Additional Director Rights Clause Samples

Additional Director Rights. (i) For so long as the Fortress Investor Group satisfies the Preferred Stock Director Ownership Threshold, in the event of a Cessation Event, the Company shall give the Fortress Investor prompt written notice of such event. The Company will have thirty (30) days from the date of such notice to prepare a business continuity plan setting forth the proposed structure and membership of the investment management team under which the Company would continue its operations (the "Plan"), which Plan shall be submitted, at or prior to the expiration of such thirty (30) day period, for the approval of the Fortress Investor (which approval will not be unreasonably withheld, conditioned or delayed). (ii) Subject to applicable law and compliance with the rules of The New York Stock Exchange and the Insurance Regulatory Authorities (including the requirement that the individuals appointed as the Additional Preferred Directors not be found at any time or from time to time to be "untrustworthy" by the Insurance Regulatory Authorities), upon the occurrence of a Director Addition Event, and for so long as the Fortress Investor Group owns (a) 75% of the Common Stock issued to the Fortress Investor Group upon the conversion of the Initial Preferred Share Amount, after excluding from the numerator and denominator of such calculation any shares of Common Stock sold in Tag-Along Sales, (b) 50% of the Common Stock issued to the Fortress Investor Group upon the conversion of the Initial Preferred Share Amount, (c) no Preferred Shares, (d) no indebtedness of the Company (other than any indebtedness acquired by the Fortress Investor Group or any of its Affiliates prior to the Original Issue Date and indebtedness purchased from the Company), and (e) no other Preferred Stock (other than any Preferred Stock purchased from the Company) (the "Additional Preferred Directors Ownership Threshold"), the Fortress Investor will be entitled to elect a number of Additional Preferred Directors to the Board that, when added to the sum of (a) the number of Independent Directors then serving on the Board and (b) without duplication, the number of directors then serving on the Board that are (i) a Purchaser Director or (ii) a Specified Default Director, equals the number of directors then serving on the Board that are or during the previous two years were, employees of the Company, any of its Subsidiaries, any Harbinger Affiliate or any Portfolio Company of any Harbinger Affiliate. (iii) In furtherance...