We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group has nominated less than the total number of designees, VEP Group shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 6 contracts

Samples: Director Nomination Agreement (Jamf Holding Corp.), Director Nomination Agreement (Juno Topco, Inc.), Director Nomination Agreement (Ping Identity Holding Corp.)

AutoNDA by SimpleDocs

Board Nomination Rights. (a) From the Effective Date, VEP Group Vista shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of common stock, par value $0.001 per share (the “Common Stock Stock”) representing at least 40% of the Original Amount of VEP GroupVista, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupVista, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupVista, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group Vista and (v) 1 Director (as defined below)one Director, in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group Vista (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group Vista is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group Vista has nominated less than the total number of designees, VEP Group designees Vista shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation actionaction (including increasing the size of the Board to create a vacancy), to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group Vista to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group Vista to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupVista, VEP Group Vista shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group Vista shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 3 contracts

Samples: Director Nomination Agreement (Integral Ad Science Holding Corp.), Director Nomination Agreement (Integral Ad Science Holding LLC), Director Nomination Agreement (Integral Ad Science Holding LLC)

Board Nomination Rights. (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees (such persons, the “Vista Nominees”) equal to at least: (x) (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group Group, minus (such personsy) the number of designees, if any, the “Nominees”McChord Stockholders are then entitled to nominate pursuant to Section 1(b). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) From the Effective Date, the McChord Stockholders shall have the right, but not the obligation, to nominate to the Board one designee (the “McChord Nominee” and, together with the Vista Nominees, the “Nominees”), until such time as the McChord Stockholders cease to beneficially own at least 5% of the outstanding Common Stock; provided, that any designee other than Austin McChord shall be subject to the prior written approval of VEP Group. (c) In the event that VEP Group has nominated less than the total number of designees, VEP Group shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies. (cd) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (de) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 2 contracts

Samples: Director Nomination Agreement (Datto Holding Corp.), Director Nomination Agreement (Datto Holding Corp.)

Board Nomination Rights. (a) From the Effective Date, VEP Group Xxxxx Xxxxx shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of common stock, par value $0.01 per share (the “Common Stock Stock”) representing at least 40% of the Original Amount of VEP GroupXxxxx Xxxxx, (ii) 40% of the Total Number of Directors, in the event that Vista Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupXxxxx Xxxxx, (iii) 30% of the Total Number of Directors, in the event that Vista Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupXxxxx Xxxxx, (iv) 20% of the Total Number of Directors, in the event that Vista Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group Xxxxx Xxxxx and (v) 1 Director (as defined below)one Director, in the event that Vista Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group Xxxxx Xxxxx (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group Xxxxx Xxxxx is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group Xxxxx Xxxxx has nominated less than the total number of designees, VEP Group designees Xxxxx Xxxxx shall be entitled to nominate pursuant to Section 1(a), Vista Xxxxx Xxxxx shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation actionaction (including increasing the size of the Board to create a vacancy), to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group Xxxxx Xxxxx to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group Xxxxx Xxxxx to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Xxxxx Xxxxx continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupXxxxx Xxxxx, VEP Group Xxxxx Xxxxx shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group Xxxxx Xxxxx shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 2 contracts

Samples: Director Nomination Agreement (Instructure Holdings, Inc.), Director Nomination Agreement (Instructure Holdings, Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group GTCR shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: the product of (ix) 100% of the Total Number of Directors multiplied by (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of y) the Original Amount of VEP Group, GTCR Ownership Percentage (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors); provided, that GTCR shall not have the right to nominate any directors at any time the GTCR Ownership Percentage is less than 5%; provided, further, that in the event that the GTCR Ownership Percentage is less than 50% and rounding to the nearest whole number would result in GTCR having the right to nominate over 50% of the Total Number of Directors, GTCR shall instead have the right, but not the obligation, to nominate to the Board a number of Nominees equal to the product of (x) and the Total Number of Directors multiplied by (y) the GTCR Ownership Percentage, rounded down to the nearest whole number. For purposes of calculating the number of directors that GTCR is entitled to designate pursuant to the immediately preceding sentence, any such calculations shall be made after taking into account any increase in the Total Number of Directors. In the event the Board is classified, the total number of Nominees GTCR shall be entitled to nominate in connection with any election of directors shall equal the total number of Nominees GTCR is then entitled to nominate pursuant to this Section 1(a) minus the number of Nominees whose terms do not expire at such meeting. (b) In the event that VEP Group GTCR has nominated less than the total number of designees, VEP Group designees GTCR shall be entitled to nominate pursuant to Section 1(a), Vista GTCR shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group GTCR to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group GTCR to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by each of the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the BoardBoard in accordance with the Company’s policies and procedures.

Appears in 2 contracts

Samples: Director Nomination Agreement (Paya Holdings Inc.), Director Nomination Agreement (Fintech Acquisition Corp Iii Parent Corp)

Board Nomination Rights. (a) From the Effective Date, VEP Group (A) each Lead Sponsor shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of three (3) Directors (as defined below), so long as Vista such Lead Sponsor Beneficially Owns shares of Class A common stock and Class B common stock, par value $0.0001 per share (the “Class B common stock” and together with the Class A common stock, the “Common Stock”) representing at least 25% of the total voting power of the then outstanding Common Stock, (ii) two (2) Directors, in the event that such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 4015% of the Original Amount of VEP Group, (ii) 40% total voting power of the Total Number of Directorsthen outstanding Common Stock, and (iii) one (1) Director, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount total voting power of VEP Group the then outstanding Common Stock (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ The Directors shall equate be divided into three classes of directors, each of whose members shall serve for staggered three-year terms in accordance with the Company’s certificate of incorporation. One Vista nominee and one Onex nominee will be allocated to 2 Directors) and any such calculations shall be made after taking into account any increase in each of the Total Number of Directorsthree classes. (b) In the event that VEP Group any Lead Sponsor has nominated less than the total number of designees, VEP Group designees that such Lead Sponsor shall be entitled to nominate pursuant to Section 1(a), Vista such Lead Sponsor shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group such Lead Sponsor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the BoardBoard or otherwise, or otherwise and (y) to designate such additional individuals nominated by VEP Group such Lead Sponsor to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer any Nominee in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 2 contracts

Samples: Stockholders Agreement (Powerschool Holdings, Inc.), Stockholders Agreement (Powerschool Holdings, Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group MDP shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista MDP Beneficially Owns (as defined below) shares of Common Stock representing at least 40% of the Original Amount of VEP GroupMDP (as defined below), (ii) 40% of the Total Number of Directors, in the event that Vista MDP Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupMDP, (iii) 30% of the Total Number of Directors, in the event that Vista MDP Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupMDP, (iv) 20% of the Total Number of Directors, in the event that Vista MDP Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group MDP and (v) 1 Director (as defined below), in the event that Vista MDP Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group MDP (such persons, the “Nominees”). For purposes of calculating the number of directors Directors that VEP Group MDP is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group MDP has nominated less than the total number of designees, VEP Group shall be designees that it is entitled to nominate pursuant to Section 1(a), Vista MDP shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group MDP to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group MDP to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista MDP Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupMDP, VEP Group MDP shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group MDP shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors Directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors Directors no later than the time such materials are furnished to the directorsDirectors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors Directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director Director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Intermedia Cloud Communications, Inc.)

Board Nomination Rights. i. Notwithstanding anything to the contrary contained in any definitive agreement or other transaction document pertaining to the Qualifying Transaction and subject to the rules of any securities exchange on which the subordinate, restricted and limited voting shares in the capital of the Corporation (aand any other share into which they convert or are otherwise exchanged, the “Shares”) From may trade on or after the Effective Dateclosing of the Qualifying Transaction, VEP Group from and after the Closing until the date that is three (3) years after the closing date of the Qualifying Transaction the Sponsor, the Corporation and the Sellers shall have take all reasonable actions (to the rightextent such actions are not prohibited by applicable law and within such Party’s control, but not and in the obligationcase of any action that requires a vote or other action on the part of the Board, to nominate the extent such action is consistent with fiduciary duties that the Corporation directors may have in such capacity) which are necessary (“Necessary Action”) to cause the Board a number to be comprised of designees equal eight (8) directors and for those individuals to be nominated in accordance with this Section 1.1 as follows: a. The Sponsor shall, until the earlier to occur of (x) the date that is three (3) years after the closing date of the Qualifying Transaction and (y) the date upon which the Sponsor ceases to own at least: (i) 100least 50% of the Total Number Shares owned by it at closing of Directors the Qualifying Transaction (as defined belowassuming forfeited shares continue to be owned), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% be entitled to nominate one (1) individual (the “Sponsor’s Director Nominee”), who shall initially be Xxxxx Xxxxxxx. b. Two (2) independent directors (for audit committee purposes within the meaning of the Original Amount Canadian Securities Administrators’ National Instrument 52-110) shall be nominated upon the unanimous consent of VEP GroupXxxx Xxxxx, Xxxxxx Xxxxxx, and the Sponsor (iithe “Independent Director Nominees”), which directors shall initially be Xxxxxx De La Torre and Xxxxxx Xxxxxxxx. c. The Sellers shall be entitled to nominate four (4) 40% individuals (the “Seller Director Nominees”), which directors shall initially be Xxxx Xxxxx, Xxxxxx Xxxxxx and two additional nominees who shall be independent (for audit committee purposes within the meaning of the Total Number of DirectorsCanadian Securities Administrators’ National Instrument 52-110), in which additional nominees shall be Xxxxxxx Xxxxxxxxx and Humble Lukanga. d. Element 7 CA, LLC (“Element 7”) shall be entitled to nominate one (1) individual who shall be independent (for audit committee purposes within the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% meaning of the Original Amount of VEP GroupCanadian Securities Administrators’ National Instrument 52-110) (the “E7 Director Nominee”, (iii) 30% of and together with the Total Number of DirectorsSponsor’s Director Nominee, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of Independent Director Nominees, and the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Seller Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such personsNominees, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts who shall automatically initially be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of DirectorsXxx Xxxxx. (b) In the event that VEP Group has nominated less than the total number of designees, VEP Group ii. The Parties shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights their respective nominees as set forth in Section 1(a) above, from 1.1.i for election to the Effective Date, for so long as Vista Beneficially Owns shares board of Common Stock representing at least 5% of directors (the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a Non-Voting ObserverBoard”) at the applicable Corporation shareholders meeting by written notice to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer Corporation given (i) notices in the case of Board meetings an annual meeting of the shareholders of the Corporation, no less than 60 days prior to the one-year anniversary of the preceding year’s annual meeting date (provided, however, that, if no annual meeting of the Corporation’s shareholders was held in the preceding year, not later thanthan the 60th day prior to such annual meeting or, and using if later, the same form tenth (10) day following the day on which public disclosure of communication assuch meeting was first made by the Corporation); provided, notice further, that if the date of Board meetings are furnished the annual meeting of the shareholders of the Corporation is more than thirty (30) days before or more than sixty (60) days after such anniversary date, not later than the 60th day prior to directors such annual meeting or, if later, the tenth (10) day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation), and (ii) copies in the case of a special meeting of the shareholders of the Corporation, not less than the later of 60 days prior to such special meeting or the tenth (10) day following the day on which public disclosure of the date of such special meeting was first made by the Corporation, which such notice shall include all information relating to the applicable Nominee(s) that is required to be disclosed in a proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors by a dissident in a contested election pursuant to Part 9 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), any materials prepared other applicable Canadian securities laws and the rules and regulations of the securities exchange on which the Shares are then listed (including such applicable Nominee’s written consent to being named in the proxy circular as a nominee and to serving as a director if elected). If the applicable Parties shall elect to nominate a Nominee as provided in this Section 1.1, the Corporation shall, unless such Nominee fails to qualify to act as a director of the Corporation pursuant to the requirements of applicable law, including applicable Canadian securities laws and the rules and regulations of the securities exchange on which the Shares are then listed (i) include such Nominee as a nominee for meetings election as a director of the Board that are furnished at the applicable Corporation shareholders meeting in the Corporation’s proxy solicitation materials (including any form of proxy the Corporation distributes); and (ii) recommend to the directors Corporation’s shareholders that they vote in favor of such Nominee at such Corporation shareholders meeting. iii. For the avoidance of doubt, no later than Party shall be subject to any requirement that shareholders provide advance notice of, or comply with any other procedures governing, the time such materials are furnished nomination of individuals for election to the directors; Board as provided that failure to deliver noticein the Corporation’s articles, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting and each Nominee shall otherwise be nominated and remain a member of the Board shall notin accordance with the Corporation’s articles and other policies determined from time to time by the Board for nominating directors. iv. Any Nominee must be qualified to act as a director of the Corporation pursuant to the applicable requirements under applicable law, by itselfincluding applicable Canadian securities laws, impair the validity rules of any action taken by securities exchange on which the Shares are then listed, and in compliance with any other applicable law and the Corporation’s articles. v. In the event that the applicable Parties do not nominate a Nominee at a particular meeting as provided in this Section 1.1, then the Corporation shall proceed with the applicable Corporation shareholder meeting and all further rights of such Board Parties to nominate such Nominee for election at such meetingmeeting shall terminate without any further action of the Parties. vi. Such Non-Voting Observer In the event that the Parties entitled to nominate a Nominee desire to remove such Nominee from the Board, all of the other Parties shall, upon written notice from the Parties desiring such removal, take all Necessary Action to cause such Nominee to be removed. At such time as the Sponsor is no longer entitled to nominate a Nominee pursuant to Section 1.1.i.a, the Sponsor and the Corporation shall if requested by a majority of the remaining Nominees take all Necessary Action to cause the Sponsor’s Director Nominee to tender his or her resignation. vii. Any Nominee shall be required subject to execute the Corporation’s customary due diligence process, including its review of a customary questionnaire and background check. Based on the foregoing, the Corporation may reasonably object to any such Nominee within fifteen (15) days of receiving such completed questionnaire and background check authorization, (a) provided it does so in good faith and (b) solely to the extent such objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) such Nominee was the subject of any order, judgment or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining such Nominee from, or otherwise become subject to limiting his or her ability to, engage in (x) any codes type of conduct business practice or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (dy) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer any activity in connection with the performance purchase or sale of his any security or her duties as a director or a Non-Voting Observer and in connection with his any violation of applicable securities laws; (Hi) such Nominee was the subject of any order, judgment or her attendance at decree, not subsequently reversed, suspended or vacated, of any meeting federal, state or provincial authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in clause (ii)(y), or to be associated with persons engaged in such activity; (iv) such Nominee was found by a court of competent jurisdiction in a civil action or by applicable securities authorities to have violated any federal, state or provincial securities law, and the judgment in such civil action or finding by such authorities has not been subsequently reversed, suspended or vacated; or (v) such Nominee was the subject of, or a party to, any federal, state or provincial judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal, state or provincial securities laws or regulations. In the event the Board reasonably finds any such Nominee to be unsuitable based upon one or more of the Boardforegoing clauses (i) through (v) and reasonably objects to such Nominee, the Party(ies) that nominated such Nominee shall be entitled to propose a different Nominee to the Board within fifteen (15) days of the Corporation’s notice to such Party(ies) of its objection to such Nominee, and such replacement Nominee shall be subject to the review process outlined in this Section 1.1.vii.

Appears in 1 contract

Samples: Investor Rights Agreement (Glass House Brands Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group Turing EquityCo shall have the right, but not the obligation, to nominate to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of designees individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-election, the number of Nominees (as defined below) serving as Directors of the Company will be equal to at leastto: (i) 100if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing 50% or more of the total voting power of the Total Outstanding Securities (as defined below) as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors (as defined below), so long as Vista ; (ii) if the Turing EquityCo and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 40% (but less than 50%) of the Original Amount total voting power of VEP Groupthe Total Outstanding Securities as of the record date for such meeting, (ii) the lowest whole number that is greater than 40% of the Total Number of Directors, in the event that Vista ; (iii) if Turing EquityCo and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 30% (but less than 40% %) of the Original Amount total voting power of VEP GroupTotal Outstanding Securities as of the record date for such meeting, (iii) the lowest whole number that is greater than 30% of the Total Number of Directors, in the event that Vista ; (iv) if Turing EquityCo and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 20% (but less than 30% %) of the Original Amount total voting power of VEP Groupthe Total Outstanding Securities as of the record date for such meeting, (iv) the lowest whole number that is greater than 20% of the Total Number of Directors, in the event that Vista ; and (v) if Turing EquityCo and its Affiliates collectively Beneficially Owns Own shares of Common Stock representing at least 10% (but less than 20% %) of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% total voting power of the Original Amount Total Outstanding Securities as of VEP Group (the record date for such personsmeeting, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest lowest whole number (e.g., 1¼ Directors shall equate such number always being equal to 2 Directorsor greater than one) and any such calculations shall be made after taking into account any increase in that is greater than 10% of the Total Number of DirectorsDirectors (in each case, each such person a “Nominee”). (b) In the event that VEP Group Turing EquityCo has nominated less than the total number of designees, VEP Group designees that Turing EquityCo shall be entitled to nominate pursuant to Section 1(a), Vista Turing EquityCo shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors (as defined below) shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group Turing EquityCo to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group Turing EquityCo to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer any Nominee in connection with the performance of his or her duties as a director or a Non-Voting Observer Director and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Turing Holding Corp.)

Board Nomination Rights. (a) From the Effective Date, VEP Group Vista shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Class A and Class V common stock, par value $0.0001 per share (the “Common Stock Stock”) representing at least 40% of the Original Amount of VEP GroupAmount, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupAmount, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupAmount, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below)one Director, in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group Vista is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group Vista has nominated less than the total number of designees, VEP Group designees Vista shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation actionaction (including increasing the size of the Board to create a vacancy), to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group Vista to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group Vista to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupAmount, VEP Group Vista shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group Vista shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Allvue Systems Holdings, Inc.)

Board Nomination Rights. (a) From If, as of the Effective DateDate immediately following exercise of the Option the Purchaser Beneficially Owns at least ten percent (10%) of the outstanding Capital Stock of the Company, VEP Group calculated on a fully diluted basis using the treasury method of accounting, then at every meeting of the Board of Directors, or any committee thereof, for which directors of the Company are appointed by the Board of Directors or nominated to stand for election by stockholders of the Company, Purchaser shall have the right, but not the obligation, to appoint or nominate for election to the Board of Directors, as applicable, a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group representatives (such persons, the “Purchaser Nominees”). For purposes ) equal to: (i) one (1) director so long as Purchaser (A) Beneficially Owns at least ten percent (10%) of calculating the outstanding Capital Stock of the Company, calculated on a fully diluted basis using the treasury method of accounting, or (B) other than any Transfer made pursuant to Section 7(b)(iv) of the Purchase Agreement, has not transferred any shares of Capital Stock issued to Purchaser upon exercise of the Option to any Person that is not a Permitted Transferee or to any Prohibited Assignee and Beneficially Owns at least six percent (6%) of the outstanding Capital Stock of the Company calculated on a fully diluted basis using the treasury method of accounting; and (ii) if and for so long as the ratio of the shares of Capital Stock owned of record by Purchaser, when compared to the total number of directors that VEP Group issued and outstanding shares of Capital Stock of the Company calculated on a fully diluted basis using the treasury method of accounting, is entitled to designate pursuant greater than or equal to the immediately preceding sentenceratio (expressed as a percentage) of one (1) compared to the total number of members of the Board of Directors, any fractional amounts shall automatically be rounded up to the nearest whole number two (e.g., 1¼ Directors shall equate to 2 Directors2) and any such calculations shall be made after taking into account any increase in the Total Number of Directorstotal directors. (b) In No reduction in the event that VEP Group has nominated less than the total number of designees, VEP Group shares of Capital Stock over which Purchaser retains voting control shall be entitled to nominate pursuant to Section 1(a), Vista shall have shorten the right, at term of any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacanciesincumbent director. (c) In addition the event that any Purchaser Nominee shall cease to the nomination rights set forth in Section 1(a) aboveserve for any reason, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have and Purchaser retains the right to remove appoint such Purchaser Nominee in accordance with the terms and replace its Non-Voting Observer at conditions of this Agreement, Purchaser shall be entitled to designate such person’s successor in accordance with this Agreement and the Board of Directors shall promptly fill the vacancy with such successor Purchaser Nominee (it being understood that any time and from time to time. The Company such Purchaser Nominee shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using serve the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings remainder of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting term of the Board shall not, by itself, impair the validity of any action taken by director whom such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requestsPurchaser Nominee replaces). (d) The Company If a Purchaser Nominee is not appointed or elected to the Board of Directors because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board of Directors, and Purchaser retains the right to appoint such Purchaser Nominee in accordance with the terms and conditions of this Agreement, Purchaser shall pay all reasonable out-of-pocket expenses incurred by the Nominees be entitled to designate promptly another Purchaser Nominee and the Non-Voting Observer director position for which the original Purchaser Nominee was nominated shall not be filled pending such designation. (e) For so long as Purchaser has the right to designate at least one (1) director pursuant to Section 3(a), the Company agrees to use its best efforts to ensure that (i) each Purchaser Nominee nominated pursuant to Section 3(a) is included in the Board of Directors’ slate of nominees to the stockholders for each election of directors; and (ii) each Purchaser Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors. (f) Each Purchaser Nominee who serves on the Board of Directors or a committee thereof shall be at liberty from time to time to make disclosure to Cronos, and its Representatives, of information related to the Company; provided that any such information disclosed in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting foregoing shall be subject to Section 8 of the BoardPurchase Agreement.

Appears in 1 contract

Samples: Option Purchase Agreement (Cronos Group Inc.)

Board Nomination Rights. (a) Upon the consummation of the IPO, the Existing Agreement shall be deemed to be amended and restated in its entirety and this Agreement shall be deemed to be effective. (b) From the Effective Date, VEP Group THL Stockholder shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP GroupTHL Stockholder, (ii) 40% of the Total Number of Directors, in the event that Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 30% but and less than 40% of the Original Amount of VEP GroupTHL Stockholder, (iii) 30% of the Total Number of Directors, in the event that Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 20% but and less than 30% of the Original Amount of VEP GroupTHL Stockholder, (iv) 20% of the Total Number of Directors, in the event that Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 10% but and less than 20% of the Original Amount of VEP Group THL Stockholder, and (v) 1 Director (as defined below), in the event that Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group THL Stockholder (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group THL Stockholder is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ e.g. 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (bc) In the event that VEP Group THL Stockholder has nominated less than the total number of designees, VEP Group THL Stockholder shall be entitled to nominate pursuant to Section 1(a1(b), Vista THL Stockholder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group THL Stockholder to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group THL Stockholder to fill such newly created vacancies or to fill any other existing vacancies. (cd) In addition to the nomination rights set forth in Section 1(a1(b) above, from the Effective Date, for so long as Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupTHL Stockholder, VEP Group THL Stockholder shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group THL Stockholder shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (de) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Agiliti, Inc. \De)

Board Nomination Rights. (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group has nominated less than the total number of designees, VEP Group shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Non- Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Jamf Holding Corp.)

Board Nomination Rights. (a) From the Effective Date, VEP Group GTCR shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista GTCR Beneficially Owns shares of Class A common stock, par value $0.01 per share (the “Class A common stock”) and the Company’s Class B common stock, par value $0.01 per share (the “Class B common stock” and together with the Class A common stock, the “Common Stock Stock”) representing at least 40% of the Original Amount of VEP GroupGTCR, (ii) 40% of the Total Number of Directors, in the event that Vista GTCR Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupGTCR, (iii) 30% of the Total Number of Directors, in the event that Vista GTCR Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupGTCR, (iv) 20% of the Total Number of Directors, in the event that Vista GTCR Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group GTCR and (v) 1 Director (as defined below)one Director, in the event that Vista GTCR Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group GTCR (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group GTCR is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group GTCR has nominated less than the total number of designees, VEP Group GTCR shall be entitled to nominate pursuant to Section 1(a), Vista GTCR shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group GTCR to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group GTCR to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista GTCR Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupGTCR, VEP Group GTCR shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group GTCR shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Maravai Lifesciences Holdings, Inc.)

Board Nomination Rights. (a) From As of the Effective Datedate hereof, VEP Group the Board shall be comprised of nine (9) Directors as set forth below: (b) The Company agrees that Exxxxxx shall have the right, but not the obligation, to nominate to the Board select a number of designees (each, an “Investor Designee”) equal to at least: (i) 100% of the Total Number of Directors two (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directorsor, in the event the number of directors on the Board is greater than nine, a number that Vista would result in the number of Investor Designees representing 20% of the Directors then comprising the Board), for so long as Exxxxxx and its controlled Affiliates collectively Beneficially Owns shares of Common Stock representing Own at least 3050% of the Subject Shares and (ii) one (or, in the event the number of directors on the Board is greater than nine, a number that would result in the number of Investor Designees representing 10% of the Directors then comprising the Board), for so long as Exxxxxx and its controlled Affiliates collectively Beneficially Own at least 25% but less than 4050% of the Original Amount of VEP GroupSubject Shares, (iii) 30% in each case subject to each such Investor Designee’s compliance with the customary requirements of the Total Number of Company’s [Nominating and Governance Committee] for service on the Board that are applicable to all non-employee Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate Investor Designees pursuant to the immediately preceding sentenceformula outlined above, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directorsbut not below one for as long as Exxxxxx and its controlled Affiliates own at least 25% of the Subject Shares) and any such calculations the calculation shall be made on a pro forma basis after taking into account any increase in the Total Number size of Directorsthe Board. For the avoidance of doubt, Investor Designees may be employees of Exxxxxx and its Affiliates. (bc) For the avoidance of doubt, if Exxxxxx and its controlled Affiliates collectively cease to hold at least 50% of the Subject Shares but continue to hold at least 25% of the Subject Shares, Exxxxxx will lose the right to select one of the two Investor Designees (or, in the event the number of Directors on the Board is greater than nine, a number that would result in the remaining number of Investor Designees that Exxxxxx has the right to select to be 10% of the Directors then comprising the Board). If Exxxxxx and its controlled Affiliates collectively cease to hold at least 25% of the Subject Shares, then Exxxxxx will lose the right to select any Investor Designees. In the event that Exxxxxx loses its right to select an Investor Designee pursuant to this Section 3.1(c), Exxxxxx shall cause the applicable number of Investor Designees (if any) to promptly tender their resignations from the Board and any committee of the Board on which such Investor Designees then sit to the extent necessary to ensure that the number of Investor Designees then serving on the Board does not exceed the number of Investor Designees that Exxxxxx would then be entitled to select pursuant to Section 3.1(b). In the event that Subject Shares are issued to Exxxxxx or any of its controlled Affiliates after the loss of the right to select one or both Investor Designees due to the application of Section 3.1(b) and Section 3.1(c) (and not, for the avoidance of doubt, due to Exxxxxx irrevocably waiving its rights to select Investor Designees in the circumstances contemplated by Section 4.1 (a) or Section 4.2), the applicability of such rights shall be determined as though such additional Subject Shares were outstanding as of and from the date of this Agreement, and, if Exxxxxx and its controlled Affiliates then hold Subject Shares in excess of the thresholds set forth in Section 3.1(b), Exxxxxx shall have the applicable rights set forth in Section 3.1(b). (d) In the event that VEP Group has nominated less than the total number of designees, VEP Group Investor Designees that Exxxxxx shall be entitled to nominate select pursuant to Section 1(a3.1(b) are serving on the Board at any time (including if any Investor Designee serving on the Board is unable or unwilling to serve as a Director, resigns as a Director, is removed as a Director or ceases to serve as a Director for any other reason or rights are reinstated pursuant to Section 3.1(c)), Vista Exxxxxx shall have the right, at any time, to nominate select as an Investor Designee(s) such additional designees individual(s) to which it is entitled, entitled pursuant to Section 3.1(b) in which case, each case subject to each such Investor Designee’s compliance with the customary requirements of the Company’s [Nominating and Governance Committee] for service on the Board that are applicable to all non-employee Directors. The Company and the Directors Board shall take all necessary corporation action, action that is reasonable and within their control (and to the fullest extent such actions are permitted by applicable law (including with respect Law and would not cause a violation of the Company’s Organizational Documents or the provisions of this Agreement) to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individualsindividual(s) to the Board as promptly as reasonably practicable, whether by increasing the size of the Board, or otherwise otherwise, subject to approval by the Board, not to be unreasonably withheld, conditioned or delayed, and (yin accordance with the Board’s fiduciary duties. Any such individual selected by Exxxxxx who becomes a Board member in replacement of an Investor Designee shall be deemed to be an Investor Designee for all purposes under this Agreement. In the event any individual selected by Exxxxxx as an Investor Designee pursuant to this Section 3.1(d) is not appointed to designate such the Board for any reason, Exxxxxx shall be entitled to select an additional individuals nominated by VEP Group individual for appointment to fill such newly created vacancies or the Board as Investor Designee and the terms of this Section 3.1(d) shall continue to fill any other existing vacanciesapply. (ce) In addition The Company agrees, notwithstanding any mandatory Director retirement age that may be adopted by the Company, to include in the slate of candidates for election to the nomination rights set forth in Board at any meeting of stockholders called for the purpose of electing Directors all Investor Designees that Exxxxxx has selected pursuant to Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation3.1(b), to designate nominate and recommend each such individual to be elected as a person (a “Non-Voting Observer”) Director as provided herein, and to attend meetings of the Board (including any meetings of any committees solicit proxies or consents in favor thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company is entitled to identify such individual as an Investor Designee pursuant to this Agreement.2 (f) All committee assignments for the Investor Designee will be determined by the [Nominating and Governance Committee] after consultation with the Investor Designee (and subject to applicable legal requirements, including the corporate governance rules of Nasdaq). (g) Unless waived by the applicable Investor Designee, each Investor Designee shall furnish be entitled to any Non-Voting Observer receive (i) notices any and all applicable director and committee fees and 2 Parties to agree to revised language as necessary in the event that Moelis-related DGCL amendments are not adopted or Moelis is not otherwise superseded or overruled prior to the closing of Board meetings no later than, and using the same form Transactions. compensation that are payable to the Company’s non-employee Directors as part of communication as, notice of Board meetings are furnished to directors the Company’s director compensation plan and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, reimbursement by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all for reasonable and documented out-of-pocket expenses incurred by the Nominees while traveling to and the Non-Voting Observer in connection with the performance of from Board and committee meetings as well as travel for other business related to his or her duties service on the Board or committees thereof, subject to any maximum reimbursement obligations of general applicability to Directors as may be established by the Board from time to time. For the avoidance of doubt, each Investor Designee shall be permitted to assign its right to any fees, compensation, reimbursed expenses or any other consideration received or to be received, as applicable, in exchange for such Investor Designee’s service as a director Director to Exxxxxx or a Non-Voting Observer any of its Affiliates. (h) The Company and Exxxxxx acknowledge that each Investor Designee, upon election or appointment to the Board, shall be obligated to abide, in connection all respects, with all policies and procedures of the Company that are applicable to all Directors. The Company shall at all times (i) provide each Investor Designee (in his or her attendance at any meeting capacity as a member of the Board) with the same rights and benefits (including with respect to insurance, indemnification and exculpation) that it provides to other members of the Board and (ii) maintain directors’ and officers’ liability insurance as determined by the Board.

Appears in 1 contract

Samples: Stockholder Agreement (Uniti Group Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of the VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of the VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of the VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of the VEP Group and (v) 1 one (1) Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of the VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) Directors shall equate to 2 two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group has nominated less than the total number of designees, designees VEP Group shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of the VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. The VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Transfirst Holdings Corp.)

Board Nomination Rights. (a) From the Effective Date, VEP Group GTCR shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista GTCR Beneficially Owns shares of Class A common stock, par value $0.01 per share (the “Class A common stock”)and the Company’s Class B common stock, par value $0.01 per share (the “Class B common stock” and together with the Class A common stock, the “Common Stock Stock”) representing at least 40% of the Original Amount of VEP GroupGTCR, (ii) 40% of the Total Number of Directors, in the event that Vista GTCR Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupGTCR, (iii) 30% of the Total Number of Directors, in the event that Vista GTCR Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupGTCR, (iv) 20% of the Total Number of Directors, in the event that Vista GTCR Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group GTCR and (v) 1 Director (as defined below)one Director, in the event that Vista GTCR Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group GTCR (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group GTCR is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group GTCR has nominated less than the total number of designees, VEP Group GTCR shall be entitled to nominate pursuant to Section 1(a), Vista GTCR shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group GTCR to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group GTCR to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista GTCR Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupGTCR, VEP Group GTCR shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group GTCR shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Maravai Lifesciences Holdings, Inc.)

AutoNDA by SimpleDocs

Board Nomination Rights. (a) From The Company agrees to appoint Xxxx Xxxxxx to the Effective Date, VEP Group Board of Directors as the initial Purchaser Designee effective as of the Closing by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with Xxxx Xxxxxx. The Company agrees that the Purchaser shall have the right, but not the obligation, right to nominate to at each meeting or action by written consent at which individuals will be elected members of the Board of Directors a number of designees nominees of the Purchaser equal to at leastthe product of: (ix) 100% the percentage of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of outstanding Common Stock representing at least 40% Beneficially Owned by the Purchaser and its Affiliates as of the Original Amount close of VEP Group, (ii) 40% business on the tenth Business Day preceding the filing with the SEC of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, Company’s proxy statement or information statement for such director election multiplied by (iiiy) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors comprising the Board of Directors; provided, however, except as provided in the following parenthetical, that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts such product shall automatically be rounded up to the nearest whole number of directors following such election (e.g.for the avoidance of doubt, Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Purchaser and its Affiliates do not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall equate (A) not have a right to 2 Directorsnominate any member to the Board of Directors from and after such time as the Purchaser and its Affiliates collectively Beneficially Own less than 50% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) (the “Minimum Ownership Threshold”), and any such calculations shall be made after taking into account any increase (B) in no event have the Total Number of Directorsright to nominate more than two (2) directors. (b) In Subject to the event that VEP Group has nominated less than terms and conditions of this Section 4.07 and applicable law, the total number of designees, VEP Group shall be Company agrees to include the Purchaser Designee the Purchaser is entitled to nominate pursuant to Section 1(a), Vista shall have 4.07(a) in its slate of nominees for election as directors of the right, Company at any time, each of the Company’s meetings of stockholders or action by written consent at which directors are to nominate be elected and use its reasonable efforts to cause the election of such additional designees Purchaser Designee to which it is entitled, in which casethe Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the Directors shall take all necessary corporation action, to same level of support as is used and/or provided for the fullest extent permitted by applicable law (including other director nominees of the Company with respect to fiduciary duties under Delaware lawthe applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to (x) enable VEP Group elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate and effect the directors for election or appointment pursuant to this Section 4.07 in any future election of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacanciesdirectors. (c) In addition Each Purchaser Designee must be (x) Xxxx Xxxxxx or Xxxx Xxxxxx or (y) a managing director (or, solely in the event there has been a Director Policy Change, a director) of Silver Lake Technology Management, L.L.C. that is reasonably acceptable to the nomination rights set forth Board of Directors and who meets in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% all material respects all of the Original Amount requirements of VEP Group, VEP Group shall have a director of the right, but not Company described in this Section 4.07. As a condition to any Purchaser Designee’s appointment to the obligation, to designate Board of Directors and nomination for election as a person (a “Non-Voting Observer”) to attend director of the Company at the Company’s annual meetings of stockholders (A) the Board Purchaser and the Purchaser Designee must in all material respects provide to the Company (including any meetings of any committees thereof1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to attend all meetings their nomination or election as a director of the Board. VEP Group shall have Company or the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices Company’s operations in the ordinary course of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors business and (ii2) copies of any materials prepared for meetings of information reasonably requested by the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer Company in connection with such Non-Voting Observer’s right assessing eligibility, independence and other criteria applicable to attend and/or review materials with respect todirectors or satisfying compliance and legal or regulatory obligations, any meeting of the Board shall notin each case, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required relating to execute their nomination or otherwise become subject to any codes of conduct or confidentiality agreements election as a director of the Company generally or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designees, (B) the Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) the Purchaser Designee must satisfy the requirements set forth in the Company’s Board Governance Guidelines, the Company’s principles of conduct for members of the Board of Directors, securities trading policy (subject to Section 4.02) and code of business conduct, in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, the Purchaser Designee shall not be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and the Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and the Purchaser Designee in connection with their efforts to provide the requested information. Any other SLP Affiliated Director nominated by the Company reasonably requestsshall be subject to the same requirements as described in this Section 4.07(c). (d) The Purchaser acknowledges that at all times while serving as a member of the Board of Directors, each SLP Affiliated Director will be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-executive members of the Board of Directors that (x) are included in the Specified Guidelines as currently in effect with such changes (or such successor policies) as are applicable to all other directors and as are not targeted towards, and are not disproportionately applicable to, the SLP Affiliated Directors, or (y) relate to the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board of Directors or committees of the Board of Directors to the extent not disclosed publicly by the Company (subject to the terms of the Confidentiality Agreement). Notwithstanding the foregoing, (i) under no circumstances will such policies, procedures, processes, codes, rules, standards and guidelines be violated by the Purchaser Designees (x) receiving compensation from the Purchaser or any of its Affiliates or (y) failing to notify an officer or director of the Company prior to accepting an invitation to serve on another board of directors and (ii) if such Specified Guidelines are changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders of the Company at which the stockholders of the Company elect the Board of Directors. The Company acknowledges and agrees that any share ownership requirement for the Purchaser Designees serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided herein with respect to Blackout Periods). (e) For so long as an SLP Affiliated Director is on the Board of Directors, the Company shall pay all reasonable outnot implement or maintain any trading policy or similar guideline or policy with respect to the trading of securities of the Company that is targeted at the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than (i) with respect to any SLP Affiliated Director, (ii) with respect to the trading of securities of the Company while in possession of material non-ofpublic information concerning the Company or its Subsidiaries, (iii) with respect to compliance with applicable federal securities or other laws, and/or (iv) with respect to compliance with the terms of this Agreement or the Confidentiality Agreement. (f) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, or if the Purchaser desires to nominate a different individual to replace any then-pocket expenses incurred existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Designee” pursuant to this Section 4.07 (as applicable). (g) The Company’s obligations under this Section 4.07 with respect to any Purchaser Designee shall terminate and the Purchaser shall have no designation or nomination rights hereunder with respect to such Purchaser Designee if (i) the Purchaser and the Purchaser Affiliates, collectively, cease to Beneficially Own the Minimum Ownership Threshold or (ii) the Purchaser or any Purchaser Affiliate, including any Purchaser Designee is in material breach of any of Sections 4.02, 4.03 or 4.08 or discloses Confidential Information to a Third Party in material breach of the terms and conditions of the Confidentiality Agreement, and in such case the Purchaser Designee shall promptly offer to resign from the Board of Directors (and, if requested by the Nominees Company, promptly deliver his written resignation to the Board of Directors (which shall provide for his immediate resignation), it being understood that it shall be in the Board of Directors’ sole discretion whether to accept or reject such resignation). If any Purchaser Designee ceases to satisfy in all material respects the conditions and obligations set forth in clauses (c) through (d) of this Section 4.07 (other than due to a Director Policy Change, which shall be governed by Section 4.07(d)), the Non-Voting Observer Company may notify Purchaser thereof and promptly following such notification, (x) such Purchaser Designee shall promptly offer to resign from the Board of Directors (and, if requested by the Company, promptly deliver his written resignation to the Board of Directors (which shall provide for his immediate resignation), it being understood that it shall be in connection the Board of Directors’ sole discretion whether to accept or reject such resignation) and (y) the Purchaser shall be entitled to fill the vacancy created thereby in accordance with Section 4.07(f). The Purchaser agrees to cause, and agrees to cause its Affiliates to cause, any Purchaser Designee to resign from the performance Board of his or her duties as a director or a Non-Voting Observer Directors if the applicable Purchaser Designee fails to resign if and in connection with his or her attendance when requested pursuant to this clause (g). (h) If there are two SLP Affiliated Directors serving on the Board of Directors, without limiting the other provisions of this Section 4.07, if (i) the Purchaser and its Affiliates cease to collectively Beneficially Own at any meeting least 75% of the Boardnumber of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock), (ii) the SLP Affiliated Director (other than the Purchaser Designee) ceases to satisfy in all material respects the conditions and obligations set forth in clauses (c) through (d) of this Section 4.07 or (iii) eighteen (18) months have elapsed following the Closing Date, then, in any such case, the Company may (in its sole discretion) request the resignation of the SLP Affiliated Director (other than the Purchaser Designee so long as there is only one Purchaser Designee serving on the Board of Directors at such time) promptly following such request, such SLP Affiliated Director shall promptly offer to resign from the Board of Directors (and, if requested by the Company, promptly deliver his written resignation to the Board of Directors (which shall provide for his immediate resignation), it being understood that it shall be in the Board of Directors’ sole discretion whether to accept or reject such resignation). For purposes of this Agreement, an “Acceleration Event” shall have occurred if all of the following occur: (x) the Company exercises its right to request a resignation pursuant to clause (h)(iii) above, (y) at such time Purchaser and its Affiliates collectively Beneficially Own a number of shares of Company Common Stock at such time that is at least 75% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock), (y) the Board of Directors accepts such resignation and (z) such SLP Affiliated Director effectively resigns from the Board of Directors. The Purchaser agrees to cause, and agrees to cause its Affiliates to cause, any SLP Affiliated Director to resign from the Board of Directors if the applicable SLP Affiliated Director fails to resign if and when requested pursuant to this clause (h). (i) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

Appears in 1 contract

Samples: Investment Agreement (Motorola Solutions, Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group Vista shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns shares of common stock, par value $0.001 per share (the “Common Stock Stock”) representing at least 40% of the Original Amount of VEP GroupVista, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupVista, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupVista, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group Vista and (v) 1 Director (as defined below)one Director, in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group Vista (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group Vista is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group Vista has nominated less than the total number of designees, VEP Group designees Vista shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation actionaction (including increasing the size of the Board to create a vacancy), to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group Vista to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group Vista to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupVista, VEP Group Vista shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group Vista shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the any Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (iCIMS Holding LLC)

Board Nomination Rights. (a) From the Effective Date, VEP Group Summit shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Summit Beneficially Owns shares of common stock, par value $0,001 per share (the “Common Stock Stock”) representing at least 40% of the Original Amount of VEP GroupAmount, (ii) 40% a majority of the Total Number of Directors, in the event that Vista Summit Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupAmount, (iii) 30% of the Total Number of Directors, in the event that Vista Summit Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupAmount, (iv) 20% of the Total Number of Directors, in the event that Vista Summit Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below)one Director, in the event that Vista Summit Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group Summit is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., VA Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group Summit has nominated less than the total number of designees, VEP Group designees Summit shall be entitled to nominate pursuant to Section 1(a), Vista Summit shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation actionaction (including increasing the size of the Board to create a vacancy), to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group Summit to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group Summit to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Summit Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupAmount, VEP Group Summit shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group Summit shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (A.K.A. Brands Holding Corp.)

Board Nomination Rights. (a) From The Company agrees, effective immediately following the Effective DateClosing, VEP Group shall have (i) to appoint one (1) initial H.I.G. Designee (the right, but not the obligation, to nominate “Initial H.I.G. Designee”) selected in accordance with Section 4.06(c) to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (such H.I.G. Designee to be appointed as defined belowa Class I director in the Class of directors whose term expires at the 2022 annual meeting of the Company’s stockholders, with the appointment of the H.I.G. Designee as a Class I director causing such Class to be comprised of three (3) directors taking into account the H.I.G. Designee), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, and (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group has nominated less than the total number of designees, VEP Group shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, action following the Closing to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing increase the size of the BoardBoard of Directors unless there otherwise is a vacancy in the Board of Directors and in either 4840-5838-5626.18 event filling the vacancy thereby created with such individual as soon as practicable after the Closing. Subject to the last two sentences of this Section 4.06(a), upon any Event of Default pursuant to Section 4.12(b), the Company further agrees to appoint one (1) additional H.I.G. Designee (for a total of two (2) H.I.G. Designees) (the “Additional H.I.G. Designee”) selected in accordance with Section 4.06(c) (such H.I.G. Designee to be appointed to the class of directors with (a) the fewest number of director seats, or otherwise and (yb) if more than one class has an equal number of seats that is less than the number of seats in the largest class, then the class of directors with the longest then current term remaining, in either case by taking all necessary action to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to increase the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings size of the Board (including any meetings of any committees thereof) Directors unless there otherwise is a vacancy in a non-voting observer capacitythe Board of Directors and in either event filling the vacancy thereby created with such individual as soon as practicable after such Event of Default). Any such Non-Voting Observer shall be permitted The Company agrees that, subject to attend all meetings of Section 4.06(c), the Board. VEP Group Purchaser shall have the right to nominate at each annual meeting of the stockholders of the Company at which an H.I.G. Designee’s term as a director expires (or, if the stockholders of the Company fail to elect an H.I.G. Designee standing for election to the Board of Directors, the next annual meeting of the Company’s stockholders at which directors are nominated for election) an individual, to stand for election as a director of the Company (which individual will, upon election, be such H.I.G. Designee); provided, however, nothing herein shall be interpreted to require the Company to reconstitute the classes of the Board of Directors, take any action that would cause the seats of the classes of the Board of Directors to be unequal or less than as nearly equal as possible, or otherwise replace or remove a then-existing director to accommodate such H.I.G. Designee. The Purchaser shall have a right to nominate the Initial H.I.G. Designee until such time as the H.I.G. Group no longer satisfies the Minimum Ownership Threshold, and, subject to the last two sentences of this Section 4.06(a), shall have the right to nominate the Additional H.I.G. Designee to the Board of Directors for so long as the Purchaser retains such right pursuant to Section 4.12(b) and replace its Non-Voting Observer until such time as the H.I.G. Group no longer satisfies the Minimum Ownership Threshold. Upon ceasing to satisfy the Minimum Ownership Threshold or ceasing to retain the right to appoint the Additional H.I.G. Designee pursuant to Section 4.12(b) (with respect to the Additional H.I.G. Designee), as applicable, the Purchaser shall cause each applicable H.I.G. Designee(s) to offer his or her resignation to the Board of Directors and upon taking office, the Purchaser shall cause each H.I.G. Designee to execute an irrevocable resignation effective upon acceptance by the Board of Directors under such circumstances. Further, after the Closing, the Company shall promptly appoint one (1) H.I.G. Affiliated Director to each standing committee of the Board of Directors (for up to three (3) of such committees total, with such committees to be chosen by the Purchaser) upon the request of the Purchaser or such H.I.G. Affiliated Director, subject in each case to the fiduciary duties of the Board of Directors and meeting the applicable requirements for service on such committee as set forth in the listing rules of NASDAQ, the rules and regulations promulgated under the Exchange Act, the Company’s corporate governance guidelines or policies applicable to such committee (including, without limitation, guidelines or policies covering conflict of interest, confidentiality and xxxxxxx xxxxxxx matters) and such committee’s charter. For so long as the Purchaser has the right to nominate one or more H.I.G. Designees to the Board of Directors pursuant to Section 4.06, if at any time and from time any H.I.G. Designee has not been appointed to time. The Company shall furnish to the Board of Directors for any Non-Voting Observer reason (i) notices including as a result of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings a failure of the Board that are furnished stockholders to elect any H.I.G. Designee standing for election to the directors no later Board of Directors, as a result of the H.I.G. Investors having Beneficial Ownership of less than the time such materials are furnished to the directors; provided that failure to deliver noticeBoard Right Ownership Threshold, or materialsotherwise), to such Nonthen the Purchaser may designate one (1) 4840-Voting Observer in connection with such Non5838-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.5626.18

Appears in 1 contract

Samples: Investment Agreement (eHealth, Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group (A) each Lead Sponsor shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of three (3) Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupCommon Stock then outstanding, (ivii) 20% of the Total Number of two (2) Directors, in the event that Vista such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount shares of VEP Group Common Stock then outstanding, and (viii) 1 Director one (as defined below)1) Director, in the event that Vista such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 5% but less than 10% of the Original Amount shares of VEP Group (such Common Stock then outstanding(such persons, the “Nominees”). For purposes of calculating . (a) From the number of directors that VEP Group is entitled Effective Date, so long as General Atlantic has the right to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directorsnominate at least a Director under this Section 1(a) and any such calculations Nominee is serving on the Board, General Atlantic may designate one (1) such Director as the tie-breaking (the “Tie-Breaking Director”) who shall be made after taking into account have the tie-breaking vote if the Board of Directors is deadlocked on any increase in matter requiring the Total Number approval of Directorsthe Board of Directors pursuant to Article Five, Section 2 of the Company’s Amended and Restated Certificate of Incorporation. (b) In the event that VEP Group any Lead Sponsor has nominated less than the total number of designees, VEP Group designees that such Lead Sponsor shall be entitled to nominate pursuant to Section 1(a), Vista such Lead Sponsor shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group such Lead Sponsor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group such Lead Sponsor to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer any Nominee in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Sponsor Director Nomination Agreement (Oak Street Health, Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group each Lead Sponsor shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of three (3) Directors (as defined below), so long as Vista Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupCommon Stock then outstanding, (ivii) 20% of the Total Number of two (2) Directors, in the event that Vista such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount shares of VEP Group Common Stock then outstanding, and (viii) 1 Director one (as defined below)1) Director, in the event that Vista such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 5% but less than 10% of the Original Amount shares of VEP Group Common Stock then outstanding (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group any Lead Sponsor has nominated less than the total number of designees, VEP Group designees that such Lead Sponsor shall be entitled to nominate pursuant to Section 1(a), Vista such Lead Sponsor shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group such Lead Sponsor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group such Lead Sponsor to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer any Nominee in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Oak Street Health, Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group Perceptive shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 10066% of the Total Number of Directors (as defined below)Directors, so long as Vista Perceptive continuously from the time of the IPO Beneficially Owns shares of Common Stock Ordinary Shares representing at least 4075% of the Original Amount of VEP GroupPerceptive Owned Shares, (ii) 55% of the Total Number of Directors, in the event that Perceptive continuously from the time of the IPO Beneficially Owns Ordinary Shares representing at least 50% but less than 75% of the Original Perceptive Owned Shares, (iii) 40% of the Total Number of Directors, in the event that Vista Perceptive continuously from the time of the IPO Beneficially Owns shares of Common Stock Ordinary Shares representing at least 3025% but less than 4050% of the Original Amount of VEP GroupPerceptive Owned Shares, (iiiiv) 3025% of the Total Number of Directors, in the event that Vista Perceptive continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock Shares representing at least 10% but less than 2025% of the Original Amount of VEP Group Perceptive Owned Shares and (v) 1 Director (as defined below)one director, in the event that Vista Perceptive continuously from the time of the IPO Beneficially Owns shares of Common Stock Ordinary Shares representing at least 5% but less than 10% of the Original Amount of VEP Group Perceptive Owned Shares (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group Perceptive is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1 1/4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. For so long as Perceptive continuously from the time of the IPO Beneficially Owns Ordinary Shares representing at least 25% of the Original Perceptive Owned Shares, Perceptive shall have the right to nominate the Chairman of the Board. (b) In the event that VEP Group Perceptive has nominated less than the total number of designees, VEP Group designees Perceptive shall be entitled to nominate pursuant to Section 1(a), Vista Perceptive shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation actionaction (including increasing the size of the Board to create a vacancy), to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware Cayman law), to (x) enable VEP Group Perceptive to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group Perceptive to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (LianBio)

Board Nomination Rights. (a) From the Effective Date, VEP Group shall have Date until the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors date that Investor and its Affiliates (as defined below), so long as Vista ) cease to Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP Group, (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns Own shares of Common Stock representing at least 10% but less than 20% of the Original Amount total voting power of VEP Group the then outstanding Common Stock, at every meeting (“Election Meeting”) of the board of directors of the Company (the “Board”), or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, Investor shall have the right to nominate for election to the Board, or appoint to fill a vacancy on the Board, as applicable, in each case in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), a number of representatives equal to the product obtained by multiplying (a) the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Investor and its Affiliates (the “Investor Voting Control”) and (vb) 1 Director (as defined below)the authorized number of directors on the Board, including any vacancies, with such product rounded up to the nearest whole number in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group all cases (such persons, the “Nominees”). For purposes of calculating Notwithstanding the foregoing, the number of directors that VEP Group is entitled to designate pursuant to Nominees at the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations Effective Date shall be made after taking into account any increase eight, nothing in this Agreement shall be deemed to modify Section 1.6 of the Merger Agreement and in the Total Number event of Directors. (b) In a conflict between the event that VEP Group has nominated less than provision of this Agreement and the total number of designeesMerger Agreement, VEP Group the Merger Agreement shall be entitled to nominate pursuant to Section 1(a), Vista control. “Beneficially Own” shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights meaning set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% 13d-3 of the Original Amount Securities Exchange Act of VEP Group1934, VEP Group as amended. “Affiliate” of any person shall have the rightmean any other person controlled by, but not the obligationcontrolling or under common control with such person; where “control” (including, to designate a person (a with its correlative meanings, Non-Voting Observercontrolling,” “controlled by” and “under common control with”) means possession, directly or indirectly, of power to attend meetings direct or cause the direction of the Board management or policies (including any meetings whether through ownership of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall notsecurities, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute contract or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requestsotherwise). (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Option Care Health, Inc.)

Board Nomination Rights. (a) From the Effective Date, VEP Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Beneficially Owns (as defined below) shares of Common Stock representing at least 40% of the Original Amount of VEP GroupGroup (as defined below), (ii) 40% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP Group, (iii) 30% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP Group, (iv) 20% of the Total Number of Directors, in the event that Vista Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below), in the event that Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group has nominated less than the total number of designees, VEP Group shall be entitled to nominate pursuant to Section 1(a), Vista shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group, VEP Group shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, ​ ​ impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Jamf Holding Corp.)

Board Nomination Rights. (a) From the Effective Date, VEP Group Summit shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista Summit Beneficially Owns shares of common stock, par value $0.001 per share (the “Common Stock Stock”) representing at least 40% of the Original Amount of VEP GroupAmount, (ii) 40% a majority of the Total Number of Directors, in the event that Vista Summit Beneficially Owns shares of Common Stock representing at least 30% but less than 40% of the Original Amount of VEP GroupAmount, (iii) 30% of the Total Number of Directors, in the event that Vista Summit Beneficially Owns shares of Common Stock representing at least 20% but less than 30% of the Original Amount of VEP GroupAmount, (iv) 20% of the Total Number of Directors, in the event that Vista Summit Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the Original Amount of VEP Group and (v) 1 Director (as defined below)one Director, in the event that Vista Summit Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group Summit is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4 Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (b) In the event that VEP Group Summit has nominated less than the total number of designees, VEP Group designees Summit shall be entitled to nominate pursuant to Section 1(a), Vista Summit shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation actionaction (including increasing the size of the Board to create a vacancy), to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group Summit to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group Summit to fill such newly created vacancies or to fill any other existing vacancies. (c) In addition to the nomination rights set forth in Section 1(a) above, from the Effective Date, for so long as Vista Summit Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupAmount, VEP Group Summit shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group Summit shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Non-Voting Observer from receiving any materials and/or attending any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. (d) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (A.K.A. Brands Holding Corp.)

Board Nomination Rights. (a) Upon the consummation of the IPO, the Existing Agreement shall be deemed to be amended and restated in its entirety and this Agreement shall be deemed to be effective. ​ (b) From the Effective Date, VEP Group THL Stockholder shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) 100% of the Total Number of Directors (as defined below), so long as Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 40% of the Original Amount of VEP GroupTHL Stockholder, (ii) 40% of the Total Number of Directors, in the event that Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 30% but and less than 40% of the Original Amount of VEP GroupTHL ​ Stockholder, (iii) 30% of the Total Number of Directors, in the event that Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 20% but and less than 30% of the Original Amount of VEP GroupTHL Stockholder, (iv) 20% of the Total Number of Directors, in the event that Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 10% but and less than 20% of the Original Amount of VEP Group THL Stockholder, and (v) 1 Director (as defined below), in the event that Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP Group THL Stockholder (such persons, the “Nominees”). For purposes of calculating the number of directors that VEP Group THL Stockholder is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., e.g. 1¼ Directors shall equate to 2 Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors. (bc) In the event that VEP Group THL Stockholder has nominated less than the total number of designees, VEP Group THL Stockholder shall be entitled to nominate pursuant to Section 1(a1(b), Vista THL Stockholder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable VEP Group THL Stockholder to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by VEP Group THL Stockholder to fill such newly created vacancies or to fill any other existing vacancies.. ​ (cd) In addition to the nomination rights set forth in Section 1(a1(b) above, from the Effective Date, for so long as Vista THL Stockholder Beneficially Owns shares of Common Stock representing at least 5% of the Original Amount of VEP GroupTHL Stockholder, VEP Group THL Stockholder shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the Board. VEP Group THL Stockholder shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the directors no later than the time such materials are furnished to the directors; provided that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any action taken by such Board at such meeting. Such Non-Voting Observer shall be required to execute or otherwise become subject to any codes of conduct or confidentiality agreements of the Company generally applicable to directors of the Company or as the Company reasonably requests.. ​ (de) The Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees and the Non-Voting Observer in connection with the performance of his or her duties as a director or a Non-Voting Observer and in connection with his or her attendance at any meeting of the Board.

Appears in 1 contract

Samples: Director Nomination Agreement (Agiliti, Inc. \De)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!