Common use of Board of Directors Representation Clause in Contracts

Board of Directors Representation. (a) Effective upon the acceptance for payment of, and payment for, any Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment and for which payment has been made) and the denominator of which shall be the number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves and their officers, directors and affiliates required by such Section and such Rule.

Board of Directors Representation. From and after the date hereof, each of Xxxxx and any of its affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (a) Effective upon including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the acceptance for payment ofpurpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and payment forshall otherwise take all actions in their capacities as shareholders necessary to ensure that, any Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors Inland consists of six (giving effect 6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to the election of any additional directors pursuant resign or otherwise, it is necessary to this section) and (ii) a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment and for which payment has been made) and the denominator of which shall be the number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing increase the size of the Board of Directors and/or securing in order to permit the resignations of incumbent directors. At Requisite Holders to exercise such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directorsrights), (ii) each board of directors (or similar body) of each Subsidiary for so long as Xxxxx and its Affiliates hold not less than a majority of the Company Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) each committee (or similar body) for so long as there shall be any TCW Sub Notes outstanding and the provisions of each such board. At the request of ParentSECTIONS 5.2, the Company shall take, at its expense, all action required pursuant to Section 14(f) 5.3 and Rule 14(f)-1 9.2 of the Exchange Act and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in order and pursuant to fulfill Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its obligations under this Section 2.03 and own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders take all necessary information action in their capacities as shareholders to comply therewith. Parent cause one of its own designees on the Board to resign from the Board and Merger Subsidiary will supply to ensure that the individual designated for election by the other party is elected to the Company, and will be solely responsible for, all information with respect to themselves and their officers, directors and affiliates required by such Section and such RuleBoard.

Board of Directors Representation. (a) Effective upon the --------------------------------- acceptance for payment of, and payment for, any Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment and for which payment has been made) and the denominator of which shall be the number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves and their officers, directors and affiliates required by such Section and such Rule.

Board of Directors Representation. (a) Effective Subject to compliance with Section 14(f) of the Exchange Act and Rule 14(f)-1 thereunder, effective upon the acceptance for payment of, and payment for, any Shares pursuant to shares of Company Common Stock tendered in the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, Parent representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of Shares shares of Company Common Stock beneficially owned by Parent and/or Merger Acquisition Subsidiary (including Shares Company Common Stock accepted for payment and for which payment has been mademade pursuant to the Offer or purchased and paid for under the Stockholder Agreement) and the denominator of which shall be the number of Shares shares of Company Common Stock then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors of the Company and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Acquisition Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves and themselves, their officers, directors and affiliates and their designees to the Board of Directors of the Company required by such pursuant to Section 14(f) and such RuleRule 14(f)-1 of the Exchange Act.

Board of Directors Representation. From and after the date hereof, each of Holdings, JEDI, the members of the Smitx Xxxup and any of their respective affiliates who hold Voting Stock shall vote their respective shares of voting stock (a) Effective upon including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of the acceptance Issuer called for payment ofthe purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, and payment forshall otherwise take all actions necessary to ensure that (i) the Board consists of six (6) members, any Shares and (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock and the Smitx Xxxup continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its affiliates shall not at such time hold Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the Offerterms of the Series D Preferred Stock. By way of example only, Parent if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to designate such number vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock. Each member of the Smitx Xxxup agrees that it will not vote its respective shares of Common Stock for the election of directors so long as the Smitx Xxxup continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, further, that, notwithstanding the foregoing, if the Smitx Xxxup does not for any reason vote its respective shares of Common Stock for the election of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any additional director elected by holders of Common Stock, in addition to directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment and for which payment has been made) and the denominator of which shall be the number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to that may be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size by holders of the Board of Directors and/or securing Series D Preferred Stock or the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves and their officers, directors and affiliates required by such Section and such RuleSeries E Preferred Stock.

Board of Directors Representation. From and after the date --------------------------------- hereof, each of Holdings, JEDI, the members of the Xxxxx Group and any of their respective affiliates who hold Voting Stock shall vote their respective shares of voting stock (a) Effective upon including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of the acceptance Issuer called for payment ofthe purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, and payment forshall otherwise take all actions necessary to ensure that (i) the Board consists of six (6) members, any Shares and (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock and the Xxxxx Group continues to hold 10% or more of the combined --- outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its affiliates shall not at such time hold Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the Offerterms of the Series D Preferred Stock. By way of example only, Parent if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to designate such number vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock. Each member of the Xxxxx Group agrees that it will not vote its respective shares of Common Stock for the election of directors so long as the Xxxxx Group continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, further, that, notwithstanding the foregoing, if the Xxxxx Group does not for any reason vote its respective shares of Common Stock for the election of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any additional director elected by holders of Common Stock, in addition to directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment and for which payment has been made) and the denominator of which shall be the number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to that may be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size by holders of the Board of Directors and/or securing Series D Preferred Stock or the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves and their officers, directors and affiliates required by such Section and such RuleSeries E Preferred Stock.

Board of Directors Representation. (a) Effective upon Notwithstanding the acceptance for payment ofrights and obligations set forth in Section 3.1, and payment for, any Shares in addition to such rights that may be provided to the Mubadala Investors in respect of their Existing Units pursuant to the OfferSubscription Agreement, Parent upon the occurrence of a Qualified IPO and the exchange of the Notes for Exchange Securities pursuant to Section 5.1, the IPO Entity will, at the option of the Mubadala Investors in their sole discretion, subject to any required regulatory approvals, cause one person nominated by such Mubadala Investors (acting collectively) (the “Board Representative”) to be elected or appointed to its board of directors or, if applicable, the board of directors of its general partner (the “Board of Directors”) (which person shall be entitled subject to designate such number satisfaction of directors, rounded up all legal and governance requirements regarding service as a director of the Board of Directors as required by the applicable securities exchange and/or the Commission and to the next whole numberreasonable approval of the Board of Directors’ nominating committee, if any (such approval not be unreasonably withheld or delayed)). After such appointment, for so long as the Mubadala Investors (together with any of their Affiliates) beneficially own in the aggregate directly or indirectly at least 7.5% of the Units or other common equity interests in the Issuers or Substitute Parent Entities, as the case may be, that are issued and outstanding, calculated on a fully-diluted basis, the IPO Entity will be required, subject to satisfaction of all legal and governance requirements regarding service as a director of the Board of Directors as required by the applicable securities exchange and/or the Commission and to the reasonable approval of the Board of Director’s nominating committee, if any (such approval not be unreasonably withheld or delayed), to serve on recommend to its equity holders the election to the Board of Directors of the Company as Board Representative at the IPO Entity’s annual meeting, if any. If the Mubadala Investors no longer beneficially own in the aggregate (together with any of their Affiliates) the minimum number of securities specified in the prior sentence, the Mubadala Investors will give Merger Subsidiaryhave no further rights under this Section 3.2 and, subject to compliance with Section 14(f) at the written request of the Exchange ActBoard of Directors, representation on shall use all reasonable efforts to cause the Board Representative to resign from the Board of Directors of the Company equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment and for which payment has been made) and the denominator of which shall be the number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. At the request of Parent, the Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the Company, and will be solely responsible for, all information with respect to themselves and their officers, directors and affiliates required by such Section and such Rulepromptly as possible thereafter.