Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) The Company covenants and agrees with Clearlake that, on and after the Effective Date, at every meeting of 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, Clearlake, together with its Affiliates, shall have the right, but not the obligation, to appoint or nominate for election to the Board, as applicable, a number of representatives equal to (such persons, the “Clearlake Nominees”): (i) three (3) directors so long as Clearlake (together with its Affiliates) Beneficially Owns at least thirty percent (30%) of the then outstanding Common Stock; (ii) two (2) directors so long as Clearlake (together with its Affiliates) Beneficially Owns at least twenty percent (20%) of the then outstanding Common Stock; and (iii) one (1) director so long as Clearlake (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the then outstanding Common Stock. At the Effective Date, the initial Clearlake Nominees shall be Xxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx. (b) The Company covenants and agrees with Keystone that, on and after the Effective Date, at every meeting of 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, Keystone, together with its Affiliates, shall have the right, but not the obligation, to appoint or nominate for election to the Board, as applicable, a number of representatives equal to (such persons, the “Keystone Nominees” and together with the Clearlake Nominees, the “Nominees”): (i) three (3) directors so long as Keystone (together with its Affiliates) Beneficially Owns at least thirty percent (30%) of the then outstanding Common Stock; (ii) two (2) directors so long as Keystone (together with its Affiliates) Beneficially Owns at least twenty percent (20%) of the then outstanding Common Stock; and (iii) one (1) director so long as Keystone (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the then outstanding Common Stock. At the Effective Date, the initial Keystone Nominees shall be Xxxxxxx X. Xxxxx and Xxxxxx Xxxxxxx. (c) At the Effective Date, the Board shall be comprised of seven members. (d) The Company covenants and agrees with each of the Principal Stockholders that, for so long as such Principal Stockholder has the right to designate at least one (1) director pursuant to Section 2(a) or Section 2(b), the Board shall be divided in three classes designated Class I, Class II and Class III, with each director serving a three-year term and one class being elected at each year’s annual meeting of stockholders of the Company. The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders of the Company after the Effective Date, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders of the Company after the Effective Date and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders of the Company after the Effective Date. The initial Clearlake Nominees shall be assigned to each class as follows: Xxxxxxx Xxxxxxxx shall serve in Class I, Xxxxx Xxxxxxx shall serve in Class II, and Xxxx X. Xxxxxxxxx shall serve in Class III. The initial Keystone Nominees shall be assigned to Class II and Class III as follows: Xxxxxx Xxxxxxx shall serve in Class II and Xxxxxxx X. Xxxxx shall serve in Class III. (e) No reduction in the number of shares of Common Stock over which a Principal Stockholder and its respective Affiliates retain voting control shall shorten the term of any incumbent director. (f) In the event that any Nominee shall cease to serve for any reason, the Principal Stockholder that nominated such Nominee shall be entitled to designate such person’s successor in accordance with this Agreement (regardless of the Principal Stockholder’s Beneficial Ownership in the Company at the time of such vacancy) and the Board shall promptly fill the vacancy with such successor Nominee (it being understood that any such Nominee shall serve the remainder of the term of the director whom such Nominee replaces). (g) If a Nominee is not appointed or elected to the Board 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, the Principal Stockholder that nominated such Nominee shall be entitled to designate promptly another Nominee and the director position for which the original Nominee was nominated shall not be filled pending such designation. (h) The Company shall use its best efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to each of the Principal Stockholders and the Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws (each as may be further amended, supplemented or waived in accordance with its terms) shall at all times provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law.

Board Nomination Rights. (a) The Company covenants and agrees with Clearlake that, on and after From the IPO Effective Date, at every meeting of : (i) Crestview shall have the Board, or a committee thereof, right to designate one (1) nominee for which directors of the Company are appointed by election to the Board or are nominated to stand (the “Crestview Nominee”) for election by stockholders of the Company, Clearlakeso long as Crestview, together with its AffiliatesShareholder Affiliate Transferees, beneficially owns at least 7.5% of the Outstanding Common Shares; (ii) CVC shall have the right, but not the obligation, right to appoint or nominate designate one (1) nominee for election to the Board, as applicable, a number of representatives equal to Board (such persons, the “Clearlake NomineesCVC Nominee”): (i) three (3) directors for so long as Clearlake (CVC, together with its Affiliates) Beneficially Owns Shareholder Affiliate Transferees, beneficially owns at least thirty percent (30%) 7.5% of the then outstanding Outstanding Common Stock; (ii) two (2) directors so long as Clearlake (together with its Affiliates) Beneficially Owns at least twenty percent (20%) of the then outstanding Common Stock; and Shares; (iii) Pine Brook shall have the right to designate one (1) director nominee for election to the Board (the “Pine Brook Nominee”) for so long as Clearlake (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the then outstanding Common Stock. At the Effective Date, the initial Clearlake Nominees shall be Xxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx. (b) The Company covenants and agrees with Keystone that, on and after the Effective Date, at every meeting of 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, KeystonePine Brook, together with its AffiliatesShareholder Affiliate Transferees, beneficially owns at least 7.5% of the Outstanding Common Shares; and (iv) MGU HoldCo shall have the right, but not the obligation, right to appoint or nominate designate one (1) nominee for election to the Board, as applicable, a number of representatives equal to Board (such persons, the “Keystone NomineesMGU HoldCo Nominee,” and together with the Clearlake NomineesCrestview Nominee, the CVC Nominee and the Pine Brook Nominee, the “Nominees” and each individually, a “Nominee”): (i) three (3) directors so long as Keystone (together with its Affiliates) Beneficially Owns at least thirty percent (30%) of the then outstanding Common Stock; (ii) two (2) directors so long as Keystone (together with its Affiliates) Beneficially Owns at least twenty percent (20%) of the then outstanding Common Stock; and (iii) one (1) director so long as Keystone (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the then outstanding Common Stock. At the Effective Date, the initial Keystone Nominees shall be Xxxxxxx X. Xxxxx and Xxxxxx Xxxxxxx. (c) At the Effective Date, the Board shall be comprised of seven members. (d) The Company covenants and agrees with each of the Principal Stockholders that, for so long as such Principal Stockholder has the right to designate MGU HoldCo, together with its Shareholder Affiliate Transferees, beneficially owns at least one (1) director pursuant to Section 2(a) or Section 2(b), the Board shall be divided in three classes designated Class I, Class II and Class III, with each director serving a three-year term and one class being elected at each year’s annual meeting 50% of stockholders of the Company. The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders of the Company after the Effective Date, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders of the Company after the Effective Date and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders of the Company after the Effective Date. The initial Clearlake Nominees shall be assigned to each class as follows: Xxxxxxx Xxxxxxxx shall serve in Class I, Xxxxx Xxxxxxx shall serve in Class II, and Xxxx X. Xxxxxxxxx shall serve in Class III. The initial Keystone Nominees shall be assigned to Class II and Class III as follows: Xxxxxx Xxxxxxx shall serve in Class II and Xxxxxxx X. Xxxxx shall serve in Class IIIits MGU HoldCo Initial Shares. (eb) No reduction in the number of shares of Common Stock over which a Principal Stockholder and its respective Affiliates retain voting control Shares that each Shareholder beneficially owns shall shorten the term of any incumbent directorDirector. (fc) In the event that any Nominee shall cease to serve for any reasonreason during a term, the Principal Stockholder Shareholder that nominated such Nominee shall be entitled to designate such person’s successor in accordance with this Agreement (regardless of the Principal Stockholdersuch Shareholder’s Beneficial Ownership in the Company beneficial ownership of Common Shares at the time of such vacancy) and the Board shall promptly fill the vacancy with such successor Nominee (Nominee; it being understood that any such Nominee designee shall serve the remainder of the term of the director Director whom such Nominee designee replaces). (gd) If a Nominee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee Nominee, failure to be elected or for other another reason is unavailable or unable to serve on the Board, the Principal Stockholder that nominated such Nominee applicable Shareholder shall be entitled to designate promptly another Nominee and Nominee, the director Director position for which the original Nominee was nominated shall not be filled pending such designationdesignation and the Company shall use commercially reasonable efforts and consistent with NYSE corporate governance standards to cause the Board to promptly fill the vacancy with such successor Nominee. (he) The parties acknowledge that, as at the IPO Effective Date, the Company shall use its best efforts constitutes a ‘foreign private issuer’ under U.S. federal securities law. Notwithstanding the previous sentence, the Company intends for the Board and any committee thereof to maintain the corporate governance and independence standards applicable to a ‘U.S. issuer,’ including any associated independence requirements with the composition of the Board and any committee thereof. At such times as the Company is required by applicable law or NYSE listing standards to have a majority of the Board comprised of Independent Directors (subject in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory each case to each any applicable phase-in periods), the Nominees of the Principal Stockholders Shareholders shall include persons that qualify as Independent Directors under applicable law and NYSE listing standards such that, together with any other Independent Directors then serving on the Board that are not Nominees, the Board, and any committee thereof, is comprised of a majority of Independent Directors ; provided that the Principal Shareholders agree to consult with each other and the Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws (each as may be further amended, supplemented or waived Company in accordance with its terms) shall at all times provide for indemnification, exculpation and advancement of expenses good faith to the fullest extent permitted under applicable lawdetermine how best to satisfy such Independent Directors requirements.

Board Nomination Rights. (a) 6.2.1 The Company covenants and agrees with Clearlake Sponsor that, on and after the Effective Closing Date, at every meeting of 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, ClearlakeSponsor, together with its Affiliates, shall have the right, but not the obligation, to appoint designate for appointment or nominate nomination for election to the Board, as applicable, a number of representatives equal to (such persons, the “Clearlake NomineesSponsor Designees”): (i) four (4) directors so long as Sponsor (together with its Affiliates) Beneficially Owns at least forty percent (40%) of the then outstanding Common Stock; (ii) three (3) directors so long as Clearlake Sponsor (together with its Affiliates) Beneficially Owns at least thirty percent (30%) of the then outstanding Common Stock; (iiiii) two (2) directors so long as Clearlake Sponsor (together with its Affiliates) Beneficially Owns at least twenty percent (20%) of the then outstanding Common Stock; and (iiiiv) one (1) director so long as Clearlake Sponsor (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the then outstanding Common Stock. At Commencing on the Effective Date, the initial Clearlake Nominees shall be Xxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx. first date on which Sponsor (b) The Company covenants and agrees with Keystone that, on and after the Effective Date, at every meeting of 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, Keystone, together with its Affiliates) Beneficially Owns less than ten percent (10%) of the then outstanding Common Stock, Sponsor will no longer have any rights to designate any directors for appointment or nomination for election to the Board by the Company or the Board; provided, however, that so long as Sponsor (together with its Affiliates) Beneficially Owns at least five percent (5%) of the then outstanding Common Stock, Sponsor shall have the right, but not the obligation, to appoint or nominate for election to the Board, as applicable, a number of representatives equal to (such persons, the “Keystone Nominees” and together with the Clearlake Nominees, the “Nominees”): (i) three (3) directors so long as Keystone (together with its Affiliates) Beneficially Owns at least thirty percent (30%) of the then outstanding Common Stock; (ii) two (2) directors so long as Keystone (together with its Affiliates) Beneficially Owns at least twenty percent (20%) of the then outstanding Common Stock; and (iii) one (1) director so long as Keystone (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the then outstanding Common StockBoard observer. At the Effective Closing Date, the initial Keystone Nominees Sponsor directors shall be Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxxx X. Xxxxx and Xxxxxx Xxxxxxx. Xxxx Xxxxxxxxx (c) the “Initial Sponsor Nominees”). At the Effective Date, the Board shall be comprised of seven members. (d) The Company covenants and agrees with each of the Principal Stockholders that, for so long as such Principal Stockholder has the right to designate all times at least one (1) Sponsor director pursuant must be qualified to Section 2(a) or Section 2(b), the Board shall be divided in three classes designated Class I, Class II and Class III, with each director serving serve as a three-year term and one class being elected at each year’s annual meeting of stockholders member of the Company. The term ’s audit committee and be independent under the NYSE listing standards and in accordance with the requirements of office Rule 10A-3 under the Securities Exchange Act of the initial Class I directors shall expire at the first annual meeting of stockholders of the Company after the Effective Date, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders of the Company after the Effective Date and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders of the Company after the Effective Date. The initial Clearlake Nominees shall be assigned to each class as follows: Xxxxxxx Xxxxxxxx shall serve in Class I, Xxxxx Xxxxxxx shall serve in Class II, and Xxxx X. Xxxxxxxxx shall serve in Class III. The initial Keystone Nominees shall be assigned to Class II and Class III as follows: Xxxxxx Xxxxxxx shall serve in Class II and Xxxxxxx X. Xxxxx shall serve in Class III1934. (e) 6.2.2 No reduction in the number of shares of Common Stock over which a Principal Stockholder Sponsor or the SPAC Sponsor or its and its their respective Affiliates retain voting control shall shorten the term of any incumbent director. (f) In the event that any Nominee shall cease to serve for any reason, the Principal Stockholder that nominated such Nominee shall be entitled to designate such person’s successor in accordance with this Agreement (regardless of the Principal Stockholder’s Beneficial Ownership in the Company at the time of such vacancy) and the Board shall promptly fill the vacancy with such successor Nominee (it being understood that any such Nominee shall serve the remainder of the term of the director whom such Nominee replaces). (g) If a Nominee is not appointed or elected to the Board 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, the Principal Stockholder that nominated such Nominee shall be entitled to designate promptly another Nominee and the director position for which the original Nominee was nominated shall not be filled pending such designation. (h) The Company shall use its best efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to each of the Principal Stockholders and the Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws (each as may be further amended, supplemented or waived in accordance with its terms) shall at all times provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law.