Common use of Designation of Slate Clause in Contracts

Designation of Slate. (a) Any Investors' Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated as provided in this Section 2.03, and any Independent Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Independent Directors (including the Chairman if he or she is an Independent Director). Hexcel's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof), shall nominate each person so designated. The initial Investors' Nominees shall be Xxxxxxx Xxxxx (appointed by GS Capital), and [ ] (appointed by GS Capital) and [ ] (appointed by LXH II). The initial Chairman shall be Xxxx X. Xxx. Upon consummation of the Transactions, the number of directors constituting the entire Board will be fixed at ten and simultaneously herewith a sufficient number of the then serving members of the Board will resign in order to permit the appointment of the initial Investors' Nominees to fill the vacancies thereby created. The remaining members of the Board shall be Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx and one additional Independent Director. (b) The parties hereby agree that for so long as (i) the Investors are permitted to designate three Investors' Directors pursuant to this Agreement, two directors shall be designated by GS Capital and one director shall be designated by LXH II, (ii) the Investors are permitted to designate two Investors' Directors pursuant to this Agreement, one director shall be designated by GS Capital and one director shall be designated by LXH II and (iii) the Investors are permitted to designate one Investors' Director pursuant to this Agreement, that director shall be designated by GS Capital. (c) If, for any reason, all of the Investors' Directors designated by GS Capital pursuant to Section 2.02 and this Section 2.03 are not elected to the Board by stockholders, then Hexcel shall exercise all authority under applicable law to cause any person designated by GS Capital to be elected to the Board, and during any such absence of membership on the Board, Hexcel shall, after receiving notice from GS Capital as to the identity of a representative of GS Capital, (i) permit such representative to attend all Board meetings (other than meetings solely of the Independent Directors) and to the extent contemplated by Section 2.04 all committees thereof as an observer; (ii) provide such representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board (or such committee thereof); (iii) provide such representative with copies of all materials, including notices, minutes and consents, distributed to the members of the Board (or such committee thereof) at the same time as such materials are distributed to such Board (or such committee thereof) and shall permit such representative to have the same access to information concerning the business and operations of Hexcel as such representative would have had as an Investors' Director; and (iv) on a basis consistent with the members of the Board, permit such representative to discuss the affairs, finances and accounts of Hexcel with, and to make proposals and furnish advice with respect thereto, the Board, without voting; provided, in each case, that such representative agrees in writing to maintain the confidentiality of all materials and information provided to him pursuant to this Section 2.03(c) and to return to Hexcel all such materials and information at such time as such representative ceases to act as a representative pursuant to this Section 2.03(c).

Designation of Slate. (a) Any Investors' Investor Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated as provided in this Section 2.03, and any Independent Non-Investor Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Independent Non-Investor Directors (including the Chairman of the Board if he or she is an Independent Director)) except that, to the extent that any such Non-Investor Director nominees are to be appointed by other holders of Voting Securities pursuant to any stockholders agreement existing on the date hereof between Hexcel and such holders of Voting Securities, such nominees shall be designated by such holders in accordance with the terms of such agreement. Hexcel's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof), shall nominate each person so designated. The initial Investors' Investor Nominees shall be Xxxxxxx Xxxxx, Xxxxx (appointed by GS Capital), Xxxxxxxxx and [ ] (appointed by GS Capital) and [ ] (appointed by LXH II). The initial Chairman shall be Xxxx X. Xxx. Upon consummation of the Transactions, the number of directors constituting the entire Board will be fixed at ten and simultaneously herewith a sufficient number of the then serving members of the Board will resign in order to permit the appointment of the initial Investors' Nominees to fill the vacancies thereby createdXxxxx Xxxxxxx. The remaining initial members of the Board shall be Xxxxx X. Xxxxxx, Xxxx X. Xxxxxxx, H. Xxxxxx Xxxxxxx, Xx., Xxxxxx X. Xxxxx, Xxxxxxxx X. XxxxxxXxxxxxxxx, Xxxxx Xxxxx, Xxxxxx X. Xxxxxxx, Small and Xxxxxx X. Xxxxxxx. The initial Chairman of the Board shall be Xxxxx and one additional Independent DirectorX. Xxxxxx. (b) The parties hereby agree that for so long as (i) the Investors are permitted to designate three Investors' Investor Directors pursuant to this Agreement, two directors shall be designated by GS Capital Partners 2000 L.P. ("GS Capital") and one director shall be designated by LXH II, ; (ii) the Investors are permitted to designate two Investors' Investor Directors pursuant to this Agreement, one director shall be designated by GS Capital and one director shall be designated by LXH II II; and (iii) the Investors are permitted to designate one Investors' Investor Director pursuant to this Agreement, that such director shall be designated by GS Capital. (c) If, for any reason, all of the Investors' Investor Directors designated by GS Capital pursuant to Section 2.02 and this Section 2.03 are not elected to the Board by stockholders, then Hexcel shall exercise all authority under applicable law to cause any person designated by GS Capital the Investors to be elected to the Board, and during any such absence of membership on the Board, Hexcel shall, after receiving notice from GS Capital the Investors as to the identity of a representative of GS Capitalthe Investors, (i) permit such representative to attend all Board meetings (other than meetings solely of the Independent Directors) and to the extent contemplated by Section 2.04 all committees thereof as an observer; (ii) provide such representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board (or such committee thereof); (iii) provide such representative with copies of all materials, including notices, minutes and consents, distributed to the members of the Board (or such committee thereof) at the same time as such materials are distributed to such Board (or such committee thereof) and shall permit such representative to have the same access to information concerning the business and operations of Hexcel as such representative would have had as an Investors' Investor Director; and (iv) on a basis consistent with the members of the Board, permit such representative to discuss the affairs, finances and accounts of Hexcel with, and to make proposals and furnish advice with respect thereto, the Board, without voting; providedPROVIDED, in each case, that such representative agrees in writing to maintain the confidentiality of all materials and information provided to him pursuant to this Section 2.03(c) and to return to Hexcel all such materials and information at such time as such representative ceases to act as a representative pursuant to this Section 2.03(c).

Designation of Slate. (a) Any Investors' Investor Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated as provided in this Section 2.03, and any Independent Non-Investor Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Independent Non-Investor Directors (including the Chairman of the Board if he or she is an Independent Director)) except that, to the extent that any such Non-Investor Director nominees are to be appointed by other holders of Voting Securities pursuant to any stockholders agreement existing on the date hereof between Hexcel and such holders of Voting Securities, such nominees shall be designated by such holders in accordance with the terms of such agreement. Hexcel's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof), shall nominate each person so designated. The initial Investors' Investor Nominees shall be Xxxxxxx Xxxxx (appointed by GS Capital)Sanjeev Mehra, Peter Sacerdote and [ ] (appointed by GS Capital) and [ ] (appointed by LXH II). The initial Chairman shall be Xxxx X. Xxx. Upon consummation of the Transactions, the number of directors constituting the entire Board will be fixed at ten and simultaneously herewith a sufficient number of the then serving members of the Board will resign in order to permit the appointment of the initial Investors' Nominees to fill the vacancies thereby createdJames Gaffney. The remaining members inixxxx xxxxxxx of the Board shall xxx Xxxxx xxxxl be Xxxxxx Xxxxx X. XxxxxXxxxes, Joel S. Beckman, Robert J. Small, [ ]1. The initiax Xxxxxxxx xx xhe Xxxxx xxxxx xx Dxxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx and one additional Independent DirectorXerges. (b) The parties hereby agree that for so long as xxxx xx (ix) the xxe Investors are permitted to designate three Investors' Investor Directors pursuant to this Agreement, two directors shall be designated by GS Capital Partners 2000 L.P. ("GS Capital") and one director shall be designated by LXH II, ; (ii) the Investors are permitted to designate two Investors' Investor Directors pursuant to this Agreement, one director shall be designated by GS Capital and one director shall be designated by LXH II II; and (iii) the Investors are permitted to designate one Investors' Investor Director pursuant to this Agreement, that such director shall be designated by GS Capital. ------------------------- 1 The remaining members of the Board will be selected by Hexcel and shall consist of four members currently on the Board. (c) If, for any reason, all of the Investors' Investor Directors designated by GS Capital pursuant to Section 2.02 and this Section 2.03 are not elected to the Board by stockholders, then Hexcel shall exercise all authority under applicable law to cause any person designated by GS Capital the Investors to be elected to the Board, and during any such absence of membership on the Board, Hexcel shall, after receiving notice from GS Capital the Investors as to the identity of a representative of GS Capitalthe Investors, (i) permit such representative to attend all Board meetings (other than meetings solely of the Independent Directors) and to the extent contemplated by Section 2.04 all committees thereof as an observer; (ii) provide such representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board (or such committee thereof); (iii) provide such representative with copies of all materials, including notices, minutes and consents, distributed to the members of the Board (or such committee thereof) at the same time as such materials are distributed to such Board (or such committee thereof) and shall permit such representative to have the same access to information concerning the business and operations of Hexcel as such representative would have had as an Investors' Investor Director; and (iv) on a basis consistent with the members of the Board, permit such representative to discuss the affairs, finances and accounts of Hexcel with, and to make proposals and furnish advice with respect thereto, the Board, without voting; provided, in each case, that such representative agrees in writing to maintain the confidentiality of all materials and information provided to him pursuant to this Section 2.03(c) and to return to Hexcel all such materials and information at such time as such representative ceases to act as a representative pursuant to this Section 2.03(c).

Designation of Slate. (a) Any Investors' Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated as provided in this Section 2.03, and any Independent Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Independent Directors (including the Chairman if he or she is an Independent Director). Hexcel's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof), shall nominate each person so designated. The initial Investors' Nominees shall be Xxxxxxx Xxxxx Sanjeev Mehra (appointed by GS Capital), and [ ] Peter Sacerdote (appointed by GS appxxxxxx xx XX Capital) and [ ] James J. Gaffney (appointed by LXH axxxxxxxx xx XXX II). The initial Chairman shall be shalx xx Xxxx X. Xxx. Upon consummation of the Transactions, the number of directors xxxxxxxxx constituting the entire Board will be fixed at ten and simultaneously herewith a sufficient number of the then serving members of the Board will resign in order to permit the appointment of the initial Investors' Nominees to fill the vacancies thereby created. The remaining members of the Board shall be Xxxxxx X. XxxxxRobert S. Evans, Xxxxxxxx X. XxxxxxMarshall S. Gellar, Xxxxx XxxxxLewis Rubin, Martin L. Solomxx, Xxxxxx X. XxxxxxxXinxx xxx X. Xxxxxx Xelxxxx, Xxxxxx X. Xxxxx and one additional Independent DirectorXx. (bx) The parties hereby agree that Xxx xxxxxxs xxxxxx xxxxx xxat for so long as sx xxxx xx (ix) the Investors xxx Xnvestors are permitted to designate three Investors' Directors pursuant to this Agreement, two directors shall be designated by GS Capital and one director shall be designated by LXH II, (ii) the Investors are permitted to designate two Investors' Directors pursuant to this Agreement, one director shall be designated by GS Capital and one director shall be designated by LXH II and (iii) the Investors are permitted to designate one Investors' Director pursuant to this Agreement, that director shall be designated by GS Capital. (c) If, for any reason, all of the Investors' Directors designated by GS Capital pursuant to Section 2.02 and this Section 2.03 are not elected to the Board by stockholders, then Hexcel shall exercise all authority under applicable law to cause any person designated by GS Capital to be elected to the Board, and during any such absence of membership on the Board, Hexcel shall, after receiving notice from GS Capital as to the identity of a representative of GS Capital, (i) permit such representative to attend all Board meetings (other than meetings solely of the Independent Directors) and to the extent contemplated by Section 2.04 all committees thereof as an observer; (ii) provide such representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board (or such committee thereof); (iii) provide such representative with copies of all materials, including notices, minutes and consents, distributed to the members of the Board (or such committee thereof) at the same time as such materials are distributed to such Board (or such committee thereof) and shall permit such representative to have the same access to information concerning the business and operations of Hexcel as such representative would have had as an Investors' Director; and (iv) on a basis consistent with the members of the Board, permit such representative to discuss the affairs, finances and accounts of Hexcel with, and to make proposals and furnish advice with respect thereto, the Board, without voting; provided, in each case, that such representative agrees in writing to maintain the confidentiality of all materials and information provided to him pursuant to this Section 2.03(c) and to return to Hexcel all such materials and information at such time as such representative ceases to act as a representative pursuant to this Section 2.03(c).

Designation of Slate. (a) Any Investors' Investor Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated as provided in this Section 2.03, and any Independent Non-Investor Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Independent Non-Investor Directors (including the Chairman of the Board if he or she is an Independent Director)) except that, to the extent that any such Non-Investor Director nominees are to be appointed by other holders of Voting Securities pursuant to any stockholders agreement existing on the date hereof between Hexcel and such holders of Voting Securities, such nominees shall be designated by such holders in accordance with the terms of such agreement. Hexcel's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof), shall nominate each person so designated. The initial Investors' Investor Nominees shall be Xxxxxxx Sanjeev Mehra, Peter Sacerdotx xxx Xxxxx (appointed by GS Capital), and [ ] (appointed by GS Capital) and [ ] (appointed by LXH II)Xafxxxx. The initial Chairman shall be Xxxx X. Xxx. Upon consummation of the Transactions, the number of directors constituting the entire Board will be fixed at ten and simultaneously herewith a sufficient number of the then serving members of the Board will resign in order to permit the appointment of the initial Investors' Nominees to fill the vacancies thereby created. The remaining members Xxx xxxxxning xxxxxxx xxxxxrs of the Board shall be Xxxxxx X. XxxxxDavid E. Berges, Xxxxxxxx X. Xxxxxx, Xxxxx XxxxxJoel S. Beckxxx, Xxxxxx X. XxxxxxxSmxxx, Xxxxxx X. Xxxxx and one additional Independent Director[ ] (0). Xhe xxxxxxx Chairman of the Board shall be David E. Berges. (b) The parties hereby Thx xxxxxxx xxxxxy agree that for so long as (i) the Investors are permitted to designate three Investors' Investor Directors pursuant to this Agreement, two directors shall be designated by GS Capital Partners 2000 L.P. ("GS Capital") and one director shall be designated by LXH II, ; (ii) the Investors are permitted to designate two Investors' Investor Directors pursuant to this Agreement, one director shall be designated by GS Capital and one director shall be designated by LXH II II; and (iii) the Investors are permitted to designate one Investors' Investor Director pursuant to this Agreement, that such director shall be designated by GS Capital. (c) If, for any reason, all of the Investors' Investor Directors designated by GS Capital pursuant to Section 2.02 and this Section 2.03 are not elected to the Board by stockholders, then Hexcel shall exercise all authority under applicable law to cause any person designated by GS Capital the Investors to be elected to the Board, and during any such absence of membership on the Board, Hexcel shall, after receiving notice from GS Capital the Investors as to the identity of a representative of GS Capitalthe Investors, (i) permit such representative to attend all Board meetings (other than meetings solely of the Independent Directors) and to the extent contemplated by Section 2.04 all committees thereof as an observer; (ii) provide such representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board (or such committee thereof); (iii) provide such representative with copies of all materials, including notices, minutes and consents, distributed to the members of the Board (or such committee thereof) at the same time as such materials are distributed to such Board (or such committee thereof) and shall permit such representative to have the same access to information concerning the business and operations of Hexcel as such representative would have had as an Investors' Investor Director; and (iv) on a basis consistent with the members of the Board, permit such representative to discuss the affairs, finances and accounts of Hexcel with, and to make proposals and furnish advice with respect thereto, the Board, without voting; provided, in each case, that such representative agrees in writing to maintain the confidentiality of all materials and information provided to him pursuant to this Section 2.03(c) and to return to Hexcel all such materials and information at such time as such representative ceases to act as a representative pursuant to this Section 2.03(c). (1) The remaining members of the Board will be selected by Hexcel and shall consist of four members currently on the Board.

Designation of Slate. (a) Any Investors' Nominees that are included in a slate of directors pursuant to Section 2.02 shall be designated as provided in this Section 2.03, and any Independent Director nominees who are to be included in any slate of directors pursuant to Section 2.02 shall be designated by majority vote by the then incumbent Independent Directors (including the Chairman if he or she is an Independent Director). Hexcel's nominating committee, if any (or if there is no such nominating committee, the Board or any other duly authorized committee thereof), shall nominate each person so designated. The initial Investors' Nominees shall be Xxxxxxx Xxxxx (appointed by GS Capital), and [ ] Xxxxx Xxxxxxxxx (appointed by GS Capital) and [ ] Xxxxx X. Xxxxxxx (appointed by LXH II). The initial Chairman shall be Xxxx X. Xxx. Upon consummation of the Transactions, the number of directors constituting the entire Board will be fixed at ten and simultaneously herewith a sufficient number of the then serving members of the Board will resign in order to permit the appointment of the initial Investors' Nominees to fill the vacancies thereby created. The remaining members of the Board shall be Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx and one additional Independent DirectorH. Xxxxxx Xxxxxxx, Xx. (b) The parties hereby agree that for so long as (i) the Investors are permitted to designate three Investors' Directors pursuant to this Agreement, two directors shall be designated by GS Capital and one director shall be designated by LXH II, (ii) the Investors are permitted to designate two Investors' Directors pursuant to this Agreement, one director shall be designated by GS Capital and one director shall be designated by LXH II and (iii) the Investors are permitted to designate one Investors' Director pursuant to this Agreement, that director shall be designated by GS Capital. (c) If, for any reason, all of the Investors' Directors designated by GS Capital pursuant to Section 2.02 and this Section 2.03 are not elected to the Board by stockholders, then Hexcel shall exercise all authority under applicable law to cause any person designated by GS Capital to be elected to the Board, and during any such absence of membership on the Board, Hexcel shall, after receiving notice from GS Capital as to the identity of a representative of GS Capital, (i) permit such representative to attend all Board meetings (other than meetings solely of the Independent Directors) and to the extent contemplated by Section 2.04 all committees thereof as an observer; (ii) provide such representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board (or such committee thereof); (iii) provide such representative with copies of all materials, including notices, minutes and consents, distributed to the members of the Board (or such committee thereof) at the same time as such materials are distributed to such Board (or such committee thereof) and shall permit such representative to have the same access to information concerning the business and operations of Hexcel as such representative would have had as an Investors' Director; and (iv) on a basis consistent with the members of the Board, permit such representative to discuss the affairs, finances and accounts of Hexcel with, and to make proposals and furnish advice with respect thereto, the Board, without voting; provided, in each case, that such representative agrees in writing to maintain the confidentiality of all materials and information provided to him pursuant to this Section 2.03(c) and to return to Hexcel all such materials and information at such time as such representative ceases to act as a representative pursuant to this Section 2.03(c).