Common use of Board Designation Rights and Composition; Proxies Clause in Contracts

Board Designation Rights and Composition; Proxies. (i) The Class A-2 Preferred Members shall, by vote of a Majority of the Class A-2 Preferred, have the exclusive right to designate, appoint, remove and replace all Directors (including any Director vacancies created by virtue of an increase in the size of the Board of Directors pursuant to Section 6.02) other than the Security Director, the SoftBank Director (if applicable), and the Common Director (the “A-2 Preferred Directors”); provided, that if there are no Class A-2 Preferred Shares outstanding, the A-2 Preferred Directors will be appointed by a Majority of the Class C Common, (ii) the Members holding Common Shares, Class F Preferred Shares, and Class G Preferred Shares shall, by vote of a Majority of the Common Shares, have the exclusive right to designate, appoint, remove and replace one (1) Director (the “Common Director”), (iii) the Security Director shall be designated, appointed, removed, and replaced in accordance with the terms set forth in the NSA and in Section 6.03(e) and (iv) following the receipt of SoftBank CFIUS Approval and subject to Section 6.05 and the requirements set forth in the NSA, SoftBank shall have the exclusive right (exercisable by written notification to the Company and the GM Investor), for so long as SoftBank owns the SoftBank Floor Amount, to designate, appoint, remove and replace one (1) Director (the “SoftBank Director”). The initial A-2 Preferred Directors are such five (5) natural Persons as were notified in writing to the Company and SoftBank by GM and the initial Common Director is such one (1) natural Person as was notified in writing to the Company and SoftBank by GM. Subject to Section 6.03(e), if at any time any Director ceases to serve on the Board of Directors (whether due to resignation, removal or otherwise), the Member(s) entitled to designate and appoint such Director pursuant to this Section 6.03 shall designate and appoint a replacement for such Director by written notice to the Board of Directors (it being further understood and agreed that the failure by any party to designate and appoint a representative to fill a vacant Director position pursuant to this Section 6.03(a) shall not give rights to, or otherwise entitle, the Board of Directors or any other Member (other than the Member(s) entitled to designate and appoint such Director pursuant to this Section 6.03(a), including the penultimate sentence hereof) to fill such vacant position without the prior written consent of the Member(s) originally entitled to designate and appoint such Director pursuant to this Section 6.03(a)). Except as otherwise expressly stated herein, only the Member(s) entitled to designate and appoint a specific Director may remove such Director, at any time and from time to time, with or without cause (subject to applicable law), in such Member(s) sole discretion, and such Member(s) shall give written notice of such removal to the Board of Directors. Notwithstanding the foregoing, upon such time as SoftBank owns less than the SoftBank Floor Amount, the SoftBank Director shall be immediately and automatically removed, and the right of SoftBank to designate, appoint, remove and replace a Director shall be null and void and, for clarity, Class A-2 Preferred Members shall, by vote of a Majority of the Class A-2 Preferred (or a Majority of the Class C Common, if no Class A-2 Preferred Shares are outstanding), have the exclusive right to fill such vacant Director position (and, thereafter, designate, appoint, remove and replace such Director). Except as otherwise expressly stated herein, this Section 6.03 is the exclusive means by which Directors may be removed or replaced. (b) The GM Investor may elect any one (1) of the Directors to be the Chairman of the Board of Directors (the “Chairman”). The Chairman, if any, may be removed from his or her position as Chairman at any time by the GM Investor. The Chairman, in his or her capacity as the Chairman, shall not have any of the rights or powers of an Officer. The Chairman shall preside at all meetings of the Board of Directors and at all meetings of the Members at which he or she shall be present. The Chairman may be the chief executive officer, or have another officer position, at GM (or any of its Affiliates) or the Company (or any of its Subsidiaries). (c) To the extent permitted by law, each Member shall vote all voting securities of the Company over which such Member has voting control, and shall take all other necessary or desirable actions within such Member’s control (whether in such Member’s capacity as a Member, Director, member of a board committee or Officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including calling special Board of Directors or member meetings), so that the provisions of this Section 6.03 are promptly complied with and that the composition of the Board of Directors is consistent with the terms and conditions of this Section 6.03. (d) Any A-2 Preferred Director or Common Director may authorize any other Director to act for such Director by proxy on any matter brought before the Board of Directors for a vote, which proxy may be granted orally or in writing by the applicable Director. Any such proxy shall be revocable at the pleasure of the Director granting it, provided that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation. (i) In accordance with the NSA, solely with respect to any vacancy for the Security Director position, the Board of Directors shall nominate a candidate for the Security Director position and the Company shall seek the consent of both SoftBank and GM concerning such candidate. Any candidate so nominated by the Board of Directors shall satisfy the requirements set forth in the NSA, unless exempted or otherwise approved by the CFIUS Monitoring Agency. Subject to the prior consent of both SoftBank and GM concerning such candidate, the Company shall notify the CFIUS Monitoring Agency concerning such candidate in accordance with the NSA, and shall seek any exemptions or other approvals to the extent such candidate fails to meet all of the requirements set forth in the NSA. Without prejudice to any other rights set forth in the NSA, subject to the approval by the CFIUS Monitoring Agency or the deemed approval by the CFIUS Monitoring Agency for failing to object within the deadline set forth in the NSA, concerning such candidate, and only after following the nomination process set forth above, the GM Investor shall be entitled to designate and appoint such candidate as the Security Director by written notice to the Board of Directors. (ii) In accordance with the NSA, solely with respect to the removal of the Security Director, the Majority of the Members or the Board of Directors (including the Directors employed by Cruise) shall each be entitled to remove the Security Director, at any time and from time to time, with or without cause (subject to applicable law), in their respective sole discretion, and, in the case of the Majority of the Members, the GM Investor shall give written notice of such removal to the Board of Directors.

Board Designation Rights and Composition; Proxies. (i) The Class A-2 Preferred Members shall, by vote of a Majority of the Class A-2 Preferred, have the exclusive right to designate, appoint, remove and replace all Directors (including any Director vacancies created by virtue of an increase in the size of the Board of Directors pursuant to Section 6.02) other than the Security Director, the SoftBank Director (if applicable), ) and the Common Director (the “A-2 Preferred Directors”); provided, that if there are no Class A-2 Preferred Shares outstanding, the A-2 Preferred Directors will be appointed by a Majority of the Class C Common, (ii) the Members holding Common Shares, Shares and Class F Preferred Shares, and Class G Preferred Shares shall, by vote of a Majority of the Common Shares, have the exclusive right to designate, appoint, remove and replace one (1) Director (the “Common Director”), and (iii) the Security Director shall be designated, appointed, removed, and replaced in accordance with the terms set forth in the NSA and in Section 6.03(e) and (iv) following the receipt of SoftBank CFIUS Approval and subject to Section 6.05 and the requirements set forth in the NSA6.05, SoftBank shall have the exclusive right (exercisable by written notification to the Company and the GM Investor), for so long as SoftBank owns the SoftBank Floor Amount, to designate, appoint, remove and replace one (1) Director (the “SoftBank Director”). The initial A-2 Preferred Directors are such five (5) natural Persons as were notified in writing to the Company and SoftBank by GM and the initial Common Director is such one (1) natural Person as was notified in writing to the Company and SoftBank by GM. Subject to Section 6.03(e), if If at any time any Director ceases to serve on the Board of Directors (whether due to resignation, removal or otherwise), the Member(s) entitled to designate and appoint such Director pursuant to this Section 6.03 shall designate and appoint a replacement for such Director by written notice to the Board of Directors (it being further understood and agreed that the failure by any party to designate and appoint a representative to fill a vacant Director position pursuant to this Section 6.03(a) shall not give rights to, or otherwise entitle, the Board of Directors or any other Member (other than the Member(s) entitled to designate and appoint such Director pursuant to this Section 6.03(a), including the penultimate sentence hereof) to fill such vacant position without the prior written consent of the Member(s) originally entitled to designate and appoint such Director pursuant to this Section 6.03(a)). Except as otherwise expressly stated herein, only the Member(s) entitled to designate and appoint a specific Director may remove such Director, at any time and from time to time, with or without cause (subject to applicable law), in such Member(s) sole discretion, and such Member(s) shall give written notice of such removal to the Board of Directors. Notwithstanding the foregoing, upon such time as SoftBank owns less than the SoftBank Floor Amount, the SoftBank Director shall be immediately and automatically removed, and the right of SoftBank to designate, appoint, remove and replace a Director shall be null and void and, for clarity, Class A-2 Preferred Members shall, by vote of a Majority of the Class A-2 Preferred (or a Majority of the Class C Common, if no Class A-2 Preferred Shares are outstanding), have the exclusive right to fill such vacant Director position (and, thereafter, designate, appoint, remove and replace such Director). Except as otherwise expressly stated herein, this Section 6.03 is the exclusive means by which Directors may be removed or replaced. (b) The GM Investor may elect any one (1) of the Directors to be the Chairman of the Board of Directors (the “Chairman”). The Chairman, if any, may be removed from his or her position as Chairman at any time by the GM Investor. The Chairman, in his or her capacity as the Chairman, shall not have any of the rights or powers of an Officer. The Chairman shall preside at all meetings of the Board of Directors and at all meetings of the Members at which he or she shall be present. The Chairman may be the chief executive officer, or have another officer position, at GM (or any of its Affiliates) or the Company (or any of its Subsidiaries). (c) To the extent permitted by law, each Member shall vote all voting securities of the Company over which such Member has voting control, and shall take all other necessary or desirable actions within such Member’s control (whether in such Member’s capacity as a Member, Director, member of a board committee or Officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including calling special Board of Directors or member meetings), so that the provisions of this Section 6.03 are promptly complied with and that the composition of the Board of Directors is consistent with the terms and conditions of this Section 6.03. (d) Any A-2 Preferred Director or Common Director may authorize any other Director to act for such Director by proxy on any matter brought before the Board of Directors for a vote, which proxy may be granted orally or in writing by the applicable Director. Any such proxy shall be revocable at the pleasure of the Director granting it, provided that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation. (i) In accordance with the NSA, solely with respect to any vacancy for the Security Director position, the Board of Directors shall nominate a candidate for the Security Director position and the Company shall seek the consent of both SoftBank and GM concerning such candidate. Any candidate so nominated by the Board of Directors shall satisfy the requirements set forth in the NSA, unless exempted or otherwise approved by the CFIUS Monitoring Agency. Subject to the prior consent of both SoftBank and GM concerning such candidate, the Company shall notify the CFIUS Monitoring Agency concerning such candidate in accordance with the NSA, and shall seek any exemptions or other approvals to the extent such candidate fails to meet all of the requirements set forth in the NSA. Without prejudice to any other rights set forth in the NSA, subject to the approval by the CFIUS Monitoring Agency or the deemed approval by the CFIUS Monitoring Agency for failing to object within the deadline set forth in the NSA, concerning such candidate, and only after following the nomination process set forth above, the GM Investor shall be entitled to designate and appoint such candidate as the Security Director by written notice to the Board of Directors. (ii) In accordance with the NSA, solely with respect to the removal of the Security Director, the Majority of the Members or the Board of Directors (including the Directors employed by Cruise) shall each be entitled to remove the Security Director, at any time and from time to time, with or without cause (subject to applicable law), in their respective sole discretion, and, in the case of the Majority of the Members, the GM Investor shall give written notice of such removal to the Board of Directors.

Board Designation Rights and Composition; Proxies. (i) The Class A-2 Preferred Members shall, by vote of a Majority of the Class A-2 Preferred, have the exclusive right to designate, appoint, remove and replace all Directors (including any Director vacancies created by virtue of an increase in the size of the Board of Directors pursuant to Section 6.02) other than the Security Director, the SoftBank Director (if applicable), ) and the Common Director (the “A-2 Preferred Directors”); provided, that if there are no Class A-2 Preferred Shares outstanding, the A-2 Preferred Directors will be appointed by a Majority of the Class C Common, (ii) the Members holding Common Shares, Class F Preferred Shares, and Class G Preferred Shares shall, by vote of a Majority of the Common Shares, have the exclusive right to designate, appoint, remove and replace one (1) Director (the “Common Director”), and (iii) the Security Director shall be designated, appointed, removed, and replaced in accordance with the terms set forth in the NSA and in Section 6.03(e) and (iv) following the receipt of SoftBank CFIUS Approval and subject to Section 6.05 and the requirements set forth in the NSA6.05, SoftBank shall have the exclusive right (exercisable by written notification to the Company and the GM Investor), for so long as SoftBank owns the SoftBank Floor Amount, to designate, appoint, remove and replace one (1) Director (the “SoftBank Director”). The initial A-2 Preferred Directors are such five (5) natural Persons as were notified in writing to the Company and SoftBank by GM and the initial Common Director is such one (1) natural Person as was notified in writing to the Company and SoftBank by GM. Subject to Section 6.03(e), if If at any time any Director ceases to serve on the Board of Directors (whether due to resignation, removal or otherwise), the Member(s) entitled to designate and appoint such Director pursuant to this Section 6.03 shall designate and appoint a replacement for such Director by written notice to the Board of Directors (it being further understood and agreed that the failure by any party to designate and appoint a representative to fill a vacant Director position pursuant to this Section 6.03(a) shall not give rights to, or otherwise entitle, the Board of Directors or any other Member (other than the Member(s) entitled to designate and appoint such Director pursuant to this Section 6.03(a), including the penultimate sentence hereof) to fill such vacant position without the prior written consent of the Member(s) originally entitled to designate and appoint such Director pursuant to this Section 6.03(a)). Except as otherwise expressly stated herein, only the Member(s) entitled to designate and appoint a specific Director may remove such Director, at any time and from time to time, with or without cause (subject to applicable law), in such Member(s) sole discretion, and such Member(s) shall give written notice of such removal to the Board of Directors. Notwithstanding the foregoing, upon such time as SoftBank owns less than the SoftBank Floor Amount, the SoftBank Director shall be immediately and automatically removed, and the right of SoftBank to designate, appoint, remove and replace a Director shall be null and void and, for clarity, Class A-2 Preferred Members shall, by vote of a Majority of the Class A-2 Preferred (or a Majority of the Class C Common, if no Class A-2 Preferred Shares are outstanding), have the exclusive right to fill such vacant Director position (and, thereafter, designate, appoint, remove and replace such Director). Except as otherwise expressly stated herein, this Section 6.03 is the exclusive means by which Directors may be removed or replaced. (b) The GM Investor may elect any one (1) of the Directors to be the Chairman of the Board of Directors (the “Chairman”). The Chairman, if any, may be removed from his or her position as Chairman at any time by the GM Investor. The Chairman, in his or her capacity as the Chairman, shall not have any of the rights or powers of an Officer. The Chairman shall preside at all meetings of the Board of Directors and at all meetings of the Members at which he or she shall be present. The Chairman may be the chief executive officer, or have another officer position, at GM (or any of its Affiliates) or the Company (or any of its Subsidiaries). (c) To the extent permitted by law, each Member shall vote all voting securities of the Company over which such Member has voting control, and shall take all other necessary or desirable actions within such Member’s control (whether in such Member’s capacity as a Member, Director, member of a board committee or Officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including calling special Board of Directors or member meetings), so that the provisions of this Section 6.03 are promptly complied with and that the composition of the Board of Directors is consistent with the terms and conditions of this Section 6.03. (d) Any A-2 Preferred Director or Common Director may authorize any other Director to act for such Director by proxy on any matter brought before the Board of Directors for a vote, which proxy may be granted orally or in writing by the applicable Director. Any such proxy shall be revocable at the pleasure of the Director granting it, provided that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation. (i) In accordance with the NSA, solely with respect to any vacancy for the Security Director position, the Board of Directors shall nominate a candidate for the Security Director position and the Company shall seek the consent of both SoftBank and GM concerning such candidate. Any candidate so nominated by the Board of Directors shall satisfy the requirements set forth in the NSA, unless exempted or otherwise approved by the CFIUS Monitoring Agency. Subject to the prior consent of both SoftBank and GM concerning such candidate, the Company shall notify the CFIUS Monitoring Agency concerning such candidate in accordance with the NSA, and shall seek any exemptions or other approvals to the extent such candidate fails to meet all of the requirements set forth in the NSA. Without prejudice to any other rights set forth in the NSA, subject to the approval by the CFIUS Monitoring Agency or the deemed approval by the CFIUS Monitoring Agency for failing to object within the deadline set forth in the NSA, concerning such candidate, and only after following the nomination process set forth above, the GM Investor shall be entitled to designate and appoint such candidate as the Security Director by written notice to the Board of Directors. (ii) In accordance with the NSA, solely with respect to the removal of the Security Director, the Majority of the Members or the Board of Directors (including the Directors employed by Cruise) shall each be entitled to remove the Security Director, at any time and from time to time, with or without cause (subject to applicable law), in their respective sole discretion, and, in the case of the Majority of the Members, the GM Investor shall give written notice of such removal to the Board of Directors.

Board Designation Rights and Composition; Proxies. (i) The Class A-2 Preferred Members shall, by vote of a Majority of the Class A-2 Preferred, have the exclusive right to designate, appoint, remove and replace all Directors (including any Director vacancies created by virtue of an increase in the size of the Board of Directors pursuant to Section 6.02) other than the Security Director, the SoftBank Director (if applicable), and the Common Director (the “A-2 Preferred Directors”); provided, that if there are no Class A-2 Preferred Shares outstanding, the A-2 Preferred Directors will be appointed by a Majority of the Class C Common, (ii) the Members holding Common Shares, Shares and Class F Preferred Shares, and Class G Preferred Shares shall, by vote of a Majority of the Common Shares, have the exclusive right to designate, appoint, remove and replace one (1) Director (the “Common Director”), (iii) the Security Director shall be designated, appointed, removed, and replaced in accordance with the terms set forth in the NSA and in Section 6.03(e) and (iv) following the receipt of SoftBank CFIUS Approval and subject to Section 6.05 and the requirements set forth in the NSA, SoftBank shall have the exclusive right (exercisable by written notification to the Company and the GM Investor), for so long as SoftBank owns the SoftBank Floor Amount, to designate, appoint, remove and replace one (1) Director (the “SoftBank Director”). The initial A-2 Preferred Directors are such five (5) natural Persons as were notified in writing to the Company and SoftBank by GM and the initial Common Director is such one (1) natural Person as was notified in writing to the Company and SoftBank by GM. Subject to Section 6.03(e), if at any time any Director ceases to serve on the Board of Directors (whether due to resignation, removal or otherwise), the Member(s) entitled to designate and appoint such Director pursuant to this Section 6.03 shall designate and appoint a replacement for such Director by written notice to the Board of Directors (it being further understood and agreed that the failure by any party to designate and appoint a representative to fill a vacant Director position pursuant to this Section 6.03(a) shall not give rights to, or otherwise entitle, the Board of Directors or any other Member (other than the Member(s) entitled to designate and appoint such Director pursuant to this Section 6.03(a), including the penultimate sentence hereof) to fill such vacant position without the prior written consent of the Member(s) originally entitled to designate and appoint such Director pursuant to this Section 6.03(a)). Except as otherwise expressly stated herein, only the Member(s) entitled to designate and appoint a specific Director may remove such Director, at any time and from time to time, with or without cause (subject to applicable law), in such Member(s) sole discretion, and such Member(s) shall give written notice of such removal to the Board of Directors. Notwithstanding the foregoing, upon such time as SoftBank owns less than the SoftBank Floor Amount, the SoftBank Director shall be immediately and automatically removed, and the right of SoftBank to designate, appoint, remove and replace a Director shall be null and void and, for clarity, Class A-2 Preferred Members shall, by vote of a Majority of the Class A-2 Preferred (or a Majority of the Class C Common, if no Class A-2 Preferred Shares are outstanding), have the exclusive right to fill such vacant Director position (and, thereafter, designate, appoint, remove and replace such Director). Except as otherwise expressly stated herein, this Section 6.03 is the exclusive means by which Directors may be removed or replaced. (b) The GM Investor may elect any one (1) of the Directors to be the Chairman of the Board of Directors (the “Chairman”). The Chairman, if any, may be removed from his or her position as Chairman at any time by the GM Investor. The Chairman, in his or her capacity as the Chairman, shall not have any of the rights or powers of an Officer. The Chairman shall preside at all meetings of the Board of Directors and at all meetings of the Members at which he or she shall be present. The Chairman may be the chief executive officer, or have another officer position, at GM (or any of its Affiliates) or the Company (or any of its Subsidiaries). (c) To the extent permitted by law, each Member shall vote all voting securities of the Company over which such Member has voting control, and shall take all other necessary or desirable actions within such Member’s control (whether in such Member’s capacity as a Member, Director, member of a board committee or Officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including calling special Board of Directors or member meetings), so that the provisions of this Section 6.03 are promptly complied with and that the composition of the Board of Directors is consistent with the terms and conditions of this Section 6.03. (d) Any A-2 Preferred Director or Common Director may authorize any other Director to act for such Director by proxy on any matter brought before the Board of Directors for a vote, which proxy may be granted orally or in writing by the applicable Director. Any such proxy shall be revocable at the pleasure of the Director granting it, provided that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation. (i) In accordance with the NSA, solely with respect to any vacancy for the Security Director position, the Board of Directors shall nominate a candidate for the Security Director position and the Company shall seek the consent of both SoftBank and GM concerning such candidate. Any candidate so nominated by the Board of Directors shall satisfy the requirements set forth in the NSA, unless exempted or otherwise approved by the CFIUS Monitoring Agency. Subject to the prior consent of both SoftBank and GM concerning such candidate, the Company shall notify the CFIUS Monitoring Agency concerning such candidate in accordance with the NSA, and shall seek any exemptions or other approvals to the extent such candidate fails to meet all of the requirements set forth in the NSA. Without prejudice to any other rights set forth in the NSA, subject to the approval by the CFIUS Monitoring Agency or the deemed approval by the CFIUS Monitoring Agency for failing to object within the deadline set forth in the NSA, concerning such candidate, and only after following the nomination process set forth above, the GM Investor shall be entitled to designate and appoint such candidate as the Security Director by written notice to the Board of Directors. (ii) In accordance with the NSA, solely with respect to the removal of the Security Director, the Majority of the Members or the Board of Directors (including the Directors employed by Cruise) shall each be entitled to remove the Security Director, at any time and from time to time, with or without cause (subject to applicable law), in their respective sole discretion, and, in the case of the Majority of the Members, the GM Investor shall give written notice of such removal to the Board of Directors.