Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) No later than thirty (30) days after the Closing, the Company shall increase the number of directors of the Board in accordance with Article III, Section 2 of the Bylaws to seven (7) directors and elect to the Board of Directors of the Company (the “Board”) one (1) individual nominee (the “Security Holder Nominee”) designated by Xxxxxx X. Xxxxxxxx, as the representative of the Security Holders for purposes of this Agreement (the “Security Holder Representative”), to fill the vacancy created by increasing the size of the Board; provided, however, that no such election of a Security Holder Nominee shall be required if the Board reasonably determines in good faith, after consultation with outside legal counsel, that such Security Holder Nominee (i) has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, (ii) is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, (iii) does not meet the applicable independence standards required by the listing rules of the New York Stock Exchange, and/or (iv) does not have the requisite skill and experience to serve as a director of a publicly-traded company (as such requisite skill and experience is assessed by the Nominating and Corporate Governance Committee), in which case the Security Holder Representative shall withdraw the designation of such Security Holder Nominee and shall designate another individual as a Security Holder Nominee, which replacement will also be subject to the requirements of this Section 2.1(a). The Security Holders will take all necessary action to cause any Security Holder Nominee to consent to such reference and background checks and to provide such information (including information necessary to determine such Security Holder Nominee’s independence status as well as information necessary to determine any disclosure obligations of the Company) as the Board or its Nominating and Corporate Governance Committee may reasonably request in connection with the Company’s disclosure obligations or in connection with the Company’s legal, regulatory or stock exchange requirements (collectively, the “Nomination Information”), which requests shall be of the same type and scope as the Company requests of all other nominees to the Board. As of the date of this Agreement, the Security Holder Representative has designated Gerald R. Forsythe as the initial Security Holder Nominee, and the Company has determined that such Security Holder Nominee satisfies the requirements of this Section 2.1(a).

Board Nomination Rights. (a) No later than thirty (30) days after On or prior to the Closingdate of this Agreement, the Company shall increase the number of directors of the Board in accordance with Article III, III Section 2 of the Bylaws to seven twelve (712) directors and elect to the Board of Directors of the Company (the “Board”) one three (13) individual nominee nominees designated by the Sponsor Designator (the “Security Holder Nominee”) designated by Xxxxxx X. Xxxxxxxx, as the representative of the Security Holders for purposes of this Agreement (the “Security Holder RepresentativeSponsor Nominees”), to fill the vacancy created by increasing the size of the Board; provided, however, that no such election of a Security Holder particular Sponsor Nominee shall be required if the Board reasonably determines in good faith, after consultation with outside legal counsel, that such Security Holder Sponsor Nominee (i) has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, (ii) Act or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, (iii) does not meet the applicable independence standards required by the listing rules of the New York Stock Exchange, and/or (iv) does not have the requisite skill and experience to serve as a director of a publicly-traded company (as such requisite skill and experience is assessed by the Nominating and Corporate Governance Committee), in which case the Security Holder Representative Sponsor Designator shall withdraw the designation of such Security Holder Sponsor Nominee and shall designate another individual as a Security Holder Sponsor Nominee, which replacement will also be subject to the requirements of this Section 2.1(a). The Security Holders Sponsor Stockholders will take all necessary action to cause any Security Holder Sponsor Nominee to consent to such reference and background checks and to provide such information (including information necessary to determine such Security Holder Sponsor Nominee’s independence status as well as information necessary to determine any disclosure obligations of the Company) as the Board or its Nominating and Corporate Governance Committee may reasonably request in connection with the Company’s disclosure obligations or in connection with the Company’s legal, regulatory or stock exchange requirements (collectively, the “Nomination Information”), which requests shall be of the same type and scope as the Company requests of all other nominees to the Board. As of the date of this Agreement, the Security Holder Representative Sponsor Designator has designated Gerald R. Forsythe Xxxxx Xxxxx, Xxxxxxx Xxxx and Xxxx Xxxxxxxxx as the initial Security Holder NomineeSponsor Nominees, and the Company has determined that such Security Holder Nominee satisfies Sponsor Nominees satisfy the requirements of this Section 2.1(a).

Board Nomination Rights. (a) No later than thirty (30) days after the Closing, the Company shall increase the number of directors of the Board in accordance with Article III, Section 2 of the Bylaws to seven (7) directors and elect to the Board of Directors of the Company (the “"Board”") one (1) individual nominee (the “"Security Holder Nominee”") designated by Xxxxxx X. XxxxxxxxGerald R. Forsythe, as the representative of the Security Holders for purposes of this Agreement (the “"Security Holder Representative”"), to fill the vacancy created by increasing the size of the Board; provided, however, that no such election of a Security Holder Nominee shall be required if the Board reasonably determines in good faith, after consultation with outside legal counsel, that such Security Holder Nominee (i) has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, (ii) is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, (iii) does not meet the applicable independence standards required by the listing rules of the New York Stock Exchange, and/or (iv) does not have the requisite skill and experience to serve as a director of a publicly-traded company (as such requisite skill and experience is assessed by the Nominating and Corporate Governance Committee), in which case the Security Holder Representative shall withdraw the designation of such Security Holder Nominee and shall designate another individual as a Security Holder Nominee, which replacement will also be subject to the requirements of this Section 2.1(a). The Security Holders will take all necessary action to cause any Security Holder Nominee to consent to such reference and background checks and to provide such information (including information necessary to determine such Security Holder Nominee’s 's independence status as well as information necessary to determine any disclosure obligations of the Company) as the Board or its Nominating and Corporate Governance Committee may reasonably request in connection with the Company’s 's disclosure obligations or in connection with the Company’s 's legal, regulatory or stock exchange requirements (collectively, the “"Nomination Information”"), which requests shall be of the same type and scope as the Company requests of all other nominees to the Board. As of the date of this Agreement, the Security Holder Representative has designated Gerald R. Forsythe as the initial Security Holder Nominee, and the Company has determined that such Security Holder Nominee satisfies the requirements of this Section 2.1(a).

Board Nomination Rights. (a) No later The Company agrees to appoint the two initial Bain Designees selected in accordance with Section 4.07(c) to the Board of Directors (one Bain Designee to be appointed as a Class II director with term expiring at the 2021 annual meeting of the Company’s stockholders and the other Bain Designee to be appointed as a Class III director with term expiring at the 2022 annual meeting of the Company’s stockholders) 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 such individuals as soon as practicable after the Closing. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which a Bain Designee’s term as a director expires (or, if the stockholders of the Company fail to elect a Bain Designee standing for election to the Board of Directors, the next meeting of the Company’s stockholders at which directors are nominated for election following the expiration of such Bain Designee’s term) a nominee of the Purchaser. The Purchaser shall have a right to nominate two members to the Board of Directors for so long as the Xxxx Group collectively Beneficially Owns a number of shares of Company Common Stock equal to or greater than thirty (30) days the Tier I Minimum Ownership Threshold and shall have the right to nominate one member to the Board of Directors for so long as the Xxxx Group collectively Beneficially Owns a number of shares of Company Common Stock that is less than Tier I Minimum Ownership Threshold but equal to or greater than the Tier II Minimum Ownership Threshold. The Purchaser shall not have a right to nominate any member to the Board of Directors during any such time as the Xxxx Group’s collective Beneficially Ownership of Company Common Stock is less than the Tier II Minimum Ownership Threshold. Upon ceasing to satisfy the Tier I Minimum Ownership Threshold or the Tier II Minimum Ownership Threshold, as applicable, the Purchaser shall cause the applicable Bain Designee to offer his or her resignation to the Board of Directors and upon taking office each Bain Designee shall execute an irrevocable resignation effective upon acceptance by the Board of Directors under such circumstances. Further, after the Closing, the Company shall increase appoint the number of directors Bain Affiliated Directors to the committees and sub-committees of the Board of Directors in accordance with Article III, Section 2 the discretion of the Bylaws Board of Directors. At any time when the Purchaser is entitled to seven (7) directors and elect nominate a member of the Board of Directors, the Purchaser may, in its sole discretion, appoint a Bain Designee as an observer to the Board of Directors (in lieu of the Company (the “Board”) one (1) individual nominee (the “Security Holder Nominee”) designated by Xxxxxx X. Xxxxxxxx, as the representative of the Security Holders for purposes of this Agreement (the “Security Holder Representative”), to fill the vacancy created by increasing the size of the Board; provided, however, that no such election of nominating a Security Holder Nominee shall be required if the Board reasonably determines in good faith, after consultation with outside legal counsel, that such Security Holder Nominee (i) has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, (ii) is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, (iii) does not meet the applicable independence standards required by the listing rules of the New York Stock Exchange, and/or (iv) does not have the requisite skill and experience to serve as a director of a publicly-traded company (as such requisite skill and experience is assessed by the Nominating and Corporate Governance Committee), in which case the Security Holder Representative shall withdraw the designation of such Security Holder Nominee and shall designate another individual as a Security Holder Nominee, which replacement will also be subject to the requirements of this Section 2.1(a). The Security Holders will take all necessary action to cause any Security Holder Nominee to consent to such reference and background checks and to provide such information (including information necessary to determine such Security Holder Nominee’s independence status as well as information necessary to determine any disclosure obligations of the Company) as the Board or its Nominating and Corporate Governance Committee may reasonably request in connection with the Company’s disclosure obligations or in connection with the Company’s legal, regulatory or stock exchange requirements (collectively, the “Nomination Information”), which requests shall be of the same type and scope as the Company requests of all other nominees to the Board. As of the date of this Agreement, the Security Holder Representative has designated Gerald R. Forsythe as the initial Security Holder Nominee, and the Company has determined that such Security Holder Nominee satisfies the requirements of this Section 2.1(adirector).

Board Nomination Rights. (a) No later than thirty (30) days after the Closing, the Company shall increase the number of directors of the Board in accordance with Article III, Section 2 of the Bylaws to seven (7) directors and elect to the Board of Directors of the Company (the “Board”) one (1) individual nominee (the “Security Holder Nominee”) designated by Xxxxxx X. Xxxxxxxx, as the representative of the Security Holders for purposes of this Agreement (the “Security Holder Representative”), to fill the vacancy created by increasing the size of the Board; provided, however, that no such election of a Security Holder Nominee shall be required if the Board reasonably determines in good faith, after consultation with outside legal counsel, that such Security Holder Nominee (i) has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, (ii) is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, (iii) does not meet the applicable independence standards required by the listing rules of the New York Stock Exchange, and/or (iv) does not have the requisite skill and experience to serve as a director of a publicly-traded company (as such requisite skill and experience is assessed by the Nominating and Corporate Governance Committee), in which case the Security Holder Representative shall withdraw the designation of such Security Holder Nominee and shall designate another individual as a Security Holder Nominee, which replacement will also be subject to the requirements of this Section 2.1(a). The Security Holders will take all necessary action to cause any Security Holder Nominee to consent to such reference and background checks and to provide such information (including information necessary to determine such Security Holder Nominee’s independence status as well as information necessary to determine any disclosure obligations of the Company) as the Board or its Nominating and Corporate Governance Committee may reasonably request in connection with the Company’s disclosure obligations or in connection with the Company’s legal, regulatory or stock exchange requirements (collectively, the “Nomination Information”), which requests shall be of the same type and scope as the Company requests of all other nominees to the Board. As of the date of this Agreement, the Security Holder Representative has designated Gerald R. Forsythe Xxxxxx X. Xxxxxxxx as the initial Security Holder Nominee, and the Company has determined that such Security Holder Nominee satisfies the requirements of this Section 2.1(a).