Common use of Board Designation Clause in Contracts

Board Designation. (a) From and after the date hereof, (i) for so long as Holdings, together with its Permitted Transferees, beneficially owns at least 15% of the outstanding shares of Common Stock (the “15% Condition”), Holdings shall have the right to require the Company to nominate, and use its best efforts to have elected to the Board at any annual or special meeting of the Company’s stockholders, two individuals designated by Holdings and who satisfy the director qualification criteria set forth in the charter of the Nominating and Corporate Governance Committee of the Company (each, a “Holdings Board Member”), (ii) for so long as Holdings, together with its Permitted Transferees, beneficially owns at least 5% but less than 15% of the outstanding shares of Common Stock (the “5% Condition”), Holdings shall have the right to require the Company to nominate, and use its best efforts to have elected to the Board at any annual or special meeting of the Company’s stockholders, one Holdings Board Member. The initial Holdings Board Members shall be Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx. If neither the 15% Condition nor the 5% Condition is satisfied, Holdings shall not have the right to designate a Holdings Board Member to the Board. Upon being appointed as a Holdings Board Member, such Holdings Board Member shall execute a resignation letter, tendering his or her resignation from the Board, effective upon the 15% Condition or the 5% Condition, as applicable, no longer being satisfied; provided, that if Holdings no longer has the right to designate a Holdings Board Member because the 15% Condition is no longer satisfied, Holdings shall be entitled to designate which Holdings Board Member shall resign. (b) If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board with respect to a Holdings Board Member, (i) Holdings may designate another individual who satisfies the director qualification criteria set forth in the charter of the Nominating and Corporate Governance Committee of the Company (the “Replacement Nominee”) to fill such vacancy and serve as a Holdings Board Member and (ii) the Company will cause the Board to promptly appoint the Replacement Nominee to the Board.

Board Designation. (a) From and after the date hereof, (i) for so long as Holdings, together with its Permitted Transferees, beneficially owns at least 15% of the outstanding shares of Common Stock (the “15% Condition”), Holdings shall have the right to require the Company to nominate, and use its best efforts to have elected to the Board at any annual or special meeting of the Company’s stockholders, two individuals designated by Holdings and who satisfy the director qualification criteria set forth in the charter of the Nominating and Corporate Governance Committee of the Company (each, a “Holdings Board Member”), (ii) for so long as Holdings, together with its Permitted Transferees, beneficially owns at least 5% but less than 15% of the outstanding shares of Common Stock (the “5% Condition”), Holdings shall have the right to require the Company to nominate, and use its best efforts to have elected to the Board at any annual or special meeting of the Company’s stockholders, one Holdings Board Member. The initial Holdings Board Members shall be Xxxx Gxxx Xxxxxxx and Xxxxxxx Sxxxxxx Xxxxxxxxx. If neither the 15% Condition nor the 5% Condition is satisfied, Holdings shall not have the right to designate a Holdings Board Member to the Board. Upon being appointed as a Holdings Board Member, such Holdings Board Member shall execute a resignation letter, tendering his or her resignation from the Board, effective upon the 15% Condition or the 5% Condition, as applicable, no longer being satisfied; provided, that if Holdings no longer has the right to designate a Holdings Board Member because the 15% Condition is no longer satisfied, Holdings shall be entitled to designate which Holdings Board Member shall resign. (b) If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board with respect to a Holdings Board Member, (i) Holdings may designate another individual who satisfies the director qualification criteria set forth in the charter of the Nominating and Corporate Governance Committee of the Company (the “Replacement Nominee”) to fill such vacancy and serve as a Holdings Board Member and (ii) the Company will cause the Board to promptly appoint the Replacement Nominee to the Board.

Board Designation. (a) From and after the date hereof, (i) for so long as HoldingsThe Company hereby agrees that the Purchasers may, together with its Permitted Transferees, beneficially owns at least 15% upon written notice to the Company by the Purchasers holding a majority of the then-outstanding shares of Common Preferred Stock (the “15% ConditionMajority Purchasers”) (which notice shall indicate the number of securities each Purchaser then owns in the Company), Holdings elect to cause, and the Company shall cause, its Board of Directors promptly to appoint two (2) individuals selected by such Purchasers (each, a “Designated Director” and together, the “Designated Directors”) to the Board of Directors, and to nominate for election at each meeting of the stockholders of the Company at which members of the Board of Directors (or members of the applicable class of the Board of Directors, as the case may be) are elected and included within the slate of directors contained in the Company’s proxy statement, provided that such Designated Directors are reasonably acceptable to the nominating committee (or equivalent committee or the full Board of Directors, as applicable) of the Board of Directors and to the management of the Company. The Company shall create vacancies on the Board of Directors, if needed, to cause the Designated Directors to be appointed or elected, as the case may be, to the Board of Directors pursuant to this Section 10. (ii) The Company shall have the right to require the Company to nominate, and use its best efforts to have elected to block a Designated Director from serving on the Board of Directors or require that such Designated Director resign from the Board of Directors, if such Designated Director holds, or is nominated to hold, a management position or board seat at any annual or special a company that the Board of Directors reasonably and in good faith determines directly competes with the Company. (iii) In the event the Designated Director is nominated for election at a meeting of the Company’s stockholders, two individuals designated by Holdings and who satisfy the director qualification criteria set forth in the charter of the Nominating and Corporate Governance Committee stockholders of the Company (eachbut is not elected by the stockholders, a “Holdings Board Member”), (ii) for so long as Holdings, together with its Permitted Transferees, beneficially owns at least 5% but less than 15% of the outstanding shares of Common Stock (the “5% Condition”), Holdings shall have the right to require the Company to nominate, and use its best efforts to have elected to the Board at any annual or special meeting of the Company’s stockholders, one Holdings Board Member. The initial Holdings Board Members obligations pursuant to this Section 10 shall be Xxxx Xxxxxxx terminate and Xxxxxxx Xxxxxxxxx. If neither the 15% Condition nor Company shall have no further obligations under this Section 10. (iv) During the 5% Condition is satisfied, Holdings shall not time that the Purchasers have the a right to designate directors pursuant to this Section 10, in the event a Holdings Board Member to vacancy is created by the Board. Upon being appointed as a Holdings Board Member, such Holdings Board Member shall execute a resignation letter, tendering his or her resignation from the Board, effective upon the 15% Condition or the 5% Condition, as applicable, no longer being satisfied; provided, that if Holdings no longer has the right to designate a Holdings Board Member because the 15% Condition is no longer satisfied, Holdings shall be entitled to designate which Holdings Board Member shall resign. (b) If, as a result of death, disability, retirement, resignationresignation or removal of a Designated Director (other than pursuant to 10(c)), removal the Majority Purchasers may upon written notice to the Company (with or without causewhich notice shall indicate the number of securities each Purchaser then owns in the Company) or otherwise, there appoint a new Designated Director to fill the resulting vacancy and the Company shall exist or occur any vacancy on cause such person to be promptly appointed to the Board with respect to a Holdings Board Memberof Directors, (i) Holdings may designate another individual who satisfies the director qualification criteria set forth in the charter and nominated for election at each meeting of the Nominating and Corporate Governance Committee stockholders of the Company at which members of the Board of Directors are elected and included within the slate of directors contained in the Company’s proxy statement, provided that such Designated Director is reasonably acceptable to the nominating committee (or equivalent committee or the full Board of Directors, as applicable) of the Board of Directors and to the management of the Company. (v) Notwithstanding the foregoing, the rights of the Majority Purchasers to designate directors shall at all times be subject to applicable rules and published guidance of Nasdaq. The Designated Director must at all times be considered “independent” as determined in accordance with the rules of the Nasdaq. (vi) The right of the Purchasers to designate a director pursuant to this Section 4.11 shall terminate at the time when the Purchasers no longer hold at least 50% of the Preferred Stock owned, in the aggregate, at the time of this Agreement (the “Replacement NomineeTermination Date”) to fill such vacancy and serve as a Holdings Board Member and (ii) ). For purposes of clarity, in the event either of the Designated Director’s term ends following the Termination Date, the Company will cause shall be under no obligation to re-designate or otherwise nominate such Designated Director or any other director pursuant to this Section 10 following the Board to promptly appoint the Replacement Nominee to the BoardTermination Date.

Board Designation. (a) From and after the date hereofInitial Issue Date, (i) and for so as long as Holdings, together with its Permitted Transferees, beneficially owns the Purchaser is both the Holder of at least 15$25 million in aggregate principal amount or market value of outstanding Indebtedness of the Issuer and maintains a voting percentage equal to or greater than 5% of the outstanding Issuer’s total shares of Common Capital Stock outstanding and no Purchase Failure Event occurs (collectively, the “Investment Threshold”), the Purchaser shall, subject to applicable law, have the right to designate one (1) member to the Issuer’s Board of Directors (the “15% ConditionPurchaser Director”); provided that such designee meets the criteria that are reasonably acceptable to the corporate governance and nominating committee (or equivalent committee or the full board, Holdings as applicable) of the Board of Directors of the Issuer. The Issuer shall use its best efforts, in accordance with its bylaws and corporate governance guidelines as then in effect, to cause the Purchaser Director to be promptly appointed to the Issuer’s Board of Directors. So long as the Purchaser maintains the Investment Threshold, if the Purchaser Director resigns or is removed from the Board of Directors, the Purchaser shall maintain the right to designate a successor Purchaser Director and the Issuer shall use its best efforts, in accordance with its bylaws and corporate governance guidelines as then in effect, to cause the Purchaser Director to be promptly appointed to the Issuer’s Board of Directors to fill such vacancy; provided that such nominee meets the criteria that are reasonably acceptable to the corporate governance and nominating committee of the Board of Directors of the Issuer. So long as the Purchaser maintains the Investment Threshold, it can recommend to the nominating committee of the Issuer’s Board of Directors one director to be voted on by shareholders at each annual meeting. Subject to any limitations imposed by applicable law, the Purchaser Director shall be entitled to the same perquisites, including stock options, reimbursement of expenses and other similar rights and shall be obligated to the same director policies, in each case, in connection with such person’s membership on the Board of Directors of the Issuer, as every other non-employee member of the Board of Directors of the Issuer. (b) The Issuer shall have the right to require block a Purchaser Director designated by the Company Purchaser if such designation would contravene applicable law, regulation, its bylaws or corporate governance guidelines as then in effect or if such designee holds, or is nominated to nominatehold, and use its best efforts to have elected a management position or board seat at a company that the Board of Directors of the Issuer reasonably determines directly competes with the Issuer. If, following the time when any person designated by the Purchaser is appointed to the Board at any annual or special meeting of Directors of the Company’s stockholdersIssuer, two individuals designated by Holdings and who satisfy such person is appointed or elected to any such position or seat at a company that the director qualification criteria set forth in the charter Board of Directors of the Nominating and Corporate Governance Committee of Issuer reasonably determines directly competes with the Company (eachIssuer, a “Holdings Board Member”)the Purchaser shall, (ii) for so long as Holdingsthe Purchaser maintains the Investment Threshold, together with its Permitted Transferees, beneficially owns at least 5% but less than 15% of the outstanding shares of Common Stock (the “5% Condition”), Holdings shall have the right to require the Company to nominate, and use its best efforts to have elected to the Board at any annual or special meeting of the Company’s stockholders, one Holdings Board Member. The initial Holdings Board Members shall be Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx. If neither the 15% Condition nor the 5% Condition is satisfied, Holdings shall not have the right to designate a Holdings Board Member to the Board. Upon being appointed as a Holdings Board Member, such Holdings Board Member shall execute a resignation letter, tendering his or her resignation from the Board, effective upon the 15% Condition or the 5% Condition, as applicable, no longer being satisfied; provided, that if Holdings no longer has the right to designate a Holdings Board Member because the 15% Condition is no longer satisfied, Holdings shall be entitled to designate which Holdings a director to fill the vacancy resulting from such person’s resignation from the Board Member shall resignof Directors of the Issuer; provided that such designee meets the criteria that are reasonably acceptable to the corporate governance and nominating committee of the Board of Directors of the Issuer. (bc) IfNotwithstanding the foregoing, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board with respect to a Holdings Board Member, (i) Holdings may designate another individual who satisfies the director qualification criteria set forth in the charter rights of the Nominating Purchaser to designate the Purchaser Director shall at all times be subject to applicable rules and Corporate Governance Committee published guidance of the Company (the “Replacement Nominee”) to fill such vacancy and serve as a Holdings Board Member and (ii) the Company will cause the Board to promptly appoint the Replacement Nominee to the BoardThe New York Stock Exchange.