Appointment and Term of Directors; Vacancies. (i) The Board of Directors shall consist of up to five (5) directors, or such other number of members as may be agreed by a Supermajority of the Board of Directors and shall initially consist of three (3) directors. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), the Named Executive Officers shall have the right to appoint up to three (3) members of the Board of Directors (each, a “Named Executive Director,” and, collectively, the “Named Executive Directors”), and the VoteCo Sponsor Member shall have the right to appoint up to two (2) members of the Board of Directors (each, a “Sponsor Director,” and, collectively, the “Sponsor Directors”). The Named Executive Officers shall initially appoint Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx as Named Executive Directors and the VoteCo Sponsor Member shall initially appoint Xxxxxx X. Xxxxxxx, Xx. as a Sponsor Director. Any member of the Board of Directors may resign at any time upon written notice to the Company; provided, however, that, subject to applicable law, for so long as Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx serve as a Chief Executive Officer and/or President of Station, the Named Executive Officers shall appoint Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx to serve as Named Executive Directors. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. The Named Executive Officers shall have the sole right to remove the Named Executive Directors and the VoteCo Sponsor Member shall have the sole right to remove the Sponsor Directors; provided that, the VoteCo Sponsor Member shall remove a Sponsor Director, and the Named Executive Officers shall remove a Named Executive Director, if there is Cause to remove such Sponsor Director or Named Executive Director. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), should any individual designated or elected as a member of the Board of Directors be unwilling or unable to serve, or otherwise cease to serve (including by means of removal), a Named Executive Director vacancy shall be filled by the Named Executive Members and a Sponsor Director vacancy shall be filled by the VoteCo Sponsor Member. (ii) Upon the death or Disability of both of the Named Executive Officers, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than fifty percent (50%) of the total Class A Units and Class B Units issued by FCP and Class A Units and Class B Units issued by Xxxxxxxx Partners (collectively, the “Xxxxxxxx Units”) to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; (B) if such Named Executive Members continue to own, in the aggregate, fifty percent (50%) or less but greater than twenty-five percent (25%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint one (1) member of the Board of Directors, the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors and one (1) member of the Board of Directors shall be appointed as mutually agreed by such Named Executive Designees and the VoteCo Sponsor Member; (C) if such Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Designees and the VoteCo Sponsor Member, and the VoteCo Sponsor Member shall be entitled to appoint four (4) members of the Board of Directors; and (D) if such Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall not have the right to appoint any members to the Board of Directors and all members of the Board of Directors shall be appointed by the VoteCo Sponsor Member; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(ii)(B) or 2.1(a)(ii)(C), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors; provided, further, that the Named Executive Designees may only appoint those individuals set forth on Schedule III as their designee(s) to the Board of Directors or such other individual(s) reasonably acceptable to the VoteCo Sponsor Member; provided, further, that the Named Executive Directors appointed pursuant to Section 2.1(a)(ii)(A) shall be required to make timely decisions and shall not be permitted to abstain from any decision that requires the approval of a Supermajority of the Board of Directors. (iii) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station and as Chief Executive Officer and/or President of Station, the Board of Directors shall be appointed as follows: if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors will be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors will be deemed to be Sponsor Directors; provided that if the members of the Board of Directors are being appointed pursuant to this Section 2.1(a)(iii) and the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors. (iv) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station but neither Named Executive Officer is serving as the Chief Executive Officer and/or the President of Station, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than twenty-five percent (25%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; (B) if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, the VoteCo Sponsor Member shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers and the Named Executive Designees and the VoteCo Sponsor Member; and (C) if the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall have the right to appoint three (3) members of the Board of Directors; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(iv)(B), 2.1(a)(iv)(C) or 2.1(a)(iv)(D), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors. (v) In the event that the members of the Board of Directors are not being appointed pursuant to Section 2.1(a)(ii) and neither Named Executive Officer is serving as (i) the Chief Executive Officer and/or President of Station nor (ii) as a member of the Board of Directors of Station, then the VoteCo Sponsor Member shall have the right to appoint all of the members of the Board of Directors and no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
Appears in 1 contract
Appointment and Term of Directors; Vacancies. (i) The Board of Directors shall initially consist of up five directors and may consist of one to five (5) directors, or nine directors as such other number of members as may directors shall be agreed set from time to time by a Supermajority of the Board of Directors. The Board of Directors and shall initially consist of three (3) Xxxxxx Xxxxxxxxx, Xxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx Xxxx and Xxxxxxx Xxxxxxx. Directors shall be elected by a plurality of the votes of Common Units present in person or represented by proxy at the meeting of Members and entitled to vote on the election of directors. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), the Named Executive Officers shall have the right to appoint up to three (3) The members of the Board of Directors (eachmay designate a director to act as the Chairman of the Board who shall, a “Named Executive Director,” andamong other things, collectively, the “Named Executive Directors”), and the VoteCo Sponsor Member shall have the right to appoint up to two (2) members preside over meetings of the Board of Directors (each, a “Sponsor Director,” and, collectively, Directors. Each director shall hold office from the “Sponsor Directors”)time of his or her election or appointment until his or her resignation or removal. The Named Executive Officers shall initially appoint Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx as Named Executive Directors and A Majority-in-Interest of the VoteCo Sponsor Member shall initially appoint Xxxxxx X. Xxxxxxx, Xx. as a Sponsor DirectorMembers may at any time with or without cause remove any director upon written notice to the Company. Any member of the Board of Directors director may resign at any time upon written notice to the Company; provided, however, that, subject to applicable law, for so long as Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx serve as a Chief Executive Officer and/or President of Station, the Named Executive Officers shall appoint Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx to serve as Named Executive Directors. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. The Named Executive Officers shall have the sole right to remove the Named Executive Directors and the VoteCo Sponsor Member shall have the sole right to remove the Sponsor Directors; provided that, the VoteCo Sponsor Member shall remove a Sponsor Director, and the Named Executive Officers shall remove a Named Executive Director, if there is Cause to remove such Sponsor Director or Named Executive Director. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), should any individual designated or elected as a member of the Board of Directors be unwilling or unable to serve, or otherwise cease to serve (including by means of removal), a Named Executive Director vacancy shall be filled by the Named Executive Members and a Sponsor Director vacancy shall be filled by the VoteCo Sponsor Member.
(ii) Upon the death or Disability of both of the Named Executive Officers, Vacancies on the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than fifty percent (50%) filled by a majority of the total Class A Units and Class B Units issued by FCP and Class A Units and Class B Units issued by Xxxxxxxx Partners (collectively, the “Xxxxxxxx Units”) to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; (B) if such Named Executive Members continue to own, in the aggregate, fifty percent (50%) or less but greater than twenty-five percent (25%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint one (1) member of the Board of Directors, the VoteCo Sponsor Member shall be entitled to appoint three (3) remaining members of the Board of Directors and one (1) member even if such members do not constitute a quorum of the Board of Directors. All appointments of directors to serve on the Board of Directors shall be appointed as mutually agreed subject to applicable Gaming Laws and Section 13.10(b) herein. If any such Person is found unsuitable by a Gaming Authority he or she shall automatically be removed from such Named Executive Designees and the VoteCo Sponsor Member; (C) if such Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Designees and the VoteCo Sponsor Member, and the VoteCo Sponsor Member shall be entitled to appoint four (4) members of the Board of Directors; and (D) if such Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall not have the right to appoint any members to the Board of Directors and all members of the Board of Directors shall be appointed by the VoteCo Sponsor Member; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(ii)(B) or 2.1(a)(ii)(C), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors; provided, further, that the Named Executive Designees may only appoint those individuals set forth on Schedule III as their designee(s) to the Board of Directors or such other individual(s) reasonably acceptable to the VoteCo Sponsor Member; provided, further, that the Named Executive Directors appointed pursuant to Section 2.1(a)(ii)(A) shall be required to make timely decisions and shall not be permitted to abstain from any decision that requires the approval of a Supermajority of the Board of Directorsposition.
(iii) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station and as Chief Executive Officer and/or President of Station, the Board of Directors shall be appointed as follows: if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors will be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors will be deemed to be Sponsor Directors; provided that if the members of the Board of Directors are being appointed pursuant to this Section 2.1(a)(iii) and the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
(iv) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station but neither Named Executive Officer is serving as the Chief Executive Officer and/or the President of Station, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than twenty-five percent (25%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; (B) if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, the VoteCo Sponsor Member shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers and the Named Executive Designees and the VoteCo Sponsor Member; and (C) if the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall have the right to appoint three (3) members of the Board of Directors; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(iv)(B), 2.1(a)(iv)(C) or 2.1(a)(iv)(D), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
(v) In the event that the members of the Board of Directors are not being appointed pursuant to Section 2.1(a)(ii) and neither Named Executive Officer is serving as (i) the Chief Executive Officer and/or President of Station nor (ii) as a member of the Board of Directors of Station, then the VoteCo Sponsor Member shall have the right to appoint all of the members of the Board of Directors and no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
Appears in 1 contract
Appointment and Term of Directors; Vacancies. (i) The Board of Directors shall consist of up to five (5) directors, or such other number of members as may be agreed by a Supermajority of the Board of Directors and shall initially consist of three (3) directors. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), the Named Executive Officers shall have the right to appoint up to three (3) members of the Board of Directors (each, a “Named Executive Director,” and, collectively, the “Named Executive Directors”), and the VoteCo Sponsor Member shall have the right to appoint up to two (2) members of the Board of Directors (each, a “Sponsor Director,” and, collectively, the “Sponsor Directors”). The Named Executive Officers shall initially appoint Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx as Named Executive Directors and the VoteCo Sponsor Member shall initially appoint Xxxxxx X. Xxxxxxx, Xx. as a Sponsor Director. Any member of the Board of Directors may resign at any time upon written notice to the CompanyStation; provided, however, that, subject to applicable law, for so long as Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx serve as a Chief Executive Officer and/or President of Station, the Named Executive Officers shall appoint Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx to serve as Named Executive Directors. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. The Named Executive Officers shall have the sole right to remove the Named Executive Directors and the VoteCo Sponsor Member shall have the sole right to remove the Sponsor Directors; provided that, the VoteCo Sponsor Member shall remove a Sponsor Director, and the Named Executive Officers shall remove a Named Executive Director, if there is Cause to remove such Sponsor Director or Named Executive Director. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), should any individual designated or elected as a member of the Board of Directors be unwilling or unable to serve, or otherwise cease to serve (including by means of removal), a Named Executive Director vacancy shall be filled by the Named Executive Members and a Sponsor Director vacancy shall be filled by the VoteCo Sponsor Member.
(ii) Upon the death or Disability of both of the Named Executive Officers, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than fifty percent (50%) of the total Class A Units and Class B Units issued by FCP and Class A Units and Class B Units issued by Xxxxxxxx Partners (collectively, the “Xxxxxxxx Units”) to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; (B) if such Named Executive Members continue to own, in the aggregate, fifty percent (50%) or less but greater than twenty-five percent (25%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint one (1) member of the Board of Directors, the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors and one (1) member of the Board of Directors shall be appointed as mutually agreed by such Named Executive Designees and the VoteCo Sponsor Member; (C) if such Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Designees and the VoteCo Sponsor Member, and the VoteCo Sponsor Member shall be entitled to appoint four (4) members of the Board of Directors; and (D) if such Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall not have the right to appoint any members to the Board of Directors and all members of the Board of Directors shall be appointed by the VoteCo Sponsor Member; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(ii)(B) or 2.1(a)(ii)(C), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors; provided, further, that the Named Executive Designees may only appoint those individuals set forth on Schedule III listed in the Side Letter Agreement as their designee(s) to the Board of Directors Directors, and shall make such appointments in the manner set forth in the Side Letter Agreement, or such other individual(s) reasonably acceptable to the VoteCo Sponsor Member; provided, further, that the Named Executive Directors appointed pursuant to Section 2.1(a)(ii)(A) shall be required to make timely decisions and shall not be permitted to abstain from any decision that requires the approval of a Supermajority of the Board of Directors.
(iii) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station and as Chief Executive Officer and/or President of Station, the Board of Directors shall be appointed as follows: if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors will be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors will be deemed to be Sponsor Directors; provided that if the members of the Board of Directors are being appointed pursuant to this Section 2.1(a)(iii) and the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
(iv) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station but neither Named Executive Officer is serving as the Chief Executive Officer and/or the President of Station, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than twenty-five percent (25%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; (B) if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, the VoteCo Sponsor Member shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers and the Named Executive Designees and the VoteCo Sponsor Member; and (C) if the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall have the right to appoint three (3) members of the Board of Directors; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(iv)(B), 2.1(a)(iv)(C) or 2.1(a)(iv)(D), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
(v) In the event that the members of the Board of Directors are not being appointed pursuant to Section 2.1(a)(ii) and neither Named Executive Officer is serving as (i) the Chief Executive Officer and/or President of Station nor (ii) as a member of the Board of Directors of Station, then the VoteCo Sponsor Member shall have the right to appoint all of the members of the Board of Directors and no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
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Appointment and Term of Directors; Vacancies. (i) The Board of Directors shall consist of up to five six (56) directors, or such other number of members as may be agreed by a Supermajority of the Board of Directors and shall initially consist of three (3) directorsDirectors. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), the Named Executive Officers shall have the right to appoint up to three (3) members of the Board of Directors (each, a “Named Executive Director,” and, collectively, the “Named Executive Directors”), and the VoteCo Sponsor Member shall have the right to appoint up to two (2) members of the Board of Directors (each, a “Sponsor Director,” and, collectively, the “Sponsor Directors”). The , and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers shall initially appoint Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx as Named Executive Directors and the VoteCo Sponsor Member shall initially appoint Xxxxxx X. Xxxxxxx, Xx. as a Sponsor (the “Independent Director”). Any member of the Board of Directors may resign at any time upon written notice to the CompanyStation; provided, however, that, subject to applicable law, for so long as Xxxxx Fxxxx X. Xxxxxxxx III and Xxxxxxx Lxxxxxx X. Xxxxxxxx serve as a Chief Executive Officer and/or President of Station, the Named Executive Officers shall appoint Xxxxx Fxxxx X. Xxxxxxxx III and Xxxxxxx Lxxxxxx X. Xxxxxxxx to serve as Named Executive Directors. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. The Named Executive Officers shall have the sole right to remove the Named Executive Directors and Directors, the VoteCo Sponsor Member shall have the sole right to remove the Sponsor Directors, and the Independent Director shall be removed as mutually agreed by the Named Executive Officers and the VoteCo Sponsor Member; provided that, the VoteCo Sponsor Member shall remove a Sponsor Director, and the Named Executive Officers shall remove a Named Executive Director, and the Named Executive Officers and VoteCo Sponsor Member shall mutually remove the Independent Director, if there is Cause to remove such Sponsor Director, Named Executive Director or Named Executive Independent Director. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), should any individual designated or elected as a member of the Board of Directors be unwilling or unable to serve, or otherwise cease to serve (including by means of removal), a Named Executive Director vacancy shall be filled by the Named Executive Members and Members, a Sponsor Director vacancy shall be filled by the VoteCo Sponsor Member, and an Independent Director vacancy shall be filled in accordance with the provisions of subsections (ii), (iii) and (iv) below.
(ii) Upon the death or Disability of both of the Named Executive Officers, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than fifty percent (50%) of the total Class A Units and Class B Units issued by FCP Parent and Class A Units and Class B Units issued by Xxxxxxxx Fxxxxxxx Partners (collectively, the “Xxxxxxxx Fxxxxxxx Units”) to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Designees and the VoteCo Sponsor Member, which director shall be deemed to be the Independent Director; (B) if such Named Executive Members continue to own, in the aggregate, fifty percent (50%) or less but greater than twenty-five percent (25%) of the total number of Xxxxxxxx Fxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint one (1) member of the Board of Directors, which director shall be deemed to be a Named Executive Director, the VoteCo Sponsor Member shall be entitled to appoint three four (34) members of the Board of Directors Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by such the Named Executive Designees and the VoteCo Sponsor Member, which director shall be deemed to be the Independent Director; (C) if such Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Xxxxxxxx Fxxxxxxx Units issued to the Named Executive Members on the date hereof, one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Designees and the VoteCo Sponsor Member, which director shall be deemed to be the Independent Director, and the VoteCo Sponsor Member shall be entitled to appoint four five (45) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; and (D) if such Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Fxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall not have the right to appoint any members to the Board of Directors and all six (6) members of the Board of Directors shall be appointed by the VoteCo Sponsor Member, which directors shall be deemed to be Sponsor Directors; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(ii)(B) or 2.1(a)(ii)(C), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors; provided, further, that the Named Executive Designees may only appoint those individuals set forth on Schedule III listed in the Side Letter Agreement as their designee(s) to the Board of Directors Directors, and shall make such appointments in the manner set forth in the Side Letter Agreement, or such other individual(s) reasonably acceptable to the VoteCo Sponsor Member; provided, further, that the Named Executive Directors appointed pursuant to Section 2.1(a)(ii)(A) shall be required to make timely decisions and shall not be permitted to abstain from any decision that requires the approval of a Supermajority of the Board of Directors.
(iii) In the event at least one Named Executive Officer continues to serve as a member of the board Board of directors Directors of Station and as Chief Executive Officer and/or President of Station, the Board of Directors shall be appointed as follows: if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less of the total number of Xxxxxxxx Fxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors will shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors will shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers, the Named Executive Designees and the VoteCo Sponsor Member, which director shall be deemed to be the Independent Director; provided that if the members of the Board of Directors are being appointed pursuant to this Section 2.1(a)(iii) and the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Fxxxxxxx Units issued to the Named Executive Members on the date hereof, then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
(iv) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station but neither Named Executive Officer is serving as the Chief Executive Officer and/or the President of Station, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than twenty-five percent (25%) of the total number of Xxxxxxxx Fxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, the VoteCo Sponsor Member shall be entitled to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers, the Named Executive Designees and the VoteCo Sponsor Member, which director shall be deemed to be the Independent Director; (B) if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Fxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be a Named Executive Directors and Directors, the VoteCo Sponsor Member shall be entitled have the right to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers, the Named Executive Designees and the VoteCo Sponsor Member, which director shall be deemed to be the Independent Director; and (BC) if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Xxxxxxxx Fxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be a Named Executive Directors, the VoteCo Sponsor Member shall have the right to appoint two three (23) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers and Officers, the Named Executive Designees and the VoteCo Sponsor Member; and (C) if the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Xxxxxxxx Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors director shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall have the right to appoint three (3) members of the Board of DirectorsIndependent Director; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(iv)(B), 2.1(a)(iv)(C) or 2.1(a)(iv)(D2.1(a)(iv)(C), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
(v) In the event that the members of the Board of Directors are not being appointed pursuant to Section 2.1(a)(ii) and neither Named Executive Officer is serving as (i) the Chief Executive Officer and/or President of Station nor (ii) as a member of the Board of Directors of Station, then one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers, the Named Executive Designees and the VoteCo Sponsor Member, which director shall be deemed to be the Independent Director, and the VoteCo Sponsor Member shall have the right be entitled to appoint all of the five (5) members of the Board of Directors Directors, which directors shall be deemed to be Sponsor Directors, and no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.
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