Common use of Appointment of Directors by TRIP’s Shareholders Clause in Contracts

Appointment of Directors by TRIP’s Shareholders. (a) As long as TRIP’s Shareholders hold, together, at least twenty percent (20%) of the Bound Common Shares, TRIP’s Shareholders shall have the prerogative to: (i) appoint three (3) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. (b) If TRIP’s Shareholders hold, together, at least ten percent (10%) of the Bound Common Shares, but less than twenty percent (20%), TRIP’s Shareholders shall have the prerogative to: (i) appoint two (2) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. (c) If TRIP’s Shareholders hold, together, at least five percent (5%) of the Bound Common Shares, but less than ten percent (10%), TRIP’s Shareholders shall have the prerogative to: (i) appoint one (1) member of the Board of Directors of the Company and its respective alternate; (ii) appoint any successors of the member appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. 4.2.1 The persons appointed by TRIP’s Shareholders to hold office on the Board of Directors of the Company, pursuant to the terms of Section 4.2 above, will not necessarily need, as a condition of their office, to qualify as Independent Directors. 4.2.2 Neeleman may remove the members of the Board of Directors appointed by TRIP’s Shareholders, if, after being nominated, these directors present a conflict of interest with the Company and upon notice submitted by Neeleman to TRIP’s Shareholders. TRIP’s Shareholders shall upon the receipt of such notification, appoint a new director. Nevertheless, Neeleman shall not exercise this prerogative while the three directors appointed by TRIP’s Shareholders are Xx. Xxxxx Xxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxx Xxxxx Xxxxxxxx dos Xxxxxx.

Appears in 2 contracts

Samples: Investment Agreement (Azul Sa), Shareholders Agreement (Azul Sa)

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Appointment of Directors by TRIP’s Shareholders. (a) As long as TRIP’s Shareholders hold, together, at least 20% (twenty percent (20%percent) of the Bound Common Shares, TRIP’s Shareholders shall have the prerogative to: (i) appoint three 3 (3three) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. (b) If TRIP’s Shareholders hold, together, hold together at least 10% (ten percent (10%percent) of the Bound Common Shares, but less than 20% (twenty percent (20%percent), TRIP’s Shareholders shall have the prerogative to: (i) appoint two 2 (2two) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. (c) If TRIP’s Shareholders hold, together, hold together at least 5% (five percent (5%percent) of the Bound Common Shares, but less than 10% (ten percent (10%percent), TRIP’s Shareholders shall have the prerogative to: (i) appoint one (1) member of the Board of Directors of the Company and its respective alternate; (ii) appoint any successors of the member appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. 4.2.1 4.2.1. The persons appointed by TRIP’s Shareholders to hold office on the Board of Directors of the Company, pursuant to the terms of Section 4.2 above, will not necessarily need, as a condition of their office, to qualify as Independent Directors. 4.2.2 Neeleman may remove the members of the Board of Directors appointed by TRIP’s Shareholders, if, after being nominated, these directors present a conflict of interest with the Company and upon notice submitted by Neeleman to TRIP’s Shareholders. TRIP’s Shareholders shall upon the receipt of such notification, appoint a new director. Nevertheless, Neeleman shall not exercise this prerogative while the three directors appointed by TRIP’s Shareholders are Xx. Xxxxx Xxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxx Xxxxx Xxxxxxxx dos Xxxxxx.

Appears in 2 contracts

Samples: Shareholders Agreement (Azul Sa), Shareholders Agreement (Azul Sa)

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Appointment of Directors by TRIP’s Shareholders. (a) As long as TRIP’s Shareholders hold, together, at least 20% (twenty percent (20%percent) of the Bound Common Shares, TRIP’s Shareholders shall have the prerogative to: (i) appoint three 3 (3three) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. (b) If TRIP’s Shareholders hold, together, hold together at least 10% (ten percent (10%percent) of the Bound Common Shares, but less than 20% (twenty percent (20%percent), TRIP’s Shareholders shall have the prerogative to: (i) appoint two 2 (2two) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. (c) If TRIP’s Shareholders hold, together, hold together at least 5% (five percent (5%percent) of the Bound Common Shares, but less than 10% (ten percent (10%percent), TRIP’s Shareholders shall have the prerogative to: (i) appoint one (1) member of the Board of Directors of the Company and its respective alternate; (ii) appoint any successors of the member appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. 4.2.1 The persons appointed by TRIP’s Shareholders to hold office on the Board of Directors of the Company, pursuant to the terms of Section 4.2 above, will not necessarily need, as a condition of their office, to qualify as Independent Directors. 4.2.2 Neeleman may remove the members of the Board of Directors appointed by TRIP’s Shareholders, if, after being nominated, these directors present a conflict of interest with the Company and upon notice submitted by Neeleman to TRIP’s Shareholders. TRIP’s Shareholders shall upon the receipt of such notification, appoint a new director. Nevertheless, Neeleman shall not exercise this prerogative while the three directors appointed by TRIP’s Shareholders are Xx. Xxxxx Xxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxx Xxxxx Xxxxxxxx dos Xxxxxx.

Appears in 1 contract

Samples: Investment Agreement (Azul Sa)

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