Common use of COMPOSITION OF BOARDS Clause in Contracts

COMPOSITION OF BOARDS. 5.1 Holdings undertakes and agrees subject to Clause 6.3 that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three Directors (one of which shall be an Independent Director) nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2. 5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause 4.1 or Clause 4.2 (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom. 5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee under the Share Trust Deed, it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Holdings so as to procure that the Board of Directors of Holdings comprises at all times at least three Directors nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2.

COMPOSITION OF BOARDS. 5.1 Holdings undertakes and agrees subject to Clause 6.3 that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Memorandum and Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three two Directors (one of which shall be an Independent Director) nominated by the Corporate Services Provider, pursuant to Clause Clauses 4.1 or Clause 4.24.2 above. 5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause Clauses 4.1 or Clause 4.2 above (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom. 5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee under the Share Trust Deed, it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Memorandum and Articles of Association of Holdings so as to procure that the Board of Directors of Holdings comprises at all times at least three two Directors nominated by the Corporate Services Provider, pursuant to Clause Clauses 4.1 or Clause 4.24.2 above.

COMPOSITION OF BOARDS. 5.1 Holdings undertakes and agrees subject to Clause 6.3 (Nomination of Directors After Service of a Note Acceleration Notice) that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Memorandum and Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three two Directors (one of which shall be an Independent Director) nominated by the Corporate Services Provider, pursuant to Clause Clauses 4.1 or Clause 4.24.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice). 5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause Clauses 4.1 or Clause 4.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice) (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom. 5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee under the Share Trust Deed, it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Memorandum and Articles of Association of Holdings so as to procure that the Board of Directors of Holdings comprises at all times at least three two Directors nominated by the Corporate Services Provider, pursuant to Clause Clauses 4.1 or Clause 4.24.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice).

COMPOSITION OF BOARDS. 5.1 Holdings undertakes and agrees subject to Clause 6.3 that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three two Directors (one of which shall be an Independent Director) nominated by the Corporate Services Provider, pursuant to Clause Clauses 4.1 or Clause 4.24.2 above. 5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause Clauses 4.1 or Clause 4.2 above (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom. 5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee under the Share Trust Deed, it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Holdings so as to procure that the Board of Directors of Holdings comprises at all times at least three two Directors nominated by the Corporate Services Provider, pursuant to Clause Clauses 4.1 or Clause 4.24.2 above.

COMPOSITION OF BOARDS. 5.1 Holdings undertakes and agrees subject to Clause 6.3 that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three Directors (one of which shall be an Independent Director) nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2. 5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause 4.1 or Clause 4.2 (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom. 5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee under the Share Trust Deed, it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Holdings so as to procure that the Board of Directors of Holdings comprises at all times at least three Directors nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2.

COMPOSITION OF BOARDS. COPY 5.1 Holdings undertakes and agrees subject to Clause 6.3 that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three Directors (one of which shall be an Independent Director) nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2. 5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause 4.1 or Clause 4.2 (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom. 5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee under the Share Trust Deed, it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Holdings so as to procure that the Board of Directors of Holdings comprises at all times at least three Directors nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2.

COMPOSITION OF BOARDS. 5.1 Holdings SPV undertakes and agrees subject to Clause 6.3 that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three Directors agrees: (one of which shall be an Independent DirectorA) nominated by the Corporate Services Provider, pursuant to Clause 4.1 or Clause 4.2. 5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause 4.1 or Clause 4.2 (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom. 5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee trustee under the Share First Declaration of Trust Deedand the Second Declaration of Trust and subject to Clause 4.4, that it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Articles of Association of Holdings so as to procure that the Board board of Directors directors of Holdings the Ninth Issuer comprises at all times one nominee of ANPLC (provided that ANPLC shall have nominated a person to such office) and two nominees of SPV, as provided under Clause 3.1; and (B) to procure that, subject to his duties under the First Declaration of Trust and the Fourteenth Declaration of Trust, Martin McDermott (and any successor shareholder) shaxx xxxxxxxx xxx rights as a shareholder of Holdings and the Ninth Issuer and all rights and powers vested in him under the Articles of Association of Holdings and the Ninth Issuer so as to procure that the board of directors of the Ninth Issuer comprises at least three Directors all times one nominee of ANPLC (provided that ANPLC shall have nominated by the Corporate Services Providera person to such office) and two nominees of SPV, pursuant to as provided under Clause 4.1 or Clause 4.23.1.

COMPOSITION OF BOARDS. 5.1 Holdings undertakes and agrees subject to Clause 6.3 (Nomination of Directors After Servic e of a Note Acceleration Notice) that it shall exercise its rights as a shareholder of the Issuer and all rights and powers vested in it under the Memorandum and Articles of Association of the Issuer so as to procure that the Board of Directors of the Issuer comprises at all times at least three two Directors (one of which shall be an Independent Director) nominated by the Corporate Services Provider, pursuant to Clause Clauses 4.1 or Clause 4.24.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice). 5.2 In respect of the Issuer and Holdings, the Corporate Services Provider shall procure that at all times all of the Directors nominated by it pursuant to Clause Clauses 4.1 or Clause 4.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice) (as applicable) will be resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax and shall hold all board meetings in the United Kingdom. 5.3 The Share Trustee undertakes and agrees that, subject to its duties and obligations as Share Trustee under the Share Trust Deed, it shall exercise its rights as a shareholder of Holdings and all rights and powers vested in it under the Memorandum and Articles of Association of Holdings so as to procure that the Board of Directors of Holdings comprises at all times at least three two Directors nominated by the Corporate Services Provider, pursuant to Clause Clauses 4.1 or Clause 4.24.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice).