Adjustments to Composition Clause Samples
The "Adjustments to Composition" clause allows for changes to the makeup or structure of a product, service, or team as specified in the agreement. In practice, this clause outlines the process by which parties can propose and implement modifications, such as substituting materials, altering personnel, or updating deliverables, often subject to mutual consent or predefined criteria. Its core function is to provide flexibility, ensuring that the agreement can adapt to unforeseen circumstances or evolving requirements without breaching the contract.
Adjustments to Composition. Notwithstanding anything to the contrary in Section 2(d), in the event that Popular’s or its applicable Complete Rights Transferee’s Proportionate Percentage exceeds Apollo’s or its applicable Complete Rights Transferee’s Proportionate Percentage by 10% or more (the “Board Percentage Trigger”), then:
(i) from and after the date on which the Board Percentage Trigger is first met (the “First Board Trigger Date”), (A) the 25% Apollo Board Right shall cease to represent the right to nominate five Directors and shall thereafter represent the right to nominate four Directors and Apollo, or its Complete Rights Transferee, shall cause one Director nominated by Apollo, or its Complete Rights Transferee, or any of its respective Affiliates pursuant to such 25% Apollo Board Right to resign effective immediately; provided that, for the avoidance of doubt, if Apollo, or its Complete Rights Transferee, or any of its respective Affiliates has made an Assignment in Part of its 5% Board Right or 10% Board Right prior to the First Board Trigger Date, the Director removed from the Board pursuant to this Section 2(e)(i) shall be determined as set forth in the Adoption Agreement executed and delivered to each of the parties to this Agreement by the Partial Rights Transferee and acknowledged and agreed to by Apollo, or its Complete Rights Transferee, and (B) the 25% Popular Board Right shall cease to represent the right to nominate three Directors and shall thereafter represent the right to nominate four Directors and Popular, or its Complete Rights Transferee, shall have the right to immediately designate such additional Director and have such Director elected to the Board as soon after the First Board Trigger Date as possible;
(ii) on the earlier of the second anniversary of (x) the First Board Trigger Date and (y) the date of an Initial Public Offering, if prior to such Initial Public Offering the Board Percentage Trigger is met (the earlier of (x) and (y), the “Second Board Trigger Date”), (A) the 25% Apollo Board Right shall cease to represent the right to nominate four Directors and shall thereafter represent the right to nominate three Directors, and Apollo, or its Complete Rights Transferee, shall cause one Director nominated by Apollo, or its Complete Rights Transferee, or any of its respective Affiliates pursuant to such 25% Apollo Board Right to resign effective immediately; provided that, for the avoidance of doubt, if Apollo, or its Complete Rights Transferee, or a...