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.

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.

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.

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.

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.

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.