Common use of Appointed Governors Clause in Contracts

Appointed Governors. Any Member who, together with such Member’s Affiliates, holds nine percent (9%) or more of the Units outstanding shall be entitled to appoint one Governor (each, an “Appointed Governor”) to the Board for every 9% of Units held, up to the right to appoint a maximum of four Governors by any Member who, together with such Member’s Affiliates, holds thirty-six percent (36%) or more of the Units outstanding but less than a majority of the Units outstanding. No Member who, together with such Member’s Affiliates, holds forty-five percent (45%) or more of the Units outstanding but less than a majority of the Units outstanding shall be entitled to appoint a majority of the Governors to the Board, notwithstanding the fact that such Member together with such Member’s Affiliates owns forty-five percent (45%) or more but less than a majority of the Units outstanding. Any Member who, together with such Member’s Affiliates, holds a majority of the Units outstanding shall be entitled to appoint a majority of the Governors (five (5) Governors) to the Board of Governors. In determining the appointment rights of Members and their Affiliates under this Section 5.3(a)(iv), Members and their Affiliates shall be counted only once, and the right of appointment accrues only on whole blocks of 9%, subject to the foregoing limitations. For example, a Member who, together with such Member’s Affiliates, holds 17% of the Units outstanding would be entitled to appoint only one Governor. A Member and such Member’s Affiliates shall agree among themselves on how the appointment rights provided in this Section 5.3(a)(iv) shall be exercised, and shall notify the Board of such agreement. If any Member has the right to appoint more than one Governor under this Section 5.3(a)(iv), the voting power of all Governors such Member has the right to appoint may be exercised by any one or more such Appointed Governors, as further described in Section 5.3(i) below. An Appointed Governor shall serve indefinitely at the pleasure of the Member appointing him or her (so long as such Member and its Affiliates continue to hold a sufficient number of Units to maintain the applicable appointment right) until a successor is appointed, or until the earlier death, resignation or removal of the Appointed Governor. An Appointed Governor may be removed for any reason by the Member appointing him or her, upon written notice to an officer of the Board, which notice may designate and appoint a successor Governor to fill the vacancy, and which notice may be given at a meeting of the Board attended by the person appointed to fill the vacancy.

Appointed Governors. Any Member who, together with such Member’s Affiliates, holds nine percent owns two million (9%2,000,000) or more of the Units outstanding at Financial Closing shall be entitled to appoint one Governor (each, an “Appointed Governor”) to the Board for every 9% whole block of 2,000,000 Units held, up to the right to appoint a maximum of four Governors . Units acquired by any Member who, together with such or the Member’s Affiliates, holds thirty-six percent (36%) or more affiliate during the Seed Capital Round are excluded and may not be counted for purposes of determining whether the Units outstanding but less than a majority of the Units outstanding. No Member who, together with such Member’s Affiliates, holds forty-five percent (45%) or more of the Units outstanding but less than a majority of the Units outstanding shall be entitled to appoint a majority of the Governors to the Board, notwithstanding the fact that such Member together with and such Member’s Affiliates owns forty-five percent (45%) or more but less than a majority of the Units outstanding. Any Member who, together with such Member’s Affiliates, holds a majority of the Units outstanding shall be are entitled to appoint one or more Governors under this Section. This appointment right is only granted based upon ownership as of Financial Closing. A Member cannot subsequent to Financial Closing acquire Units to amass Units to obtain an appointment right. Further, if a majority of Member who was entitled to an appointment right or rights ceases to hold a 2,000,000 Unit block, such Member will lose the Governors (five (5) Governors) to appointment right associated with the Board of Governorsblock. In determining the appointment rights of Members and their Affiliates under this Section 5.3(a)(iv), Members and their Affiliates shall be counted only once, and the right of appointment accrues only on whole blocks of 9%, subject to the foregoing limitations2,000,000 Units. For example, a Member who, together with such Member’s Affiliates, holds 17% of the 3,000,000 Units outstanding would be entitled to appoint only one Governor, whereas a Member who together with such Member’s Affiliates holds 4,000,000 Units would be entitled to appoint two Governors. Any Member who is entitled to appoint more than one Governor may choose to appoint only one person to the Board as Governor and cumulate his or her voting power as more particularly described below in this Section 5.3(a)(iv). A Member and such Member’s Affiliates shall agree among themselves on how the appointment rights provided in this Section 5.3(a)(iv) shall be exercised, and shall notify the Board of such agreement. If any Member has the right to appoint more than one Governor under this Section 5.3(a)(iv), the voting power of all Governors such Member has the right to appoint may be exercised by any one or more such Appointed Governors, as further described in Section 5.3(i) below, and the number of Governors required by Section 5.3(a)(ii) shall correspond to such voting power (for example, one Appointed Governor who has the voting power of two Governors would count as two for purposes of the Board size). An Appointed Governor shall serve indefinitely at the pleasure of the Member appointing him or her (so long as such Member and its Affiliates continue to hold a sufficient number of Units to maintain the applicable appointment right) until a successor is appointed, or until the earlier death, resignation or removal of the Appointed Governor. An Appointed Governor may be removed for any reason by the Member appointing him or her, upon written notice to an officer of the Board, which notice may designate and appoint a successor Governor to fill the vacancy, and which notice may be given at a meeting of the Board attended by the person appointed to fill the vacancy.