloo Co-Invest, LLC shall revoke such Member153s
\nTag-Along Participation Notice and shall be deemed to have waived its right to
\nparticipate in the Tag-Along Sale solely on behalf of such Member. Each of the
\nSponsors and the Other Shareholders agrees that the Company and Igloo Co-Invest,
\nLLC shall have the right to implement procedures, Transfers or other terms and
\nconditions as may be agreed to between the Company and Igloo Co-Invest, LLC in
\norder to give effect to the provisions of this Section 4.03(e).<\/p>\n
\nTagging Shareholder is an Approved Shareholder, in connection with the
\nconsummation of the Tag-Along Sale, reasonably in advance of consummation of the
\nTag-Along Sale, the Approved Shareholder shall have the right to Transfer the
\nTag Covered Securities that could otherwise be included in such Tag-Along Sale
\non behalf of such Approved Shareholder, to a partnership, corporation, limited
\nliability company or similar entity (a “Special Purpose Vehicle<\/u>“) that is
\nboth (i) able to participate directly in the Tag-Along Sale on the same terms
\nand conditions set forth in this Section 4.03 applicable to the Tagging
\nShareholders and at the same time as the Tagging Shareholders, including to
\nprovide the representations, warranties, covenants, indemnities and other
\nagreements required pursuant to Section 4.03(b) and (ii) whose managing member,
\ngeneral partner or similar governing body is either (1) one or both of the
\nSponsors, (2) a Permitted Transferee of such Approved Shareholder, (3) a third
\nparty acceptable to each of the Sponsors or (4) an Initial Co-Invest
\nShareholder. The Company, Igloo Co-Invest, LLC and the Sponsors shall cooperate
\nwith the Approved Shareholder to effect the Transfer of such Tag Covered
\nSecurities to the Special Purpose Vehicle. Each of the Other Shareholders agrees
\nthat the Company, Igloo Co-Invest, LLC and the Sponsors shall have the right to
\nimplement procedures, Transfers or other terms and conditions as may be agreed
\nto between the Company, Igloo Co-Invest, LLC and the Sponsors in order to give
\neffect to the provisions of this Section 4.03(f) so that none of the Approved
\nShareholder, the Company or the Other Shareholders are any worse off or better
\noff than had the Approved Shareholder been able to directly participate in the
\nTag-Along Sale had its indemnification obligations not been limited or
\nprohibited by applicable state law. The Sponsors will consult with the Approved
\nShareholder in good faith to the extent such procedures relate to the Approved
\nShareholder. Further, the Approved Shareholder agrees that if such Tag-Along
\nSale is not consummated, the Approved Shareholder shall cooperate with the
\nCompany, Igloo Co-Invest, LLC and the Sponsors (A) to promptly Transfer back to
\nsuch Approved Shareholder (or to another Permitted Transferee of such Approved
\nShareholder) the Tag Covered Securities Transferred to the Special Purpose
\nVehicle and (B) if such Special Purpose Vehicle153s managing member, general
\npartner or similar governing body is one or both of the Sponsors, to liquidate,
\ndissolve or otherwise unwind such Special Purpose Vehicle; provided, that any
\nsuch Transfer back to the Approved Shareholder or liquidation, dissolution or
\nunwinding of the Special Purpose Vehicle shall not affect this Section 4.03(f),
\nwhich shall continue in full force and effect.<\/p>\n
\n
\nconsummation of the IPO and (ii) such time as the aggregate number of securities
\nof the Company, Holdings or IDC or their respective Subsidiaries or successors
\nheld, directly or indirectly, by management of any of the foregoing entities,
\nthe Sponsors, the members of Igloo Co-Invest, LLC and any Additional Co-Invest
\nVehicle, after giving effect to any Permitted Syndication Sales, Shareholders
\nresulting from any Permitted Syndication Sales and, in each case, any of their
\nPermitted Transferees do not represent at least fifty percent (50%) of the
\nvoting power of the outstanding securities of such entity, either Sponsor that
\nholds, at such time, at least 300 million Shares shall be entitled to give
\nnotice (a “Drag Advance Notice<\/u>“) to the other Sponsor and Other
\nShareholders that such Sponsor intends to enter into (or has agreed to vote its
\nShares, or to execute a written consent in lieu thereof, in favor of), or cause
\nthe Company to enter into, a transaction or transactions involving the Transfer,
\nin a single transaction or a series of related transactions, of not less than
\nfifty percent (50%) of the outstanding Shares (which Shares to be Transferred
\nmay include Shares held by all Drag-Along Participants or persons otherwise
\nagreeing to, or that are obligated to, sell Shares in such transaction) to one
\nor more Persons (other than to an Affiliate of such Sponsor, unless the other
\nSponsor consents in writing to such Person being the counter-party in such
\nDrag-Along Transaction) or to cause the Company to merge or consolidate with, or
\nsell all or substantially all of its assets to, another Person or Persons (other
\nthan to an Affiliate of such Sponsor, unless the other Sponsor consents in
\nwriting to such Person being the counter-party in such Drag-Along Transaction)
\n(a “Drag-Along Transaction<\/u>“) and that such Sponsor is requiring the other
\nSponsor and the Other Shareholders to participate in such Drag-Along Transaction
\nin the manner set forth in this Section 4.04; provided<\/u>, that such
\nDrag-Along Transaction shall require the prior written consent of the other
\nSponsor if such other Sponsor holds, at such time, at least 150 million Shares.
\nIn the event that a Sponsor determines to effect a Drag-Along Transaction (such
\nSponsor, an “Exercising Sponsor<\/u>“) and receives the consent of the other
\nSponsor if required pursuant to the proviso in the immediately preceding
\nsentence of this Section 4.04(a), each Other Shareholder and, if the other
\nSponsor holds, at such time, less than 150 million Shares, the other Sponsor
\n(each such Other Shareholder and Sponsor, as applicable, a “Drag-Along
\nParticipant<\/u>“) shall have the obligation to participate, in an amount equal
\nto its Pro Rata Portion, and at the same time and for the same price of the
\nShares (less, in the case of Shares issued pursuant to Employee Equity
\nArrangements, the exercise price, if any, for such Shares) and on no worse
\neconomic terms applicable to the Shares (including, subject to Sections 4.04(e)
\nand 4.09, as to form of consideration and indemnification obligations), in such
\nDrag-Along Transaction; provided<\/u>, however<\/u>, that notwithstanding
\nanything to the contrary set forth herein, in any event the Company shall be
\npermitted to cause all outstanding securities issued pursuant to Employee Equity
\nArrangements to be treated in such Drag-Along Transaction in any manner
\npermitted by such Employee Equity Arrangements. For the sake of clarity, in the
\nevent of a Drag-Along Transaction pursuant to this Section 4.04, each
\nShareholder (other than the Sponsors) acknowledges and agrees that in its
\ncapacity as a Drag-Along Participant, it shall not be entitled to any
\nnon-economic rights or benefits granted to the Exercising Sponsor(s).<\/p>\n
\n
\nconsideration to be received in, and any other material terms and conditions of,
\nthe proposed Drag-Along Transaction, (ii) the identity of the other Person(s)
\nparty to the Drag-Along Transaction, (iii) the date of the anticipated
\ncompletion of the proposed Drag-Along Transaction (which date shall not be less
\nthan fifteen (15) days after the delivery of such notice) and (iv) any action or
\nactions required of the Drag-Along Participants in connection with the
\nDrag-Along Transaction (including the Transfer of the Shares held by the
\nDrag-Along Participants and the other matters set forth in Section 4.04(c)). In
\nthe event that the Drag-Along Transaction contemplated by a Drag Advance Notice
\nhas not been completed within one hundred twenty (120) days after the delivery
\nof the Drag Advance Notice for such Drag-Along Transaction (subject to extension
\nto the extent necessary to obtain required governmental or other approvals),
\nthen such Drag Advance Notice shall be null and void, each Drag-Along
\nParticipant shall be released from its obligations under such Drag Advance
\nNotice and it shall be necessary for a separate Drag Advance Notice to be
\nfurnished by the Exercising Sponsor, and the other terms and provisions of this
\nSection 4.04 separately complied with, in order to consummate such Drag-Along
\nTransaction pursuant to this Section 4.04.<\/p>\n
\nstructured as a merger, consolidation, or similar business combination, each
\nDrag-Along Participant further agrees to (i) vote in favor of the Drag-Along
\nTransaction, (ii) take such other action as may be required to effect such
\nDrag-Along Transaction, and (iii) take all action to waive any dissenters,
\nappraisal or other similar rights with respect thereto.<\/p>\n
\nperformance of each Shareholder153s obligations under Section 4.04(b), each Other
\nShareholder hereby irrevocably appoints the Sponsors as the attorney-in-fact and
\nproxy (with each Sponsor having the ability to act in such capacity without the
\nother Sponsor) of such Other Shareholder (with full power of substitution) to
\nvote, provide a written consent or take any other action with respect to its
\nequity securities of the Company, Holdings, IDC or any of their respective
\nSubsidiaries (“Drag Covered Securities<\/u>“) as described in this Section
\n4.04(d) if, and only in the event that, such Other Shareholder fails to vote or
\nprovide a written consent with respect to its Drag Covered Securities in
\naccordance with the terms of Section 4.04(c)(i) or fails to take any other
\naction in accordance with the terms of Section 4.04(c)(ii) or Section
\n4.04(c)(iii) (each such Shareholder, a “Breaching Drag Shareholder<\/u>“)
\nwithin three (3) days after a request by the applicable Sponsor for such vote,
\nwritten consent or action. Upon such failure, the applicable Sponsor shall have
\nand is hereby irrevocably granted a proxy to vote, provide a written consent or
\ntake any other action with respect to each such Breaching Drag Shareholder153s
\nDrag Covered Securities for the purposes of taking the actions required by
\nSection 4.04(b). Each Other Shareholder intends this proxy to be, and it shall
\nbe, irrevocable and coupled with an interest, and each Other Shareholder shall
\ntake such further action and execute such other instruments as may be necessary
\nto effectuate the intent of this proxy and hereby revoke any proxy previously
\ngranted by it with respect to the matters set forth in Section 4.04(b) with
\nrespect to the Drag Covered Securities of the Company owned by such Other
\nShareholder.<\/p>\n
\n
\nDrag-Along Participant shall agree to make the same representations, warranties,
\ncovenants, indemnities and agreements to the Transferee as made by the
\nExercising Sponsor in connection with such Transfer (other than any
\nnon-competition, non-solicitation or similar agreements or covenants that would
\nbind the Drag-Along Participant or its Affiliates) and (ii) such Transfer shall
\nbe on the terms and conditions the Exercising Sponsor determines.
\nNotwithstanding the foregoing, however, (x) all such representations,
\nwarranties, covenants, indemnities and agreements shall be made by each
\nDrag-Along Participant severally and not jointly, (y) such Drag-Along
\nParticipant shall be required to make representations and warranties only as to
\nits authority to sell Drag Covered Securities, the enforceability of agreements
\nrelated to such Drag-Along Transaction against such Shareholder, the Drag
\nCovered Securities to be Transferred by such Shareholder being free and clear of
\nany liens, claims or encumbrances (other than restrictions imposed by this
\nAgreement and pursuant to applicable federal, state and foreign securities
\nlaws), such Shareholder being the sole record and beneficial owner of Drag
\nCovered Securities, and such Shareholder having obtained or made all necessary
\nconsents, approvals, permits, filings and notifications from governmental
\nauthorities or third parties to consummate such Drag-Along Transaction, and (z)
\nexcept for the representations and warranties in clause (y) above and any
\nobligations specifically applicable to the Drag Covered Securities of such
\nDrag-Along Participant, any liability for breach of any such representations and
\nwarranties and covenants related to the Company, Holdings, IDC or their
\nrespective Subsidiaries shall be allocated among each Drag-Along Participant and
\neach Exercising Sponsor pro rata<\/u> based on the relative number of Drag
\nCovered Securities to be Transferred by each of them, and the aggregate amount
\nof liability for each such Drag-Along Participant shall not exceed the U.S.
\ndollar value of the total consideration to be paid by the Transferee to such
\nDrag-Along Participant.<\/p>\n
\nthe Drag Covered Securities to be sold pursuant to this Section 4.04, other than
\n(if the Exercising Sponsor or one of its Affiliates is the general partner or
\nmanaging member of such Other Shareholder) due to the action or failure to act
\nof the general partner or managing member of such Other Shareholder in its
\ncapacity as such, the Exercising Sponsor may, at its option, in addition to all
\nother remedies it may have, deposit the purchase price (including any promissory
\nnote constituting all or any portion thereof) for such Drag Covered Securities
\nwith any national bank or trust company having combined capital, surplus and
\nundivided profits in excess of $500 million (the “Escrow Agent<\/u>“), and
\nthereupon all of such Other Shareholder153s rights in and to such Drag Covered
\nSecurities shall terminate. Thereafter, upon delivery to the Company by such
\nOther Shareholder of appropriate documentation evidencing the transfer of such
\nDrag Covered Securities to the purchaser, the Exercising Sponsor shall instruct
\nthe Escrow Agent to deliver the purchase price (without any interest from the
\ndate of the closing to the date of such delivery, any such interest to accrue to
\nthe Company) to such Other Shareholder.<\/p>\n
\nthe Company in connection with any proposed Transfer pursuant to this Section
\n4.04 whether or not consummated (including all attorneys fees and charges, all
\naccounting fees and charges and all finders, brokerage or investment banking
\nfees, charges or commissions) (“Transaction Expenses<\/u>“), shall be paid by
\nthe Company or its Subsidiaries. For the avoidance of doubt, it is understood
\nthat this Section 4.04(g) shall not prevent any Drag-Along Transaction to be
\nstructured in a manner such that some or all of the Transaction Expenses result
\nin a pro rata reduction in the consideration received by the Exercising Sponsor
\nand the Drag-Along Participants in such Drag-Along Transaction.<\/p>\n
\n
\nShares (including Permitted Transferees that have acquired their Shares in
\naccordance with Section 4.02) shall be required, at the time of and as a
\ncondition precedent to such Transfer, to become a party to this Agreement
\n(unless such Transferee is already a party to this Agreement) by executing and
\ndelivering such documents as may be necessary, in the determination of the
\nSponsors, to make such Person a party thereto, whereupon, except as otherwise
\nexpressly provided herein, such Transferee will be treated as a Shareholder for
\nall purposes of this Agreement with the same rights, benefits and obligations
\nhereunder as the Transferring Shareholder with respect to the Transferred Shares
\n(except that if the Transferee was a Shareholder prior to such Transfer, such
\nTransferee shall have the same rights, benefits and obligations with respect to
\nthe such Transferred Shares as were applicable to Shares held by such Transferee
\nprior to such Transfer); provided<\/u> that after the consummation of an IPO,
\nno Transferee of Shares (other than a Permitted Transferee) shall be required to
\nbecome a party to this Agreement. Notwithstanding anything to the contrary
\ncontained herein, no Transferee (other than a Permitted Transferee of a Sponsor
\nthat, prior to the effectiveness of such Transfer, executes and delivers a
\njoinder agreement, in form and substance acceptable to the other Sponsor,
\nagreeing to be bound by the terms and conditions of this Agreement as if such
\nPerson were a party hereto and agreeing that if such Person ceases to be a
\nPermitted Transferee of the Transferring Sponsor, it will Transfer its Shares
\nback to the Transferring Sponsor or to another Permitted Transferee of such
\nTransferring Sponsor) shall obtain any rights under Article III or as a Sponsor,
\nas a result of any Transfer to it of Shares.<\/p>\n
\n
\nCompany or any of its Subsidiaries proposes to issue additional equity
\nsecurities, including any warrants, options or other rights to acquire equity of
\nthe Company or any of its Subsidiaries or debt securities that are convertible
\ninto or exchangeable or exercisable for equity securities of the Company or any
\nof its Subsidiaries (with the exception of any issuance (i) in connection with
\nany acquisition of assets or another Person by the Company or any of its
\nSubsidiaries, whether by purchase of stock, merger, consolidation, purchase of
\nall or substantially all of the assets of such Person or otherwise (excluding
\nany issuance for purposes of financing such transaction) approved by the Board,
\n(ii) in the IPO, (iii) to directors, employees or consultants pursuant to an
\nEmployee Equity Arrangement, (iv) to vendors, lenders and customers of and
\nconsultants to the Company or any of its Subsidiaries or in connection with a
\nstrategic partnership (excluding any issuance for purposes of financing such
\nstrategic partnership) approved by the Board, (v) by reason of a dividend, stock
\nsplit or other distribution on account of the Shares, (vi) of any such equity
\nsecurities to Igloo Co-Invest, LLC, any Additional Co-Invest Entities and any
\nother Persons pursuant to Permitted Syndication Sales if the Company is
\nsimultaneously acquiring from the Sponsors the same aggregate amount of such
\nequity securities or (vii) to the Company or any wholly-owned Subsidiary of the
\nCompany (in each case, having been approved in accordance with the terms of this
\nAgreement, to the extent applicable)) (“Preemptive Securities<\/u>“), the
\nCompany shall provide written notice (an “Issuance Notice<\/u>“) to each
\nSponsor of such anticipated issuance no later than twenty-two (22) Business Days
\nprior to the anticipated issuance date. Such notice shall set forth the
\nprincipal terms and conditions of the issuance, including a description of the
\nPreemptive Securities proposed to be issued, the proposed purchase price for
\nsuch Preemptive Securities and the anticipated issuance date. Each Sponsor shall
\nhave the right to purchase (and\/or to cause any of its Affiliates to purchase)
\nup to such Sponsor153s Pro Rata Portion of such Preemptive Securities at the price
\nand on the terms and conditions specified in the Company153s notice by delivering
\nan irrevocable written notice to the Company (a “Sponsor Exercise
\nNotice<\/u>“) no later than seven (7) Business Days after the delivery of the
\nIssuance Notice, setting forth (x) the number of such Preemptive Securities for
\nwhich such right is exercised (which such number shall not exceed such Sponsor153s
\nPro Rata Portion of such Preemptive Securities) and (y) the maximum number of
\nadditional Preemptive Securities that such Sponsor (and\/or Affiliates thereof)
\nwould be willing to purchase in excess of such Sponsor153s Pro Rata Portion in the
\nevent that any other Shareholder or other Person (including the other Sponsor)
\nentitled to exercise preemptive rights with respect to such issuance elects not
\nto purchase its full Pro Rata Portion of such Preemptive Securities. If either
\nSponsor (or any of their Affiliates) elects to exercise the preemptive rights
\nset forth in this Section 4.06, then the Company shall provide written notice to
\neach of the Preemptive Rights Other Shareholders (an “Other Shareholder
\nIssuance Notice<\/u>“) of such anticipated issuance no later than fourteen (14)
\nBusiness Days prior to the anticipated issuance date. Such notice shall set
\nforth the principal terms and conditions of the issuance, including a
\ndescription of the Preemptive Securities proposed to be issued, the proposed
\npurchase price for such Preemptive Securities, the anticipated issuance date,
\nthe number of such Preemptive Securities that each Sponsor notified the Company
\nthat it and\/or its Affiliates intends to purchase pursuant to the exercise of
\npreemptive rights and the percentage of the Pro Rata Portion of such Sponsor
\nrepresented by the Preemptive Securities it and\/or its Affiliates has elected to
\npurchase pursuant to clause (x) above (the “Sponsor Participation
\nPercentage<\/u>“). Each such Preemptive Rights Other Shareholder shall have the
\nright to purchase and\/or to cause their Affiliate to purchase up to the
\npercentage of such Preemptive Rights Other Shareholder153s Pro Rata Portion of
\nsuch Preemptive Securities as is equal to the greater of the two Sponsor
\nParticipation Percentages set forth in the Company153s notice (as applicable, the
\n“Other Shareholder Participation Limit<\/u>“), at the price and on the terms
\nand conditions specified in the Company153s notice to such Shareholder by
\ndelivering an irrevocable written notice to the Company no later than ten (10)
\nBusiness Days after the delivery of the Other Shareholder Issuance Notice,
\nsetting forth the number of such Preemptive Securities for which such right is
\nexercised. In the event any Preemptive Rights Other Shareholder (and\/or its
\nAffiliates) elects not to purchase Preemptive Securities equal to its Other
\nShareholder Participation Limit and\/or a Sponsor (and\/or its Affiliates) elects
\nto purchase Preemptive Securities in an amount less than such Sponsor153s Pro Rata
\nPortion, the Company shall allocate any remaining Preemptive Securities among
\nthose Sponsors (pro rata in accordance with their respective Pro Rata Portions)
\nwho indicated in their Sponsor Exercise Notice that they (and\/or their
\nAffiliates) desired to purchase Preemptive Securities in excess of their
\nrespective Pro Rata Portions.<\/p>\n
\n(a) above (and\/or their Affiliates) do not purchase all such Preemptive
\nSecurities in accordance with the procedures set forth in Section 4.06(a), the
\nCompany shall have sixty (60) days after the anticipated issuance date to sell
\nto other Persons the remaining Preemptive Securities at the price and on the
\nterms and conditions that are no more favorable to such other Persons than those
\nspecified in the Company153s notices to the Shareholders pursuant to Section
\n4.06(a). If the Company fails to sell such Preemptive Securities within sixty
\n(60) days of the anticipated issuance date provided in the notices given to the
\nShareholders pursuant to Section 4.06(a), the Company shall not thereafter issue
\nor sell any Preemptive Securities without first offering such Preemptive
\nSecurities to the Sponsors and, if applicable, the Preemptive Rights Other
\nShareholders in the manner provided in this Section 4.06.<\/p>\n
\n
\nAffiliates to exercise such Shareholder153s preemptive rights under this Section
\n4.06 in any one instance shall not affect such Shareholder153s right (other than
\nin respect of a reduction in its Pro Rata Portion) as to any future issuances
\nunder this Section 4.06.<\/p>\n
\nAffiliates in connection with its obligations under this Section 4.06 and any
\npurchases made pursuant to this Section 4.06, including all attorneys fees and
\ncharges, all accounting fees and charges and all finders, brokerage or
\ninvestment banking fees, charges or commissions, shall be paid by the Company.\n<\/p>\n
\nHoldings, IDC or any other Subsidiaries of the Company propose to issue any
\nPreemptive Securities, the Company shall cause the applicable entity to give
\neffect to the provisions in this Section 4.06 with respect to such issuance.\n<\/p>\n
\nof its Subsidiaries may elect to issue Preemptive Securities other than in
\ncompliance with Section 4.06(a) if and only if each Sponsor that at such time
\nholds at least 150 million Shares determines that there are exigent
\ncircumstances and approves the issuance of Preemptive Securities pursuant to
\nthis Section 4.06(f) in light of such circumstances. In the event the Company or
\nsuch Subsidiary is entitled to issue Preemptive Securities pursuant to this
\nSection 4.06(f), the Company shall give notice to the Sponsors within five (5)
\nBusiness Days after the issuance of such Preemptive Securities (the
\n“Alternate Procedure Notice<\/u>“), which shall set forth the principal terms
\nand conditions of the issuance, including the purchase price of the Preemptive
\nSecurities, the date on which such Preemptive Securities were issued and the
\nidentities and addresses of the Persons to whom the Preemptive Securities were
\nsold (the “Alternate Procedure Purchasers<\/u>“). Each Sponsor shall have ten
\n(10) Business Days (the “Alternate Procedure Sponsors Preemptive
\nPeriod<\/u>“) after the date the Company153s notice is given to elect, by giving
\nnotice to the Company and the Alternate Procedure Purchasers, to purchase
\n(and\/or to cause its Affiliates to purchase) from the Alternate Procedure
\nPurchasers up to the number of Preemptive Securities that such Sponsor would
\notherwise have the right to purchase pursuant to Section 4.06(a) above had the
\nCompany complied with the provisions of Section 4.06(a) in connection with the
\nissuance of such Preemptive Securities under the terms and conditions set forth
\nin the Company153s notice pursuant to this Section 4.06(f). If either Sponsor (or
\nany of their Affiliates) elects to exercise the purchase rights set forth in
\nthis Section 4.06(f), then the Company shall provide the Alternate Procedure
\nNotice to each of the Preemptive Rights Other Shareholders within five (5)
\nBusiness Days of the expiration of the Alternate Procedure Sponsors Preemptive
\nPeriod. The notice that is delivered to the Preemptive Rights Other Shareholders
\nshall also state the number of Preemptive Securities that each Sponsor (and\/or
\nits Affiliates) notified the Company and the Alternate Procedure Purchasers that
\nit and\/or its Affiliates intends to purchase pursuant to the exercise of the
\npurchase rights set forth in this Section 4.06(f) and the Sponsor Participation
\nPercentage for such Sponsor. Each Preemptive Rights Other Shareholder shall have
\nthe right to purchase (and\/or to cause its Affiliates to purchase) up to the
\nOther Shareholder Participation Limit, at the price and on the terms and
\nconditions specified in the Alternate Procedure Notice by delivering an
\nirrevocable written notice to the Company and the Alternate Procedure Purchasers
\nno later than ten (10) Business Days from delivery of the Alternate Procedure
\nNotice, setting forth the number of such Preemptive Securities for which such
\nright is exercised. The closing of sales from the Alternate Procedure Purchasers
\nto the Sponsors and such Preemptive Rights Other Shareholders (and\/or their
\nrespective Affiliates) pursuant to this Section 4.06(f) shall occur within
\nforty-five (45) Business Days after the issuance of the Preemptive Securities to
\nthe Alternate Procedure Purchasers (subject to extension to the extent necessary
\nto obtain required governmental or other approvals). The Company shall cause any
\ndefinitive agreements relating to issuances of Preemptive Securities to
\nAlternate Procedure Purchasers to include all such provisions as are necessary
\nto give effect to this Section 4.06(f), including the Alternate Procedure
\nPurchasers153 agreement to sell such Preemptive Securities to such Shareholders
\n(and\/or their respective Affiliates), to the extent applicable, on a pro rata
\nbasis (based on the number of Preemptive Securities purchased by each Alternate
\nProcedure Purchaser in the applicable issuance).<\/p>\n
\n
\nshall not be entitled to participate in any issuance of Preemptive Securities
\npursuant to this Section 4.06 unless at the time of such issuance the Company
\nshall be reasonably satisfied that (i) such Shareholder is an “accredited
\ninvestor” as defined in Regulation D of the Securities Act or the issuance of
\nPreemptive Securities, after giving effect to the participation of such
\nShareholder therein, would satisfy the requirements of any other exemption from
\nregistration available at such time under the Securities Act with respect to
\nsuch issuance of Preemptive Securities and (ii) an exemption from registration
\nor qualification under any state securities laws or foreign securities laws
\napplicable to such issuance of Preemptive Securities due to the participation of
\nsuch Shareholder therein would be available with respect to such issuance of
\nPreemptive Securities.<\/p>\n
\ncomply with Section 6.03 of the Co-Invest LLC Agreement. If the operating or
\nsimilar governing document of any Additional Co-Invest Vehicle includes a
\nprovision similar to Section 6.03 of the Co-Invest LLC Agreement, then such
\nAdditional Co-Invest Vehicle agrees to comply with such similar provision.<\/p>\n
\ncapital stock or other equity interests of the Company or any of its
\nSubsidiaries (“ROFO Securities<\/u>“) prior to the consummation of an IPO and
\nthe other Sponsor consents to such Transfer (if such consent is required
\npursuant to Section 4.01(c)), then a right of first offer shall apply with
\nrespect to such Transfer in accordance with the following provisions:<\/p>\n
\n“Non-Transferring Sponsor<\/u>“) with a written notice (a “Sponsor Transfer
\nNotice<\/u>“) of its desire to Transfer such ROFO Securities, which shall specify
\nthe number and type of ROFO Securities such Sponsor wishes to Transfer (the
\n“Sponsor Transfer Shares<\/u>“), the purchase price for such Sponsor Transfer
\nShares and any other terms and conditions material to the Transfer proposed by
\nsuch Sponsor.<\/p>\n
\nTransferring Sponsor an irrevocable written notice within ten (10) Business Days
\nafter delivery of the Sponsor Transfer Notice (the “Sponsor Transfer Election
\nPeriod<\/u>“), indicating the Non-Transferring Sponsor (and\/or its Affiliates)
\ndesires to acquire all (but not less than all) the Sponsor Transfer Shares,
\ndirectly or indirectly, on the terms and conditions set forth in the Sponsor
\nTransfer Notice.<\/p>\n
\n
\nElection Period, the Sponsors shall consummate the Transfer of any Sponsor
\nTransfer Shares to be purchased by the Non-Transferring Sponsor (and\/or its
\nAffiliates), as set forth in its written notice to the Transferring Sponsor, at
\nthe price and on the terms and conditions set forth in the Sponsor Transfer
\nNotice.<\/p>\n
\nto purchase or cause the purchase of all of the Sponsor Transfer Shares covered
\nby the Sponsor Transfer Notice before the end of the Sponsor Transfer Election
\nPeriod, the Transferring Sponsor may Transfer such Transfer Shares at any time
\nwithin ninety (90) days following the end of the Sponsor Transfer Election
\nPeriod, at a price which is not less than the purchase price and on other terms
\nand conditions no more favorable to the Transferee than those specified in the
\nSponsor Transfer Notice.<\/p>\n
\nhis or her ROFO Securities prior to the consummation of an IPO and the requisite
\nSponsors consent to such Transfer pursuant to Section 4.01(a) or (b), as
\napplicable to such Other Shareholder, then a right of first offer shall apply
\nwith respect to such Transfer in accordance with the following provisions:<\/p>\n
\nnotice (a “Non-Sponsor Transfer Notice<\/u>“) of its desire to Transfer such
\nROFO Securities, which shall specify the number and type of ROFO Securities such
\nShareholder wishes to Transfer (the “Non-Sponsor Transfer Shares<\/u>“), the
\npurchase price for such Non-Sponsor Transfer Shares and any other terms and
\nconditions material to the Transfer proposed by such Shareholder.<\/p>\n
\nShareholder and the Company an irrevocable written notice within ten (10)
\nBusiness Days after delivery of the Non-Sponsor Transfer Notice (the
\n“Non-Sponsor Transfer Election Period<\/u>“), indicating the number of
\nNon-Sponsor Transfer Shares, up to all of the Non-Sponsor Transfer Shares, such
\nSponsor (and\/or its Affiliates) desires to acquire, directly or indirectly, on
\nthe terms and conditions set forth in the Non-Sponsor Transfer Notice.<\/p>\n
\nthat provided written notice prior to the end of the Non-Sponsor Transfer
\nElection Period such that each Sponsor (and\/or its Affiliates) receives the
\nlesser of (x) the number of Transfer Shares such Sponsor (and\/or its Affiliates)
\ndesires to purchase and (y) such Sponsor153s Pro Rata Portion of the Non-Sponsor
\nTransfer Shares (determined at the time immediately prior to any purchase of
\nsuch Non-Sponsor Transfer Shares); provided<\/u>, however<\/u>, that if
\neither Sponsor indicates in its notice that such Sponsor and\/or its Affiliates
\ndesires to purchase Non-Sponsor Transfer Shares in an amount that is less than
\nthe Pro Rata Portion of such Sponsor, any such shortfall shall be allocated to
\nthe other Sponsor and\/or its Affiliates if and to the extent such other Sponsor
\nindicated in its notice that it and\/or its Affiliates desires to purchase
\nNon-Sponsor Transfer Shares in an amount that is greater than the Pro Rata
\nPortion of such other Sponsor.<\/p>\n
\n
\nthe Company shall notify each Sponsor and the Transferring Shareholder of the
\nnumber of Non-Sponsor Transfer Shares to be purchased by each Sponsor (and\/or
\nits Affiliates). Within ten (10) Business Days after the end of the Non-Sponsor
\nTransfer Election Period, the Transferring Shareholder and the Sponsor(s)
\n(and\/or its\/their Affiliates) shall consummate the Transfer of any Non-Sponsor
\nTransfer Shares to be purchased by the Sponsors (and\/or their Affiliates), at
\nthe price and on the terms and conditions set forth in the Non-Sponsor Transfer
\nNotice.<\/p>\n
\npurchase all of the Non-Sponsor Transfer Shares covered by the Non-Sponsor
\nTransfer Notice before the end of the Non-Sponsor Transfer Election Period, the
\nTransferring Shareholder may Transfer such Non-Sponsor Transfer Shares at any
\ntime within ninety (90) days following the end of the Non-Sponsor Transfer
\nElection Period, at a price which is not less than the purchase price and on
\nother terms and conditions no more favorable to the Transferee than those
\nspecified in the Non-Sponsor Transfer Notice.<\/p>\n
\nPerson any Transfer of all or any portion of its Transfer Shares prior to the
\nend of the Other Shareholder Restricted Period or the end of the Restricted
\nPeriod, respectively, unless such Other Shareholder or Sponsor, respectively,
\nreceives the prior, written consent of both Sponsors, or the other Sponsor,
\nrespectively, to make any such proposal; it being understood that, unless
\notherwise stated in such consent, such consent shall only permit the making of a
\nproposal to Transfer and shall not permit the Transfer itself.<\/p>\n
\nof an IPO and shall not apply to any Transfer of ROFO Securities (i) to any
\nPermitted Transferee pursuant to Section 4.02, (ii) pursuant to, or consequent
\nupon the exercise of, any right or obligation set forth in Section 4.03
\n(including Section 4.03(f)), (iii) pursuant to, or consequent upon, Section
\n4.04, (iv) in a Permitted Syndication Sale, (v) to Shareholders exercising
\nrights set forth in Section 4.06(f) if a Shareholder is an Alternate Procedure
\nPurchaser, (vi) in an Employee Equity Sale, (vii) in connection with a Parallel
\nInvestment Entity Transfer, (viii) in connection with a Tag Along Distribution
\npursuant to Section 4.03(e) or (ix) in connection with any Transfer to or from a
\nSpecial Purpose Vehicle pursuant to Section 2.06(d) of the Registration Rights
\nAgreement.<\/p>\n
\n
\nDate, then, during the Coordination Committee Period, any of the Sponsors
\nwishing to effect either (i) a Market Transfer pursuant to Rule 144 or (ii) a
\ndistribution of Shares to such Sponsor153s limited partners, members or other
\ndirect and indirect investors, shall consult with the Coordination Committee
\nprior to taking such action or entering into any definitive agreement with
\nrespect to such action and shall not take any action in contravention of any
\nApplicable Coordination Requirements.<\/p>\n
\nDate, the Sponsors shall create a coordination committee (the “Coordination
\nCommittee<\/u>“) (which shall not be a committee of the Board) and shall maintain
\nsuch committee until the earliest of the following (the “Coordination
\nCommittee Period<\/u>“): (i) the termination or expiration of this Agreement,
\n(ii) the agreement in writing of both Sponsors to disband such committee, (iii)
\nsuch time as either Sponsor no longer beneficially owns any Shares or other
\nequity securities of the Company, Holdings or IDC, (iv) the fifth anniversary of
\nthe Closing Date, and (v) the first anniversary of the 25% Float Date. During
\nthe Coordination Committee Period, the Coordination Committee shall, to the
\nextent provided by the Applicable Coordination Requirements, facilitate
\ncoordination of (i) Market Transfers by the Sponsors pursuant to Rule 144 of any
\nsecurities of the Company, Holdings or IDC held by either of the Sponsors and
\n(ii) any distributions of any securities of the Company, Holdings, IDC or their
\nsuccessors by the Sponsors to their respective limited partners, members and
\nother direct and indirect investors, and the Sponsors shall cooperate with each
\nother, as reasonably necessary, with respect to such Transfers and
\ndistributions. The procedures governing the conduct of the Coordination
\nCommittee and the cooperative conduct required by the Sponsors (the
\n“Applicable Coordination Requirements<\/u>“) shall be established from time to
\ntime by the unanimous consent of each of the Sponsors. Notwithstanding anything
\nherein to the contrary (but without limiting or otherwise modifying the
\nprovisions of the Registration Rights Agreement or any Applicable Coordination
\nRequirements that may apply from time to time), except upon the unanimous
\ndetermination of the Coordination Committee, the Coordination Committee shall
\nnot be permitted to block or otherwise prohibit or limit Transfers by either
\nSponsor.<\/p>\n
\nthan the Employee Shareholders) within two (2) Business Days following the
\nconsummation of a Post-IPO Sponsor Transfer by such Sponsor that triggers the
\nrights of such Other Shareholders pursuant to Section 4.01(b)(v).<\/p>\n
\nconsideration to be paid in exchange for Shares in a proposed transaction
\npursuant to Sections 4.03 or 4.04 includes any securities, and the receipt
\nthereof by a Tagging Shareholder that delivered a Tag-Along Participation Notice
\nor a Drag-Along Participant (each, a “Participating Seller<\/u>“) would
\nrequire under applicable law (a) the registration or qualification of such
\nsecurities or of any Person as a broker or dealer or agent with respect to such
\nsecurities where such registration or qualification is not otherwise required
\nfor the transaction pursuant to Sections 4.03 or 4.04 by the Selling Sponsor(s)
\nor the Exercising Sponsor(s), respectively, or (b) the provision to any
\nShareholder participating in the Tag-Along Sale or a Drag-Along Transaction of
\nany specified information regarding the Company or any of its Subsidiaries, such
\nsecurities or the issuer thereof that is not otherwise required to be provided
\nfor such transaction pursuant to Sections 4.03 or 4.04 by the Selling Sponsor(s)
\nor the Exercising Sponsor(s), respectively, then such Participating Seller shall
\nnot have the option to sell Shares in such proposed transaction. In such event,
\nthe Selling Sponsor(s) or Exercising Sponsor(s), as applicable, shall (x) in the
\ncase of a Tag-Along Sale pursuant to Section 4.03, have the right, but not the
\nobligation, and (y) in the case of a Drag-Along Transaction pursuant to Section
\n4.04, have the obligation, to cause to be paid to such Participating Seller in
\nlieu thereof, against surrender of the Shares which would have otherwise been
\nsold by such Participating Seller to purchasers in the proposed transaction, an
\namount in cash equal to the fair market value (as determined in good faith by
\nthe Board) of such Shares as of the date such securities would have been issued
\nin exchange for such Shares.<\/p>\n
\n
\nthe event of any merger, statutory share exchange or other business combination
\nof the Company, on the one hand, with Holdings, IDC or any of their respective
\nSubsidiaries, on the other hand, (i) each of the Shareholders shall, to the
\nextent necessary, as determined by the Sponsors (or, in the event that there is
\na Controlling Sponsor at such time, the Controlling Sponsor), execute a
\nshareholders agreement with terms that are substantially equivalent (to the
\nextent practicable) to, mutatis mutandis<\/em>, the terms of this Agreement;
\nprovided<\/u>, that such shareholders agreement shall terminate upon the same
\nterms and conditions as provided herein, and (ii) to the extent applicable in
\nsuch transaction, the Company shall distribute securities issued to the Company
\npursuant to such transaction, if any, to the shareholders of the Company
\npro<\/u> rata<\/u> in accordance with their respective equity interests in
\nthe Company.<\/p>\n
\nregistering its shares in connection with such IPO (the “Registering
\nEntity<\/u>“) is Holdings, IDC or any other Subsidiary of the Company and (ii) a
\ntransaction contemplated by Section 5.01(a) has not occurred, then the Company
\nshall take such actions as may reasonably be necessary to exchange all Shares
\nfor shares of such Registering Entity; provided<\/u>, that each of the
\nShareholders shall, to the extent necessary, as determined by the Sponsors (or,
\nin the event that there is a Controlling Sponsor at such time, the Controlling
\nSponsor), execute a shareholders agreement with terms that are substantially
\nequivalent (to the extent practicable) to, mutatis mutandis<\/em>, the terms
\nof this Agreement (except with respect to any terms herein that do not apply
\nafter the consummation of an IPO). Upon such exchange, the Shareholders shall be
\nentitled to receive shares of the Registering Entity pro<\/u> rata<\/u> in
\naccordance with the equity interests in the Company held by each Shareholder
\nimmediately prior to such exchange.<\/p>\n
\n
\nparties expressly acknowledge and agree that: (i) each of the Sponsors
\n(including its Affiliates), each Sponsor Director and each Shareholder (other
\nthan Employee Shareholders) has the right to, and shall have no duty (fiduciary,
\ncontractual or otherwise) not to, directly or indirectly engage in and possess
\ninterests in other business ventures of every type and description, including
\nthose engaged in the same or similar business activities or lines of business as
\nthe Company, Holdings, IDC or any Subsidiary thereof or deemed to be competing
\nwith the Company, Holdings, IDC or any Subsidiary thereof, on its own account,
\nor in partnership with, or as an employee, officer, director or shareholder of
\nany other Person, with no obligation to offer to the Company, Holdings, IDC or
\nany Subsidiary thereof or any Shareholder the right to participate therein; (ii)
\neach of the Sponsors (including its Affiliates), each Sponsor Director and each
\nShareholder (other than Employee Shareholders) may invest in, or provide
\nservices to, any Person that directly or indirectly competes with the Company,
\nHoldings, IDC or any Subsidiary thereof; and (iii) in the event that any of the
\nSponsors (including their Affiliates), any Sponsor Director or any Shareholder
\n(other than Employee Shareholders) acquires knowledge of a potential transaction
\nor matter that may be a corporate or other business opportunity for the Company,
\nsuch Person shall have no duty (fiduciary, contractual or otherwise) to
\ncommunicate or present such corporate opportunity to the Company, Holdings, IDC
\nor any Subsidiary thereof or any other Shareholder, as the case may be, and,
\nnotwithstanding any provision of this Agreement to the contrary, shall not be
\nliable to the Company, Holdings, IDC or any Subsidiary thereof or any other
\nShareholder (or their respective Affiliates) for breach of any duty (fiduciary,
\ncontractual or otherwise) by reason of the fact that such Person, directly or
\nindirectly, pursues or acquires such opportunity for itself, directs such
\nopportunity to another Person or does not present such opportunity to the
\nCompany, Holdings, IDC or any Subsidiary thereof or any other Shareholder (or
\nany Affiliate thereof); provided<\/u>, that each Sponsor and each Shareholder
\nshall bear any and all antitrust risk resulting from such Sponsor153s or
\nShareholder153s investments or ventures that compete with the business of the
\nCompany, Holdings, IDC or any Subsidiary thereof, and such Sponsor or
\nShareholder shall not be permitted to violate any provisions of this Agreement
\nas a result of antitrust regulations except as agreed to by the other Sponsor
\n(in the case of a Sponsor) or each of the Sponsors (in the case of any of the
\nOther Shareholders). The parties acknowledge that this paragraph is intended to
\ndisclaim and renounce, to the fullest extent permitted by Section 122(17) of
\nDelaware General Corporation Law, any right of the Company, Holdings, IDC or any
\nSubsidiary thereof with respect to the matters set forth in Section 122(17), and
\nthis paragraph shall be construed to effect such disclaimer and renunciation to
\nthe full extent permitted by law.<\/p>\n
\nfullest extent permitted by applicable law:<\/p>\n
\nAffiliates have any duty to any other Shareholder or to the Company, Holdings,
\nIDC or any of their respective Subsidiaries other than the specific covenants
\nand agreements set forth in this Agreement;<\/p>\n
\ninterest between the Company, Holdings, IDC or any of their respective
\nSubsidiaries, on the one hand, and a Sponsor or any of its Affiliates, on the
\nother hand, the Sponsor (or any Sponsor Director acting in his or her capacity
\nas a director) may act in its best interest and (B) none of the Sponsors or any
\nSponsor Director acting in his or her capacity as a director shall be obligated
\n(1) to reveal to the Company, Holdings, IDC or any of their respective
\nSubsidiaries confidential information belonging to or relating to the business
\nof such Person or any of its Affiliates or (2) to recommend or take any action
\nin its capacity as such Shareholder or director, as the case may be, that
\nprefers the interest of the Company, Holdings, IDC or their respective
\nSubsidiaries over the interest of such Person; and<\/p>\n
\n
\nDirector and any officer, employee, agent or Affiliate of any such Person that
\nmay from time to time arise in respect of a breach by any such person of any
\nduty or obligation disclaimed under Section 5.02(b)(i) or (ii).<\/p>\n
\nand agreements set forth in this Section 5.02 shall not apply to any alleged
\nclaim or cause of action against any Sponsor, any Sponsor Director, any of the
\nSponsors153 respective Affiliates, any Shareholder or any of their respective
\nemployees, officers, directors, agents or authorized representatives based upon
\nthe breach or nonperformance by such Person of this Agreement or any other
\nagreement to which such Person is a party.<\/p>\n
\nduties and liabilities of the Sponsors or any Sponsor Directors otherwise
\nexisting at law or in equity, are agreed by the Shareholders to replace such
\nother duties and liabilities of the Sponsors or such Sponsor Directors to the
\nfullest extent permitted by applicable law.<\/p>\n
\nconsents, approvals, reports, designations, requests, waivers, elections and
\nother communications authorized or required to be given pursuant to this
\nAgreement shall be in writing and shall be deemed to have been given (a) when
\npersonally delivered, (b) when transmitted via facsimile to the number set out
\nbelow or on Schedule A<\/u>, as applicable, if the sender on the same day
\nsends a confirming copy of such notice by a recognized overnight delivery
\nservice (charges prepaid), (c) the day following the day (except if not a
\nBusiness Day then the next Business Day) on which the same has been delivered
\nprepaid to a reputable national overnight air courier service, (d) when
\ntransmitted via email (including via attached pdf document) to the email address
\nset out below or on Schedule A<\/u>, as applicable, if the sender on the same
\nday sends a confirming copy of such notice by a recognized overnight delivery
\nservice (charges prepaid) or (e) the third Business Day following the day on
\nwhich the same is sent by certified or registered mail, postage prepaid, in each
\ncase to the respective parties as applicable, at the address, facsimile number
\nor email address set forth on Schedule A<\/u> (or such other address,
\nfacsimile number or email address as such Shareholder may specify by notice to
\nthe Company in accordance with this Section 5.03) and the Company at the
\nfollowing addresses:<\/p>\n
\n
\npermitted by Section 3.03(a), each of the parties hereto shall keep confidential
\nthis Agreement (including the identity of the Shareholders), the Co-Invest LLC
\nAgreement (including the identity of the members of Igloo Co-Invest, LLC), the
\noperating or similar governing document of any Additional Co-Invest Vehicle
\n(including the identity of the investors in such Additional Co-Invest Vehicle),
\nthe Registration Right Agreement, the Management Agreement and any information
\ndelivered to the parties hereto pursuant to this Agreement and the Transactions
\ncontemplated hereby, including any Disputes and resolutions thereof and
\nnegotiations pertaining thereto, and any nonpublic information received pursuant
\nhereto, and shall not disclose, issue any press release or otherwise make any
\npublic statement relating hereto or thereto without the prior written consent of
\nthe Sponsors unless so required by applicable law or any governmental authority;
\nprovided<\/u> that no such written consent shall be required (and each
\nShareholder shall be free to release such information) for disclosures (a) to
\neach Shareholder153s partners, members, prospective investors (subject to Section
\n4.07(d), solely to the extent necessary for such prospective investors to
\nevaluate an investment in such Shareholder), advisors, employees, agents,
\naccountants, trustee, attorneys, Affiliates and investment vehicles managed or
\nadvised by such Shareholder or the partners, members, advisors, employees,
\nagents, accountants, trustee or attorneys of such Affiliates or managed or
\nadvised investment vehicles, in each case so long as such Persons agree to keep
\nsuch information confidential and (b) required by any statute, law, regulation
\nor rule, including stock exchange rules.<\/p>\n
\n
\nmay only be amended, modified or waived at any time and from time to time by a
\nwriting executed by both Sponsors; provided<\/u> that (a) any amendment,
\nmodification or waiver (other than amendments made to Schedule A<\/u> or
\nSchedule B<\/u> in accordance with the terms of this Agreement) that would, by
\nits terms, be materially adverse to the rights, benefits and obligations of
\nIgloo Co-Invest, LLC or any Additional Co-Invest Vehicle that has a direct or
\nindirect investor that purchased its Shares in a Permitted Syndication Sale (the
\n“Initial Co-Invest Shareholders<\/u>“) as compared to the other Initial
\nCo-Invest Shareholders (other than as a result of such Initial Co-Invest
\nShareholder electing not to exercise any rights granted to such Initial
\nCo-Invest Shareholder pursuant to the terms of this Agreement) shall require the
\nprior written consent of such Initial Co-Invest Shareholder, (b) any amendment,
\nmodification or waiver that would, by its terms, be materially and
\ndisproportionately adverse to Igloo Co-Invest, LLC or any Additional Co-Invest
\nVehicle as compared to the Sponsors shall require the prior written consent of
\nIgloo Co-Invest, LLC and\/or such Additional Co-Invest Vehicle, as applicable,
\nand neither Igloo Co-Invest, LLC nor any such Additional Co-Invest Vehicle shall
\nprovide such written consent unless the non-managing members (or equivalent
\nequityholders) of Igloo Co-Invest, LLC or such Additional Co-Invest Vehicle
\nholding a majority of the membership units (or equivalent equity interests)
\nowned by such non-managing members (or equivalent equityholders) have consented
\nto such amendment, (c) any amendment, modification or waiver that would, by its
\nterms, be materially and disproportionately adverse to the Employee Shareholders
\nas compared to the Sponsors shall require the written consent of the Employee
\nShareholders, (d) any amendment, modification or waiver of Sections 5.29 or 5.30
\nshall require the consents specified therein and (e) no amendment shall be
\nadopted pursuant to this Section 5.05 if such amendment would alter, or result
\nin the alteration of, the limited liability of the Shareholders. The immediately
\nforegoing clause (b) shall not apply with respect to amendments, modifications
\nor waivers of provisions of this Agreement to the extent that they are not
\navailable to, or do not apply to, Igloo Co-Invest, LLC or such Additional
\nCo-Invest Vehicle, and the immediately foregoing clause (c) shall not apply with
\nrespect to amendments, modifications or waivers of provisions of this Agreement
\nto the extent that they are not available to, or do not apply to, the Employee
\nShareholders. Prompt written notice of any amendment to this Agreement shall be
\ngiven to all Shareholders.<\/p>\n
\nGOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
\nWITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.<\/p>\n
\n
\n“Dispute<\/u>” and collectively, the “Disputes<\/u>“) arising out of,
\nrelating to or in connection with this Agreement, including any Dispute
\nregarding its validity or termination, or the performance or breach thereof
\nunder this Agreement shall be settled exclusively and finally by a panel of
\nthree (3) arbitrators selected by the mutual agreement of the parties to such
\nDispute in an arbitration proceeding administered by Judicial Arbitration and
\nMediation Services (“JAMS<\/u>“) under its Comprehensive Arbitration Rules and
\nProcedure in effect at the time of such proceeding, and judgment on the award
\nrendered by such arbitrators may be entered in any court having jurisdiction
\nthereof. Each party to a Dispute hereby agrees that it shall raise no objection
\nto the submission of the Dispute to arbitration in accordance with this Section
\n5.07 and further irrevocably waives, to the fullest extent permitted by law, any
\nobjection it may have or hereafter have to the submission of the Dispute for
\narbitration or any right to lay claim to jurisdiction in any other venue. If the
\nparties to any such Dispute are unable to select such arbitrators within fifteen
\n(15) days of the first notice given by any party to such Dispute to the other
\nparty or parties to such Dispute requesting arbitration and the selection of
\nsuch arbitrators, any party to such Dispute may request that JAMS select such
\narbitrators, which selection shall be binding on the parties to such Dispute. If
\n(i) two or more Disputes arising out of or in connection with this Agreement are
\nsimultaneously pending, (ii) the subject matters of such Disputes involve common
\nquestions of law or fact and (iii) the independent resolution of each such
\nDispute could result in conflicting decisions or obligations, such Disputes may
\nbe consolidated in a single proceeding. If more than one arbitration proceeding
\ninvolving any such Disputes is pending, such proceedings shall, at the request
\nof any party to such Dispute, be consolidated and settled in a single
\narbitration proceeding; provided<\/u> that the determination of whether such
\nDisputes shall be consolidated shall be determined by the first panel of three
\narbitrators established to settle any such Dispute. If such Disputes are
\nconsolidated and more than one panel of three arbitrators has been established
\nto settle any of such Disputes, the parties to such Dispute shall, within twenty
\n(20) days of such consolidation, select one panel of three arbitrators so
\nestablished to settle the single consolidated arbitration proceeding. Unless the
\nparties to such Dispute otherwise agree to conduct any arbitration proceeding
\npursuant to this Section 5.07 elsewhere, such proceeding shall be conducted and
\nany decision shall be rendered in New York, New York or at a venue to be
\nselected by mutual agreement of the parties to such Dispute (provided<\/u>
\nthat if no such venue is agreed to by the parties, then New York, New York shall
\nbe the venue). Expenses and costs associated with the submission of any Dispute
\nto arbitration shall be the responsibility of the party against whom a final
\ndecision is rendered with respect to that Dispute (provided<\/u> that in the
\ncase of multiple Disputes that are consolidated into a single proceeding, the
\ncosts of such proceeding shall be borne on a Dispute-by-Dispute basis by the
\nparty against whom a final decision is rendered with respect to each particular
\nDispute). The award rendered by the arbitrators shall be final and binding on
\nthe parties to the Dispute; provided<\/u>, however<\/u>, that (x) by
\nagreeing to arbitration, the parties do not intend to deprive any court with
\njurisdiction of its ability to issue a preliminary injunction, attachment or
\nother form of provisional remedy in aid of the arbitration and a request for
\nsuch provisional remedies by a party to a court shall not be deemed a waiver of
\nthis agreement to arbitrate, and (y) in addition to the authority conferred upon
\nthe tribunal by the rules specified above, the tribunal shall also have the
\nauthority to grant provisional remedies, including injunctive relief. Except as
\nrequired by law, or as ordered by the arbitrator as part of a final judgment on
\nthe merits of the Dispute(s), none of the parties hereto or the arbitrators
\nshall disclose the existence, content or results of an arbitration brought
\npursuant to this Agreement (other than to the parties and their representatives,
\ncounsel, advisers and Affiliates on a confidential basis).<\/p>\n
\n
\nRegistration Rights Agreement, the Co-Invest LLC Agreement and, to the extent
\napplicable to a Shareholder, any Other Agreements) embodies the entire agreement
\nand understanding of the Shareholders and supersedes all prior agreements and
\nunderstandings between the Shareholders and the Company with respect to the
\nsubject matter hereof, including any term sheets discussing the subject matter
\nhereof and the summary of terms attached to any equity commitment letters
\nentered into by any member, partner or equityholder of Igloo Co-Invest, LLC or
\nany Additional Co-Invest Vehicle.<\/p>\n
\nthis Agreement shall be effective unless such waiver is made expressly in
\nwriting and executed and delivered by the party against whom such waiver is
\nclaimed. No waiver of any breach shall be deemed to be a further or continuing
\nwaiver of such breach or a waiver of any other or subsequent breach. Except as
\notherwise expressly provided herein, no failure on the part of any party to
\nexercise, and no delay in exercising, any right, power or remedy hereunder, or
\notherwise available in respect hereof at law or in equity, shall operate as a
\nwaiver thereof, nor shall any single or partial exercise of such right, power or
\nremedy by such party preclude any other or further exercise thereof, or the
\nexercise of any other right, power or remedy.<\/p>\n
\nbe held to be invalid, illegal or unenforceable, the validity, legality and
\nenforceability of the remaining provisions shall not in any way be affected or
\nimpaired thereby.<\/p>\n
\nand the transactions contemplated hereby, each Shareholder shall execute and
\ndeliver any additional documents and instruments and perform any additional acts
\nthat the Company determines to be necessary or appropriate to effectuate and
\nperform the provisions of this Agreement and those transactions.<\/p>\n
\ntaken by the parties under this Agreement shall constitute a partnership,
\nassociation or other co-operative entity between any of the parties or
\nconstitute any party the agent of any other party for any purpose.<\/p>\n
\nnumber of counterparts, each of which shall be deemed an original, but all of
\nwhich shall constitute one and the same instrument.<\/p>\n
\n3.01(n), 3.01(o), 5.02 and 5.17 (which will be for the benefit of the Persons
\nset forth therein, and any such Person will have the rights provided for
\ntherein), this Agreement does not create any rights, claims or benefits inuring
\nto any Person that is not a party hereto, and it does not create or establish
\nany third party beneficiary hereto.<\/p>\n
\n
\nin this Agreement to the contrary, this Agreement shall be binding upon and
\ninure to the benefit of the Shareholders, their distributees, heirs, legal
\nrepresentatives, executors, administrators, successors and permitted assigns.
\nThe rights and obligations hereunder shall not be assignable without the prior
\nwritten consent of the other parties hereto except in connection with Transfers
\npermitted under Article IV or as otherwise expressly set forth herein subject,
\nin each case, to the limitations contained herein. Any assignment of rights or
\nobligations in violation of this Section 5.15 shall be null and void.<\/p>\n
\nacknowledged that it will be impossible to measure in money the damages that
\nwould be suffered if the parties fail to comply with any of the obligations
\nherein imposed on them and that, in the event of any such failure, an aggrieved
\nPerson will be irreparably damaged and will not have an adequate remedy at law.
\nAny such party shall, therefore, be entitled (in addition to any other remedy to
\nwhich such party may be entitled at law or in equity) to injunctive relief,
\nincluding specific performance, to enforce such obligations, without the posting
\nof any bond and if any action should be brought in equity to enforce any of the
\nprovisions of this Agreement, none of the parties hereto shall raise the defense
\nthat there is an adequate remedy at law.<\/p>\n
\nenforced against the named parties hereto. All claims or causes of action
\n(whether in contract or tort) that may be based upon, arise out of or relate to
\nthis Agreement, or the negotiation, execution or performance of this Agreement
\n(including any representation or warranty made in or in connection with this
\nAgreement or as an inducement to enter into this Agreement), may be made only
\nagainst the entities that are expressly identified as parties hereto; and no
\npast, present or future director, officer, employee, incorporator, member,
\npartner, stockholder, Affiliate, agent, attorney or representative of any party
\nhereto (including any Person negotiating or executing this Agreement on behalf
\nof a party hereto), unless party to this Agreement, shall have any liability or
\nobligation with respect to this Agreement or with respect any claim or cause of
\naction (whether in contract or tort) that may arise out of or relate to this
\nAgreement, or the negotiation, execution or performance of this Agreement
\n(including a representation or warranty made in or in connection with this
\nAgreement or as an inducement to enter into this Agreement).<\/p>\n
\nterminate as specified in such provisions or, if not otherwise specified
\ntherein, as set forth in the following sentence. This Agreement (except for all
\nof Article V, other than Sections 5.01, 5.20, 5.21, 5.22 and 5.23) shall
\nterminate (a) automatically (without any action by any party hereto) as to each
\nShareholder when such Shareholder ceases to hold any Shares, (b) with the prior
\nwritten consent of the Sponsors in connection with the consummation of a Change
\nof Control or (c) upon the consummation of a Public Change of Control.<\/p>\n
\nprior written consent of both Sponsors, be admitted as a party to this Agreement
\nupon its execution and delivery of a joinder agreement, in form and substance
\nacceptable to the Sponsors, agreeing to be bound by the terms and conditions of
\nthis Agreement as if such Person were a party hereto (together with any other
\ndocuments the Sponsors determine are necessary to make such Person a party
\nhereto), whereupon such Person will be treated as a Shareholder for all purposes
\nof this Agreement.<\/p>\n
\n
\nagrees, to the extent practicable and as requested by the Sponsors, to use
\nreasonable efforts following the consummation of an IPO to take or avoid taking
\n(as applicable) actions that would potentially cause liability to the Company,
\nany Sponsors or any other Shareholder under Section 13 or Section 16 of the
\nExchange Act or the rules and regulations promulgated thereunder. To the extent
\nthat the Company, any Sponsors or any other Shareholder determines that it is
\nobligated to make filings under Section 13 or Section 16 of the Exchange Act or
\nthe rules and regulations promulgated thereunder, each of the Shareholders
\nagrees to use reasonable efforts to cooperate with the Person that determines
\nthat it has such a filing obligation, including by promptly providing
\ninformation reasonably required by such Person for any such filing.<\/p>\n
\nLLC and, to the extent the Sponsors shall agree, any Additional Co-Invest
\nVehicle that, in each case, is intended to qualify as a “venture capital
\noperating company” for purposes of the Department of Labor “plan assets”
\nregulation, 29 C.F.R. \u00a72510.3-101 (each, a “Fund<\/u>“) shall, in connection
\nwith such Fund153s acquisition of equity securities of the Company and for so long
\nas it shall continue to own ownership of equity securities of the Company, be
\nentitled to the following contractual rights:<\/p>\n
\n“Representative<\/u>“) to consult with and advise management of the Company on
\nsignificant business issues, including such management153s proposed annual
\noperating plans, and management of the Company will make itself available to
\nmeet with such Representative regularly during each year by telephone or at the
\nCompany153s facilities at mutually agreeable times, on reasonable prior written
\nnotice, for such consultation and advice and to review progress in achieving
\nsuch plans.<\/p>\n
\nSilver Lake Partners III, L.P., James C. Neary shall be appointed as the
\nRepresentative for Warburg Pincus Private Equity X, L.P. and Sean Delehanty and
\nCary Davis shall be appointed as co-Representatives for Igloo Co-Invest, LLC.\n<\/p>\n
\nto or affecting the Company153s business and affairs such as significant changes
\nin management personnel and compensation or employee benefits, introduction of
\nnew lines of business, important acquisitions and the proposed compromise of any
\nsignificant litigation as soon as reasonably practicable, and the Company shall
\nprovide each Representative with the opportunity, on reasonable prior written
\nnotice, to consult with and advise the Company153s management of its views with
\nrespect thereto.<\/p>\n
\nbusiness, operations, properties and financial and other condition of the
\nCompany with the Company153s accountants and investment bankers.<\/p>\n
\nvisit and inspect its facilities and may reasonably request information at
\nreasonable times and intervals concerning the general status of the Company153s
\nfinancial condition and operations.<\/p>\n
\n
\navailable, with copies of (i) all financial statements, forecasts and
\nprojections provided to or approved by the Board, (ii) any letter issued to the
\nCompany by its accountants with respect to the Company153s internal controls,
\n(iii) any documents filed by the Company with any regulatory or similar
\nauthority and\/or (iv) such other business and financial data as its
\nRepresentative may reasonably request in writing from time to time.<\/p>\n
\nall meetings of the Board in a non-voting observer capacity and, in this
\nrespect, the Company shall give such Representative copies of all notices,
\nminutes, consents and other material that it provides to the directors and such
\nRepresentative shall be entitled to participate in discussions of matters
\nbrought to the Board, except to the extent providing such materials and allowing
\nparticipation in Board discussions would be reasonably likely to result in the
\nwaiver of attorney-client privilege.<\/p>\n
\nmanagement rights for purposes of qualifying each Fund153s investments in the
\nCompany as “venture capital investments” for purposes of the Department of Labor
\n“plan assets” regulation, 29 C.F.R. \u00a72510.3-101. In the event the aforementioned
\nrights are not satisfactory for such purpose, the Company and the affected Fund
\nshall reasonably cooperate in good faith to agree upon mutually satisfactory
\nmanagement rights that satisfy such regulations.<\/p>\n
\ncontinue for so long as such Fund continues to hold any equity securities of the
\nCompany, which securities shall be deemed to be owned and to remain outstanding
\nnotwithstanding any conversion, exercise or exchange of such securities for
\nother securities.<\/p>\n
\nin an Underwritten Offering, each of the Shareholders agrees, if requested by
\nthe managing underwriter or underwriters in such Underwritten Offering (and,
\nwith respect to a Company Public Sale other than the IPO, if and only if both
\nSponsors agree to such request), not to (a) offer for sale, sell, pledge, or
\notherwise dispose of (or enter into any transaction or device that is designed
\nto, or could be expected to, result in the disposition by any person at any time
\nin the future of) any Shares (including Shares that may be deemed to be
\nbeneficially owned by the undersigned in accordance with the rules and
\nregulations of the SEC and Shares that may be issued upon exercise of any
\noptions or warrants) or securities convertible into or exercisable or
\nexchangeable for Shares, (b) enter into any swap or other derivatives
\ntransaction that transfers to another, in whole or in part, any of the economic
\nbenefits or risks of ownership of Shares, whether any such transaction described
\nin clause (a) or (b) above is to be settled by delivery of Shares or other
\nsecurities, in cash or otherwise, (c) make any demand for or exercise any right
\nor cause to be filed a Registration Statement (as defined in the Registration
\nRights Agreement), including any amendments thereto, with respect to the
\nregistration of any Shares or securities convertible into or exercisable or
\nexchangeable for Shares or any other securities of the Company or (d) publicly
\ndisclose the intention to do any of the foregoing, in each case, during the
\nperiod beginning 7 days before and ending 180 days (in the event of the IPO) or
\n90 days (in the event of any other Company Public Sale) (or, in each case, such
\nother period as may be reasonably requested by the Company or the managing
\nunderwriter or underwriters to accommodate regulatory restrictions on (i) the
\npublication or other distribution of research reports and (ii) analyst
\nrecommendations and opinions, including, but not limited to, the restrictions
\ncontained in the FINRA rules or any successor provisions or amendments thereto)
\nafter the date of the underwriting agreement entered into in connection with
\nsuch Company Public Sale, to the extent timely notified in writing by the
\nCompany or the managing underwriter or underwriters; provided<\/u>, that no
\nShareholder shall be subject to any such black-out period of longer duration
\nthan that applicable to any Sponsor or any other Shareholder. If requested by
\nthe managing underwriter or underwriters of any such Public Company Sale (and,
\nwith respect to any such Company Public Sale other than the IPO, if and only if
\nboth Sponsors agree to such request), the Shareholders shall execute a separate
\nagreement to the foregoing effect. The Company may impose stop-transfer
\ninstructions with respect to the Shares (or other securities) subject to the
\nforegoing restriction until the end of the period referenced above.<\/p>\n
\n
\nor 2.02 of the Registration Rights Agreement that is a Marketed Underwritten
\nOffering (as defined in the Registration Rights Agreement), the Company and each
\nof the Shareholders agree, if requested by a Participating Sponsor (as defined
\nin the Registration Rights Agreement) or the managing underwriter or
\nunderwriters with respect to such Marketed Underwritten Offering, not to (1)
\noffer for sale, sell, pledge, or otherwise dispose of (or enter into any
\ntransaction or device that is designed to, or could be expected to, result in
\nthe disposition by any person at any time in the future of) any Shares
\n(including Shares that may be deemed to be beneficially owned by the undersigned
\nin accordance with the rules and regulations of the SEC and Shares that may be
\nissued upon exercise of any options or warrants) or securities convertible into
\nor exercisable or exchangeable for Shares, (2) enter into any swap or other
\nderivatives transaction that transfers to another, in whole or in part, any of
\nthe economic benefits or risks of ownership of Shares, whether any such
\ntransaction described in clause (1) or (2) above is to be settled by delivery of
\nShares or other securities, in cash or otherwise, (3) make any demand for or
\nexercise any right or cause to be filed a Registration Statement (as defined in
\nthe Registration Rights Agreement), including any amendments thereto, with
\nrespect to the registration of any Shares or securities convertible into or
\nexercisable or exchangeable for Shares or any other securities of the Company or
\n(4) publicly disclose the intention to do any of the foregoing, in each case,
\nduring the period beginning 7 days before, and ending 90 days (or such lesser
\nperiod as may be agreed by a Participating Sponsor or, if applicable, the
\nmanaging underwriter or underwriters) (or such other period as may be reasonably
\nrequested by a Participating Sponsor or the managing underwriter or underwriters
\nto accommodate regulatory restrictions on (i) the publication or other
\ndistribution of research reports and (ii) analyst recommendations and opinions,
\nincluding, but not limited to, the restrictions contained in the FINRA rules or
\nany successor provisions or amendments thereto) after, the date of the
\nunderwriting agreement entered into in connection with such Marketed
\nUnderwritten Offering, to the extent timely notified in writing by a
\nParticipating Sponsor or the managing underwriter or underwriters, as the case
\nmay be; provided<\/u> that no Shareholder shall be subject to any such
\nblack-out period of longer duration than that applicable to any Sponsor or any
\nother Shareholder. Notwithstanding the foregoing, the Company may effect a
\npublic sale or distribution of securities of the type described above and during
\nthe periods described above if such sale or distribution is made pursuant to
\nregistrations on Form S-4 or S-8 or any successor form to such Forms or as part
\nof any registration of securities for offering and sale to employees, directors
\nor consultants of the Company and its Subsidiaries pursuant to any employee
\nstock plan or other employee benefit plan arrangement. If requested by the
\nmanaging underwriter or underwriters of any such Marketed Underwritten Offering,
\nthe Shareholders shall execute a separate agreement to the foregoing effect. The
\nCompany may impose stop-transfer instructions with respect to the Shares (or
\nother securities) subject to the foregoing restriction until the end of the
\nperiod referenced above.<\/p>\n
\n
\nLIMITATION OF, THE PROXY GRANTED UNDER SECTION 4.04(C), EACH OTHER SHAREHOLDER
\nHEREBY GRANTS TO EACH OF THE SPONSORS SUCH OTHER SHAREHOLDER153S PROXY, AND
\nAPPOINTS EACH OF THE SPONSORS, OR ANY DESIGNEE OR NOMINEE OF THE SPONSORS, AS
\nSUCH OTHER SHAREHOLDER153S ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND
\nRESUBSTITITION), FOR AND IN ITS NAME, PLACE AND STEAD, TO VOTE OR ACT BY WRITTEN
\nCONSENT WITH RESPECT TO THE GRANTED EQUITY SECURITIES (WHETHER OR NOT VESTED) OR
\nANY OTHER EQUITY SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES NOW OR
\nHEREAFTER HELD BY SUCH OTHER SHAREHOLDER (OR ANY TRANSFEREE THEREOF) (INCLUDING
\nTHE RIGHT TO SIGN HIS, HER OR ITS NAME TO ANY CONSENT, CERTIFICATE OR OTHER
\nDOCUMENT RELATING TO THE COMPANY THAT DELAWARE LAW MAY REQUIRE) IN CONNECTION
\nWITH ANY AND ALL MATTERS, INCLUDING MATTERS SET FORTH HEREIN AS TO WHICH ANY
\nVOTE OR ACTIONS MAY BE REQUESTED OR REQUIRED WITH EACH SPONSOR HAVING THE
\nABILITY TO ACT IN SUCH CAPACITY WITHOUT THE OTHER SPONSOR. THIS PROXY IS COUPLED
\nWITH AN INTEREST AND SHALL BE IRREVOCABLE, AND EACH SUCH OTHER INVESTOR WILL
\nTAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE REASONABLY
\nNECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND, EXCEPT WITH RESPECT TO ANY
\nOTHER PROXY GIVEN BY THE OTHER SHAREHOLDER TO THE COMPANY OR THE SPONSORS,
\nHEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH OTHER SHAREHOLDER WITH
\nRESPECT TO SUCH OTHER SHAREHOLDER153S EQUITY SECURITIES OF THE COMPANY OR ANY OF
\nITS SUBSIDIAIRES. IN THE EVENT THAT THE PROXY GRANTED IN THIS SECTION 5.23
\n(GRANT OF IRREVOCABLE PROXY) IS INCONSISTENT WITH THE TERMS OF ANY OTHER PROXY
\nGRANTED BY AN OTHER SHAREHOLDER TO THE SPONSORS OR ANY OTHER PERSON, INCLUDING
\nPURSUANT TO ANY EMPLOYEE EQUITY ARRANGEMENT, THEN THE TERMS OF THE PROXY GRANTED
\nIN THIS SECTION 5.23 (GRANT OF IRREVOCABLE PROXY) SHALL GOVERN. IN THE EVENT
\nTHAT ANY OR ALL PROVISION OF THIS SECTION 5.23 (GRANT OF IRREVOCABLE PROXY) ARE
\nDETERMINED TO BE UNENFORCEABLE, EACH OTHER SHAREHOLDER WILL ENTER INTO A PROXY
\nTHAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRESERVES THE INTENT
\nAND PROVIDES THE SPONSORS SUBSTANTIALLY THE SAME BENEFITS OF THIS SECTION 5.23
\n(GRANT OF IRREVOCABLE PROXY). FOLLOWING THE CONSUMMATION OF AN IPO, THIS PROXY
\nSHALL NOT APPLY TO EXCLUDED SHAREHOLDERS.<\/p>\n
\nexcept as otherwise provided herein, all of the provisions of this Agreement
\nshall apply to all securities of the Company now held (including any Granted
\nEquity Securities and any securities issued upon the exercise, conversion or
\nexchange of any warrants, options or other rights to acquire equity securities
\nof the Company or debt securities that are convertible into equity securities of
\nthe Company) or which may be issued or Transferred hereafter to a Shareholder in
\nconsequence of any additional issuance, purchase, Transfer, exchange or
\nreclassification of any of such securities, corporate reorganization, or any
\nother form of recapitalization, consolidation, acquisition, stock split or stock
\ndividend, or which are acquired by a Shareholder in any other manner.<\/p>\n
\n
\nnumbers of Shares in this Agreement shall be appropriately adjusted to reflect
\nany stock dividend, split, combination or other recapitalization or similar
\ntransaction affecting the Shares occurring after the date of this Agreement.\n<\/p>\n
\nrequires a consent in writing, the Person obligated to deliver such consent may
\ndo so by electronic transmission; provided, that to the extent applicable, such
\nelectronic transmission shall comply with Section 232 of the Delaware General
\nCorporation Law.<\/p>\n
\nShareholder and its controlled Affiliates shall be aggregated together for the
\npurpose of determining the availability of any rights under and application of
\nany limitations under this Agreement, and such Shareholder and its controlled
\nAffiliates may apportion such rights as among themselves in any manner they deem
\nappropriate.<\/p>\n
\npursuant to this Agreement, such consent, approval or action shall be deemed
\ngiven if the holders of a majority of the outstanding Shares held by Silver Lake
\nat such time provide such consent, approval or action in writing at such time.\n<\/p>\n
\ntime pursuant to this Agreement, such consent, approval or action shall be
\ndeemed given if the holders of a majority of the outstanding Shares held by
\nWarburg Pincus at such time provide such consent, approval or action in writing
\nat such time.<\/p>\n
\nrequired at any time pursuant to this Agreement, such consent, approval or
\naction shall be deemed given if the holders of a majority of the outstanding
\nShares held by the Employee Shareholders at such time provide such consent,
\napproval or action in writing at such time.<\/p>\n
\nacknowledge and agree that the Sponsors or Affiliates thereof will receive
\ncertain on-going fees relating to their management of the Company, Holdings, IDC
\nand their respective Subsidiaries and upon consummation of the Merger and
\ncertain exit transactions and expense reimbursement and other rights under the
\nManagement Agreement. The Sponsors and their Affiliates will not consent to any
\namendment to the Management Agreement that increases the fees payable thereunder
\nto the Sponsors or their Affiliates, unless Initial Co-Invest Shareholders that,
\nat such time, have made aggregate capital contributions to Igloo Co-Invest, LLC
\nand any Additional Co-Invest Vehicles equal to a majority of the aggregate
\ncapital contributions previously made, at such time, by all Initial Co-Invest
\nShareholders to Igloo Co-Invest, LLC and any Additional Co-Invest Vehicles
\nconsent to such amendment. The Sponsors agree that they shall not consent to any
\namendment, modification or waiver of this Section 5.29 unless, at such time, the
\nrequisite consent of the Non-Managing Members (as defined under the Co-Invest
\nLLC Agreement) under the Co-Invest LLC Agreement for amendments, modifications
\nor waivers of Section 11.19 of the Co-Invest LLC Agreement is received.<\/p>\n
\n
\nhereby acknowledge and agree that (i) the Company may enter into side letters or
\nsimilar written agreements with any Covered Person (“Other Agreements<\/u>“)
\nthat modify the terms of this Agreement and any other agreements specified in
\nsuch Other Agreements and that are controlling with respect to the parties to
\neach such Other Agreement and (ii) the Company will not enter into such Other
\nAgreements unless the Company complies with the terms of this Section 5.30. With
\nrespect to any Other Agreement entered into by the Company that has the effect
\nof establishing material rights for the benefit of such Covered Persons that are
\nnot provided for the benefit of other similarly situated Covered Persons (or,
\nfor purposes of this Section 5.30, such Covered Persons153 Permitted Transferees),
\nthe Company shall disclose the terms establishing such material rights to any
\nCovered Person not a party thereto promptly following the execution of any such
\nOther Agreements, and each such other similarly situated Covered Person shall,
\nupon written request to the Company made not later than thirty (30) days
\nfollowing receipt of the terms of such Other Agreements (which written request
\nthe Managing Member shall cause Igloo Co-Invest, LLC to deliver to the Company),
\nreceive the benefit of substantially similar rights to the material rights of
\nsuch Other Agreements to the extent such rights are applicable to such Covered
\nPerson; provided<\/u>, however<\/u>, that the foregoing requirement to so
\ndisclose and the right to request such material rights shall not apply (a) for
\nthe benefit of any Covered Person that (together with its Affiliates) has made
\ncapital contributions to Igloo Co-Invest, LLC or direct or indirect investments
\nin the Company, IDC or any of their respective Subsidiaries in an aggregate
\namount that is less than $100 million, to the extent relating to any Other
\nAgreements entered into with any Covered Person that has made capital
\ncontributions to Igloo Co-Invest, LLC or direct or indirect investments in the
\nCompany, IDC or any of their respective Subsidiaries in an aggregate amount that
\nis equal to or greater than $100 million; (b) with respect to any rights or
\nbenefits provided to a Covered Person in connection with the acquisition,
\ndirectly or indirectly, of Shares or any other equity securities of the Company
\nby such Covered Person after the Closing Date other than in a Permitted
\nSyndication Sale; or (c) with respect to any provision in any Other Agreement
\nproviding for (i) the disclosure of any information relating to the Company,
\nIgloo Co-Invest, LLC or any of their respective Subsidiaries that is otherwise
\nsubject to a confidentiality obligation, (ii) any waiver, consent or approval to
\nbe provided by the Company, Igloo Co-Invest, LLC (or its managing member) or the
\nSponsors, (iii) any rights or benefits resulting from provisions in such Covered
\nPerson153s organizational structure or organizational documents or investment
\npolicies that are required by law, statute or regulatory scheme or that were in
\neffect prior to the Closing Date, (iv) any rights or benefits relating to the
\ntax status or tax treatment of a Covered Person, (v) any rights or benefits that
\nrelate to regulatory matters applicable to such Covered Person, (vi) any rights
\nor benefits that are required to be given to such Covered Person under
\napplicable law or pursuant to any valid and effective subpoena, writ, decree or
\norder issued by a court or governmental body of competent jurisdiction or other
\ncompetent authority and (vii) any rights or benefits relating to governing law
\nmatters, venue or similar dispute related provisions. The Sponsors agree that
\nthey shall not consent to any amendment, modification or waiver of this Section
\n5.30 unless, at such time, the requisite consent of the Non-Managing Members (as
\ndefined under the Co-Invest LLC Agreement) under the Co-Invest LLC Agreement for
\namendments, modifications or waivers of Section 11.20 of the Co-Invest LLC
\nAgreement is received.<\/p>\n
\n\n\n
\n <\/td>\n \n<\/td>\n <\/td>\n \n
\nand Sponsor Group “Y” holds 450 million Shares, (ii) subsequently, Sponsor Group
\n“X” and Sponsor Group “Y” each simultaneously Transfer 100 million Shares
\n(resulting in Sponsor Group “X” holding 400 million Shares and Sponsor Group “Y”
\nholding 350 million Shares) and (iii) subsequently, Sponsor Group “Y” Transfers
\n70 million Shares (resulting in it holding 280 million Shares), then Sponsor
\nGroup “Y” will continue to be entitled to designate three (3) directors despite
\nholding fewer than 300 million Shares, because Sponsor Group “Y” will hold in
\nexcess of 60%1<\/sup> of the number of Shares held by Sponsor Group “X” at
\nsuch time.2<\/sup><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n
\n <\/td>\n \n<\/td>\n <\/td>\n \n
\nit holding 290 million Shares), then, absent clause (y), Sponsor Group “X” would
\nlose one of its Board designation rights. However, this clause (y) provides
\nthat, because Sponsor Group “Y” did not suffer a reduction in its Board
\ndesignation rights when its ownership was reduced to fewer than 300 million
\nShares, Sponsor Group “X” (i.e., the Sponsor Group holding more Shares than the
\nother Sponsor Group) will also not suffer such reduction in its Board
\ndesignation rights when its ownership is reduced to fewer than 300 million
\nShares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n
\n \n \n
\nassumed to be 60% (300 million Shares \/ 500 million Shares).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n
\n \n \n
\n(held by Sponsor Group “X”) equals 70%.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7878],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9629,9633],"class_list":["post-43926","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interactive-data-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43926","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43926"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43926"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43926"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43926"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}