Common use of Composition of Board Clause in Contracts

Composition of Board. (i) The Company’s Board shall consist of up to eleven (11) directors with the composition as follows: (i) the Founder shall have right to appoint, remove and replace six (6) directors; and (ii) each of Tiger Fund, Eastern Bell, Genesis Capital, Tencent and YF Capital shall have right to appoint, remove and replace one (1) director (each a “Investor Director”; collectively the “Investor Directors”), so long as they continue to hold shares in the Company. (ii) Each of Tembusu, Shell, Skycus, CSRF, CIC and the Series F Lead Investor shall have right to appoint, remove and replace one (1) observer (each an “Observer”; collectively the “Observers”), so long as they continue to hold shares in the Company. The Observers shall be entitled to attend all meetings of the Board and all of the Subsidiary Board (as defined below) (including in-person meetings or, in lieu of in-person meetings, execution of Board resolutions by remotely exchanging signatures) in a non-voting capacity, receive copies of materials and minutes for the meetings of the Board (including notices, proposals and resolutions for the meetings of the Board), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings of the Board of the Company. (iii) Upon request of any Investor Director, subject to applicable Laws, each Group Company shall, and the Parties hereto shall, as soon as possible, cause each Group Company to, (i) have a board of directors or similar governing body (the “Subsidiary Board”), (ii) the authorized size of each Subsidiary Board at all times be the same authorized size as the Board, and (iii) the composition of each Subsidiary Board at all times consist of the same persons as directors as those then on the Board of the Company. (iv) The quorum necessary for the transaction of the business of the directors may be fixed by the Board, and unless so fixed, the quorum shall be a majority of directors then in office (including all Investor Directors).

Composition of Board. (i) The Company’s Board shall consist of up to eleven (11) directors with the composition as follows: (i) the Founder shall have right to appoint, remove and replace six (6) directors; and (ii) each of Tiger Fund, Eastern Bell, Genesis Capital, Tencent the Purchasers and YF Capital shall have right to appoint, remove and replace one (1) director (each a “Investor Director”; collectively the “Investor Directors”)Willxxxx xxxee that, so long as they continue the Voting Agreement set forth in this Section remains in effect, each of them shall take all action necessary from time to hold shares in time (including, without limitation, the voting of securities of the Company. (ii, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board, the waiving of notice and attendance at meetings) Each of Tembusu, Shell, Skycus, CSRF, CIC and to maintain the Series F Lead Investor shall have right to appoint, remove and replace one (1) observer (each an “Observer”; collectively the “Observers”), so long as they continue to hold shares in the Company. The Observers shall be entitled to attend all meetings membership of the Board and all as follows: (a) The chief executive officer of the Subsidiary Board (Company shall serve as defined below) (including in-person meetings or, in lieu of in-person meetings, execution of Board resolutions by remotely exchanging signatures) in a non-voting capacity, receive copies of materials and minutes for the meetings of the Board (including notices, proposals and resolutions for the meetings of the Board), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings of the Board director of the Company.; (iiib) Upon request As long as it owns stock of any Investor Directorthe Company, subject American Healthcare Fund II, L.P. shall have the right to applicable Lawsdesignate one person to serve as a director of the Company; (c) As long as either Mattxxx Xxxxxxxxx ("Xackxxxxx") xr Robexx Xxxxxxx ("Xhepxxx") xwns stock of the Company, Mackxxxxx xxx Shepxxx xxxll each Group Company shall, and have the Parties hereto shall, right to designate one person to serve as soon as possible, cause each Group Company to, a director of the Company; and (id) have a board The remaining directors shall be designated by the unanimous consent of the directors or similar governing body designated under clause (the “Subsidiary Board”a), (iib) and (c) of this Section 9. 1. The person or persons entitled to name a director pursuant to clause (b), (c) or (d) of this Section 9.1, as the authorized size case may be, are referred to in this Section as the "Principals" with respect to that director. Notwithstanding the foregoing, the right of each Subsidiary Board at all times be the same authorized size as the Board, and Principal to name a director pursuant to clause (iiib) the composition of each Subsidiary Board at all times consist or (c) above shall terminate if such Principal owns Shares equivalent to less than fifty percent (50%) of the same persons aggregate number of Shares held by such Principal (Preferred Stock being counted as directors as those then on if converted to Common Stock) immediately after the Board last Closing pursuant to Section 2.1 or 2.3 of the Companythis Agreement. (iv) The quorum necessary for the transaction of the business of the directors may be fixed by the Board, and unless so fixed, the quorum shall be a majority of directors then in office (including all Investor Directors).

Composition of Board. (ia) The Company’s initial members of the Board shall consist of up to eleven (11) directors with the composition be appointed as follows: : (i) the Founder Board agrees to nominate and the Holders agree to appoint ten (10) directors designated by UST Vehicle, no more than five of whom shall have right been directors of General Motors Corporation immediately prior to appoint, remove and replace six (6) directors; and (ii) each the date of Tiger Fund, Eastern Bell, Genesis Capital, Tencent and YF Capital shall have right to appoint, remove and replace one (1) director (each a “Investor Director”; collectively the “Investor Directors”), so long as they continue to hold shares in the Company.this Agreement; (ii) Each of Tembusu, Shell, Skycus, CSRF, CIC the Board agrees to nominate and the Series F Lead Investor shall have right Holders agree to appoint, remove and replace appoint one director designated by Canada (1) observer (each an “Observer”; collectively the “Observers”), so long as they continue to hold shares in the Company. The Observers which director shall be entitled to attend all meetings of Independent (as defined below)); (iii) the Board agrees to nominate and all of the Subsidiary Board Holders agree to appoint one director designated by the VEBA (which director shall be Independent (as defined below) (including in-person meetings or, in lieu of in-person meetingsif not Independent, execution of Board resolutions approved by remotely exchanging signatures) in a non-voting capacityUST Vehicle, receive copies of materials and minutes for the meetings of the Board (including notices, proposals and resolutions for the meetings of the Boardwhich approval shall not be unreasonably withheld), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings of the Board of the Company. (iii) Upon request of any Investor Director, subject to applicable Laws, each Group Company shall, and the Parties hereto shall, as soon as possible, cause each Group Company to, (i) have a board of directors or similar governing body (the “Subsidiary Board”), (ii) the authorized size of each Subsidiary Board at all times be the same authorized size as the Board, and (iii) the composition of each Subsidiary Board at all times consist of the same persons as directors as those then on the Board of the Company.; and (iv) The quorum necessary for the transaction Board agrees to nominate and the Holders agree to appoint the Chief Executive Officer as a director of the business Corporation. (b) The Holders agree that at all times prior to termination of this Agreement, at least two-thirds of the directors may of the Corporation shall be fixed required to be determined by the BoardBoard to be independent of the Corporation within the meaning of Rule 303A.02 of New York Stock Exchange Listed Company Manual (or any successor provision) (“Independent”), and unless so fixedwhether or not any of the shares of Common Stock are then listed on the New York Stock Exchange. (c) The nominees to stand for election at any time at which the Corporation’s stockholders shall have the right to, or shall, vote for or consent in writing to the quorum election of directors of the Corporation (whether at an annual meeting of the Corporation’s stockholders, a special meeting of the Corporation’s stockholders called for the purpose of electing directors of the Corporation or at each adjourned or postponed meeting) shall be a majority nominated by the Board in accordance with the bylaws of directors then in office (including all Investor Directors)the Corporation and Sections 2.3 and 2.4 hereof.

Composition of Board. Until the closing of the Initial Public Offering, the Stockholders and the Investors each hereby agree to take any and all action necessary (including, without limitation, voting their shares of Voting Stock, executing and delivering written consents of stockholders, and calling and attending stockholders’ meetings) to cause the Board to be comprised as follows: (a) The number of directors on the Board shall be not more than nine, and such directors shall consist of: (i) so long as Weston Presidio Capital IV, L.P., Weston Presidio Capital III, L.P., WPC Entrepreneur Fund, L.P. or WPC Entrepreneur Fund II, L.P. or any of their respective Affiliates or partners collectively hold at least 25% of the shares of Class C Common Stock purchased under the Class C Purchase Agreement (as adjusted for any stock splits, combinations, reclassifications or other similar events) one representative designated in writing by Weston Presidio, which designee shall initially be Xxxxxxx X. Xxxxxxx (the “Investor Director”). Notwithstanding the foregoing, if Weston Presidio is no longer entitled to designate a director to the Board pursuant to this subsection (i), so long as Weston Presidio Capital IV, L.P., Weston Presidio Capital III, L.P., WPC Entrepreneur Fund, L.P. or WPC Entrepreneur Fund II, L.P. or any of their respective Affiliates or partners collectively continue to own any of the shares of Class C Common Stock purchased under the Class C Purchase Agreement, Weston Presidio shall have the right to appoint a non-voting observer to attend all meetings of the Board. The Company’s Company shall provide any Weston Presidio observer with copies of all notices, minutes, consents and other materials that it provides to members of the Board at the same time that such notices, minutes, consents and other materials are provided to members of the Board. (ii) two representatives, one designated in writing by each of the Management Stockholders (the “Management Directors”), which designees shall consist of up to eleven (11) directors with the composition initially be Xxxxxxx and Mendello; provided, however, that at such time as follows: a Management Stockholder (i) ceases for any reason to be an employee of the Founder Company, or (ii) is employed by, consulting for, or on the board of directors of a Company Competitor or otherwise directly or indirectly in competition with the Company, or (iii) either makes a Voluntary Transfer (other than to Permitted Transferees) or an Involuntary Transfer of all of his shares of Common Stock, such Management Stockholder shall have right no longer be entitled to appointserve as a member of the Board or designate a Management Director; provided further, remove that (i) so long as Xxxxxxx continues to hold the offices of chief executive officer and replace six (6) directors; Chairman of the Board of the Company, he shall be entitled to designate both Management Directors in the event that Mendello is no longer entitled to designate a Management Director and (ii) so long as Xxxxxxx continues to serve the Company during the Consulting Period, as defined in his Employment Agreement with the Company dated as of January 1, 1997 he shall be entitled to designate one Management Director. (iii) the remaining individuals designated in writing by the holders of at least a majority of the Class A Common Stock then outstanding and a majority of the Class C Common Stock then outstanding (voting together as a class), which designees shall initially be Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxx Arbiter, and Xxxx Xxxxxxxx (collectively, the “Outside Directors”); provided, however, that each of Tiger FundServco California, Eastern BellInc. and its Affiliates, Genesis CapitalYamano Music Co., Tencent Ltd. and YF Capital shall have right to appointits Affiliates, remove and replace one (1) director Kanda Shokai Corporation and its Affiliates (each a “Investor Director”; collectively the “Investor DirectorsCorporate Holder”), so long as they it and its Affiliates continue to hold shares in the Company. (ii) Each of Tembusu, Shell, Skycus, CSRF, CIC and the Series F Lead Investor shall have right to appoint, remove and replace one (1) observer (each an “Observer”; collectively the “Observers”), so long as they continue to hold shares in the Company. The Observers shall be entitled to attend all meetings own five percent or more of the Board and all of the Subsidiary Board (as defined below) (including in-person meetings or, in lieu of in-person meetings, execution of Board resolutions by remotely exchanging signatures) in a non-voting capacity, receive copies of materials and minutes for the meetings of the Board (including notices, proposals and resolutions for the meetings of the Board), and raise suggestions and inquiries regarding the proposals to be reviewed and approved at the meetings of the Board then outstanding Class A Common Stock of the Company. (iii) Upon request of any Investor , may designate one Outside Director,, subject to applicable Lawswhich designees shall initially be Xxxx Xxxxxxxx, each Group Company shallXxxxxxxxx Xxxxxx, and Xxxxxxxx Xxxxxx, respectively; provided further, that each of the Parties hereto shall, as soon as possible, cause each Group Company to, Outside Directors and the individuals nominated by a Corporate Holder shall (i) have business or financial experience commensurate with serving as a board director of directors or similar governing body (the “Subsidiary Board”)a manufacturing business, (ii) the authorized size be a director or officer of each Subsidiary Board at all times be the same authorized size as the Boardsuch Corporate Holder, and (iii) the composition of each Subsidiary Board at all times consist of the same persons as directors as those then not be (A) employed by, consulting or on the Board board of directors of a Company Competitor or otherwise directly or indirectly in competition with the CompanyCompany and/or (B) management or Affiliates of management. (ivb) The quorum necessary for Any director who is elected to the transaction Board pursuant to a designation under Section 5.1 (a), may be removed from the Board only upon the request of the business Person(s) entitled to designate such director by vote of at least the directors may be fixed by number of shares required to elect such director. In the event that a director resigns, is removed from, or otherwise ceases to serve on, the Board, and unless so fixedfor whatever reason, the quorum vacancy shall be filled with an individual designated in accordance with the provisions of Section 5.1 (a). The Stockholders and the Investors hereby agree to call and attend a majority special stockholders meeting and to vote their shares of Voting Stock at such meeting, or to execute a written consent of stockholders in order to effect the provisions of this Section 5. (c) Until the closing of the Initial Public Offering and provided that Weston Presidio and the Management Stockholders continue to have the right to designate directors then pursuant to subsections (a)(i) and (a)(ii) hereof, the Audit Committee of the Board and the Compensation Committee of the Board shall be comprised of the Investor Director, two Management Directors and one Outside Director. Until the closing of the Initial Public Offering, the Board shall not make a broad delegation of its authority to any committee but may establish committees for specific purposes (such as a pricing committee with respect to a public offering.) (d) The Company agrees to reimburse the Investor Director for reasonable travel and out-of-pocket expenses incurred in office (including all Investor Directors)connection with attending Board and Committee meetings.