Common use of Designees Clause in Contracts

Designees. (a) Upon the closing of the IPO, the Board shall consist of nine (9) directors, including Xxxxx Xxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, Xxx “Xxx” X. Xxxxxxx, Xxxxxx X. Xxxxx, X.X. Xxxx, Xxxxxx Xxxxxx and one vacancy for the Final Independent Director. During the one year period commencing on the date that the Class A Common Stock is listed on the New York Stock Exchange, the Board, with the approval of a majority of the Sponsor Directors, shall fill the vacancy with the Final Independent Director. The Board will be divided into three classes of directors serving staggered three-year terms with Xxxxx Xxxx, Xxxx Xxxxxxxxxxx and Xxxxxx Xxxxxx each serving an initial term ending on the date of the Company’s 2020 annual general meeting of stockholders, Xxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxx X. Xxxxx each serving an initial term ending on the date of the Company’s 2021 annual general meeting of stockholders and J.R. Xxxx, Xxx “Bud” X. Xxxxxxx and the Final Independent Director each serving an initial term ending on the date of the Company’s 2022 annual general meeting of stockholders. Subject to Section 2.1(e), each director will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Upon the closing of the IPO, the Audit Committee of the Board shall be comprised of J.R. Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxx, provided that Xxxx Xxxxxxx shall be removed from the Audit Committee upon the earlier to occur of December 31, 2019 or the appointment of the Final Independent Director. Upon the closing of the IPO, the Compensation Committee of the Board shall be comprised of Xxxxx Xxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx; and the Nominating and Governance Committee of the Board shall be comprised of Xxxxx Xxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of nine seven directors, including Xxxxxxxx Xxxxx, Rajini Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx (9) the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Xxxxx XxxxX. Xxxxxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, Xxx “Xxx” X. Xxxxxxx, Xxxxxx X. Xxxxx, X.X. Xxxx, Xxxxxx Xxxxxx and one vacancy for the Final Independent Director. During the one year period commencing on the date that the Class A Common Stock is listed on the New York Stock ExchangeXxxxxxxxxx, the Board, with the approval of a majority compensation committee of the Sponsor Board shall initially consist of three directors, including Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx and Xxxx Xxxxxxxxxx, and the nominating and governance committee of the Board shall initially consist of three directors, including Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxxxx X. XxXxxxxxx. Of the Initial Directors, shall fill the vacancy with the Final Independent Xxxxxxxxxxx X. Xxxxxxxxxx is deemed to be a KKR Director. The Board will be divided into three classes of directors serving staggered three-year terms with Xxxxx Xxxxterms. Class I, Xxxx Xxxxxxxxxxx Class II and Xxxxxx Xxxxxx each serving an initial term ending on the date of Class III directors will serve until the Company’s annual meetings of shareholders in 2019, 2020 annual general meeting of stockholdersand 2021, Xxxx Xxxxxxxrespectively. Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxx X. Xxxxx each serving an initial term ending on the date of the Company’s 2021 annual general meeting of stockholders and J.R. Xxxx, Xxx “Bud” Xxxxxxxxxxx X. Xxxxxxx and the Final Independent Director each serving an initial term ending on the date of the Company’s 2022 annual general meeting of stockholders. Subject to Section 2.1(e), each director Xxxxxxxxxx will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Upon assigned to Class I, Rajini Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxxxx will be assigned to Class II, and Xxxxxxx X. XxXxxxxxx and Xxxxx X. Xxxxxxxx will be assigned to Class III. From and after the closing of the IPO, the Audit Committee rights of the Principal Stockholders to designate directors to the Board and its committees shall be comprised as set forth in the remainder of J.R. Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxx, provided that Xxxx Xxxxxxx shall be removed from this Section 2.1. At the Audit Committee upon the earlier to occur of December 31, 2019 or the appointment of the Final Independent Director. Upon the closing completion of the IPO, the Compensation Committee Board shall include the applicable KKR Director referred to in this paragraph (a), and such other individuals as shall be nominated and elected to the Board from time to time by the Board or the Company’s stockholders consistent herewith and with applicable law. (i) For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 5% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in one (1) KKR Director serving on the Board. Any individuals, other than the Initial Directors, designated by the Principal Stockholders pursuant to this Section 2.1(b)(i) must satisfy the requirements for a replacement designee set forth in Section 2.1(c) hereof. (ii) Subject to applicable laws and stock exchange regulations, for so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 5% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to appoint one (1) KKR Director to serve on the nominating and governance committee of the Board shall be comprised and permit one (1) KKR Director to serve as an observer of Xxxxx Xxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx; and the Nominating and Governance Committee compensation committee of the Board (the “Observer”). The Observer, in his or her capacity as such, shall be comprised entitled to: (A) receive written notice of Xxxxx Xxxxall meetings of the compensation committee, Xxxx Xxxxxxxxxxx(B) attend all meetings of the compensation committee, Xxxxxx Xxxxxx whether in person or by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other, (C) receive a copy of all materials which are furnished to the members of the compensation committee, in their capacities as such, at the same time and Xxxxxx Xxxxxxin the same manner as such materials are furnished to the members of the compensation committee, (D) participate in all discussions conducted at such meetings, and (E) receive copies of the minutes of all such meetings of the compensation committee as and when such copies are distributed to the members of the compensation committee. The Observer shall not constitute a member of the compensation committee and shall not be entitled to vote on, or consent to, any matters presented to the compensation committee. (c) In the event that the Principal Stockholders have nominated fewer than the total number of designees that the Principal Stockholders shall be entitled to nominate pursuant to Section 2.1(b), then the Principal Stockholders shall have the right, at any time and from time to time, to nominate such additional designee(s) to which it is entitled, in which case, the Company shall take all necessary corporate action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to (x) increase the size of the Board as required to enable such Principal Stockholders to so nominate such additional designee(s), and (y) designate such additional designees nominated by the Principal Stockholders to fill such newly created vacancy or vacancies, as applicable. (d) Following the date of completion of the IPO and for so long as the Principal Stockholder Group is entitled to designate any Person to the Board pursuant to Section 2.1, the Board shall consist of seven members (other than as contemplated by Section 2.1(c) or Section 2.1(e) or to the extent necessary to comply with applicable law or listing standards). The size of the Board may be increased to up to nine members by adding up to two new independent directors. (e) Any KKR Director may be removed (with or without cause) from time to time and at any time by the Principal Stockholders upon notice to the Company. (f) In the event that a vacancy is created on the Board by the death, disability, resignation or removal of a KKR Director, the Principal Stockholders shall be entitled to designate an individual to fill the vacancy so long as (i) the total number of KKR Directors serving on the Board immediately following the filling of such vacancy will not exceed the total number of persons the Principal Stockholders are entitled to designate pursuant to Section 2.1(b)(i) on the date of such replacement designation and (ii) the replacement designee (A) is an employee or partner of any Principal Stockholder, (B) is of the same level of seniority within the applicable Principal Stockholder as the Initial Director serving as a KKR Director, (C) will qualify as independent within the meaning of NASDAQ Rule 5605(a) and (D) does not serve on the board of directors or as an officer of a Competitor of the Company. The Company shall take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause such replacement designee to become a member of the Board as soon as reasonably possible. (g) The Company agrees to take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the Persons designated pursuant to this Section 2.1 (to the extent that directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a KKR Director pursuant to this Agreement.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of nine seven directors, including Xxxxxxxx Xxxxx, Rajini Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx (9) the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Xxxxx XxxxX. Xxxxxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, Xxx “Xxx” X. Xxxxxxx, Xxxxxx X. Xxxxx, X.X. Xxxx, Xxxxxx Xxxxxx and one vacancy for the Final Independent Director. During the one year period commencing on the date that the Class A Common Stock is listed on the New York Stock ExchangeXxxxxxxxxx, the Board, with the approval of a majority compensation committee of the Sponsor Board shall initially consist of three directors, including Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx and Xxxx Xxxxxxxxxx, and the nominating and governance committee of the Board shall initially consist of three directors, including Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxxxx X. XxXxxxxxx. Of the Initial Directors, shall fill the vacancy with the Final Independent DirectorXxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx are each deemed to be Stone Point Directors. The Board will be divided into three classes of directors serving staggered three-year terms with Xxxxx Xxxxterms. Class I, Xxxx Xxxxxxxxxxx Class II and Xxxxxx Xxxxxx each serving an initial term ending on the date of Class III directors will serve until the Company’s annual meetings of shareholders in 2019, 2020 annual general meeting of stockholdersand 2021, Xxxx Xxxxxxxrespectively. Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxx X. Xxxxx each serving an initial term ending on the date of the Company’s 2021 annual general meeting of stockholders and J.R. Xxxx, Xxx “Bud” Xxxxxxxxxxx X. Xxxxxxx and the Final Independent Director each serving an initial term ending on the date of the Company’s 2022 annual general meeting of stockholders. Subject to Section 2.1(e), each director Xxxxxxxxxx will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Upon assigned to Class I, Rajini Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxxxx will be assigned to Class II, and Xxxxxxx X. XxXxxxxxx and Xxxxx X. Xxxxxxxx will be assigned to Class III. From and after the closing of the IPO, the Audit Committee rights of the Principal Stockholders to designate directors to the Board and its committees shall be comprised as set forth in the remainder of J.R. Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxx, provided that Xxxx Xxxxxxx shall be removed from this Section 2.1. At the Audit Committee upon the earlier to occur of December 31, 2019 or the appointment of the Final Independent Director. Upon the closing completion of the IPO, the Compensation Committee Board shall include the applicable Stone Point Directors referred to in this paragraph (a), and such other individuals as shall be nominated and elected to the Board from time to time by the Board or the Company’s stockholders consistent herewith and with applicable law. (i) For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 50% of its Initial Share Ownership, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in two (2) Stone Point Directors serving on the Board. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 50% of its Initial Share Ownership but at least 5% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in one (1) Stone Point Director serving on the Board. Any individuals, other than the Initial Directors, designated by the Principal Stockholders pursuant to this Section 2.1(b)(i) must satisfy the requirements for a replacement designee set forth in Section 2.1(c) hereof. (ii) Subject to applicable laws and stock exchange regulations, for so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 50% of its Initial Share Ownership, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to appoint two (2) Stone Point Directors to serve on the compensation committee of the Board shall be comprised and one (1) Stone Point Director to serve on the nominating and governance committee of Xxxxx Xxxxthe Board. Subject to applicable laws and stock exchange regulations, Xxxx Xxxxxxxxxxxfor so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 50% of its Initial Share Ownership but at least 5% of the outstanding shares of Common Stock at any time, Xxxxxx Xxxxxx the Company will take all necessary action (to the extent permitted by applicable law and Xxxxxx Xxxxxx; and to the Nominating and Governance Committee extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to appoint one (1) Stone Point Director to serve on the compensation committee of the Board and one (1) Stone Point Director to serve on the nominating and governance committee of the Board. (c) In the event that the Principal Stockholders have nominated fewer than the total number of designees that the Principal Stockholders shall be comprised entitled to nominate pursuant to Section 2.1(b), then the Principal Stockholders shall have the right, at any time and from time to time, to nominate such additional designee(s) to which it is entitled, in which case, the Company shall take all necessary corporate action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of Xxxxx Xxxxthe directors under Delaware law) to cause the Board to (x) increase the size of the Board as required to enable such Principal Stockholders to so nominate such additional designee(s), Xxxx Xxxxxxxxxxxand (y) designate such additional designees nominated by the Principal Stockholders to fill such newly created vacancy or vacancies, Xxxxxx Xxxxxx as applicable. (d) Following the date of completion of the IPO and Xxxxxx Xxxxxxfor so long as the Principal Stockholder Group is entitled to designate any Person to the Board pursuant to Section 2.1, the Board shall consist of seven members (other than as contemplated by Section 2.1(c) or Section 2.1(e) or to the extent necessary to comply with applicable law or listing standards). The size of the Board may be increased to up to nine members by adding up to two new independent directors. (e) Any Stone Point Director may be removed (with or without cause) from time to time and at any time by the Principal Stockholders upon notice to the Company. (f) In the event that a vacancy is created on the Board by the death, disability, resignation or removal of a Stone Point Director, the Principal Stockholders shall be entitled to designate an individual to fill the vacancy so long as (i) the total number of Stone Point Directors serving on the Board immediately following the filling of such vacancy will not exceed the total number of persons the Principal Stockholders are entitled to designate pursuant to Section 2.1(b)(i) on the date of such replacement designation and (ii) the replacement designee (A) is an employee or partner of any Principal Stockholder, (B) is of the same level of seniority within the applicable Principal Stockholder as one of the Initial Directors serving as a Stone Point Director, (C) will qualify as independent within the meaning of NASDAQ Rule 5605(a) and (D) does not serve on the board of directors or as an officer of a Competitor of the Company. The Company shall take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause such replacement designee to become a member of the Board as soon as reasonably possible. (g) The Company agrees to take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the Persons designated pursuant to this Section 2.1 (to the extent that directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a Stone Point Director pursuant to this Agreement.

Designees. (a) Upon the closing of the IPOBusiness Combination, the Board shall initially consist of nine (9) directors, including Xxxxx XxxxCxxxx Xxx, Xxxx XxxxxxxExxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Rxxxxx Xxxxxx, Xxx “Xxx” Pxxxxxxx X. Xxxxxxx, Xxxxxx X. Dxxxx Xxxxx, X.X. XxxxJxxxxx Xxxxxxx, Dxxxxx Xxxxxxx, Jxxx Xxxx and Kxxx Xxxxxx (the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Pxxxxxxx X. Xxxxxxx, Rxxxxx Xxxxxx and one vacancy for Exxxxxxxx Xxxxxxxx. Of the Final Independent Director. During the one year period commencing on the date that the Class A Common Stock is listed on the New York Stock Exchange, the Board, with the approval of a majority of the Sponsor Initial Directors, shall fill the vacancy with the Final Independent DirectorDxxxx Xxxxx, Jxxxxx Xxxxxxx, Dxxxxx Xxxxxxx, Jxxx Xxxx and Kxxx Xxxxxx are each deemed to be LS Directors. The Board will be divided into three classes of directors serving staggered three-year terms with Xxxxx Xxxxterms. Class I, Xxxx Xxxxxxxxxxx Class II and Xxxxxx Xxxxxx each serving an initial term ending on the date of Class III directors will serve until the Company’s 2020 annual general meeting meetings of stockholdersshareholders in 2022, 2023 and 2024, respectively. Exxxxxxxx Xxxxxxxx, Jxxxxx Xxxxxxx and Jxxx Xxxx will be assigned to Class I, Dxxxxx Xxxxxxx, Xxxxxx Rxxxxx Xxxxxx and Kxxx Xxxxxx will be assigned to Class II, and Cxxxx Xxx, Dxxxx Xxxxx and Pxxxxxxx X. Xxxxx each serving an initial term ending on Xxxxxxx will be assigned to Class III. From and after the date closing of the Company’s 2021 annual general meeting of stockholders and J.R. XxxxBusiness Combination, Xxx “Bud” X. Xxxxxxx and the Final Independent Director each serving an initial term ending on the date rights of the Company’s 2022 annual general meeting of stockholders. Subject Principal Stockholders to Section 2.1(e), each director will designate directors to the Board and its committees shall be removable only for “cause” as set forth in the Certificate remainder of Incorporationthis Section 2.1. Upon consummation of the Business Combination, the Board shall include the applicable LS Directors referred to in this paragraph (a), and such other individuals as shall be nominated and elected to the Board from time to time by the Board or the Company’s stockholders consistent herewith and with applicable law. (bi) Upon For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 50% of its Initial Share Ownership, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in five (5) LS Directors serving on the Board. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 50% of its Initial Share Ownership but at least 40% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in four (4) LS Directors serving on the Board. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 40% of its Initial Share Ownership but at least 30% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in three (3) LS Directors serving on the Board. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 30% of its Initial Share Ownership but at least 15% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in two (2) LS Directors serving on the Board. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 15% of its Initial Share Ownership but at least 2.5% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in one (1) LS Director serving on the Board. (ii) Subject to applicable laws and stock exchange regulations, for so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 10% of its Initial Share Ownership, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to appoint one (1) LS Director to serve on each committee of the Board. (iii) Following the closing of the IPOBusiness Combination and for so long as the Principal Stockholder Group is entitled to designate any Person to the Board pursuant to Section 2.1, the Audit Committee Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to appoint one (1) LS Director to serve as Chair of the Board. (c) In the event that the Principal Stockholders have nominated fewer than the total number of designees that the Principal Stockholders shall be entitled to nominate pursuant to Section 2.1(b), then the Principal Stockholders shall have the right, at any time and from time to time, to nominate such additional designee(s) to which it is entitled, in which case, the Company shall take all necessary corporate action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to (x) increase the size of the Board shall be comprised of J.R. Xxxxas required to enable such Principal Stockholders to so nominate such additional designee(s), Xxxxxx Xxxxxx and Xxxx Xxxxxxx(y) designate such additional designees nominated by the Principal Stockholders to fill such newly created vacancy or vacancies, provided that Xxxx Xxxxxxx shall be removed from the Audit Committee upon the earlier to occur of December 31, 2019 or the appointment of the Final Independent Director. Upon as applicable. (d) Following the closing of the IPOBusiness Combination and for so long as the Principal Stockholder Group is entitled to designate any Person to the Board pursuant to Section 2.1, the Compensation Committee Board shall consist of nine members (other than as contemplated by Section 2.1(c) or Section 2.1(e) or to the extent necessary to comply with applicable law or listing standards). (e) The Principal Stockholders may cause any LS Director to resign from time to time and at any time upon notice to the Company. (f) In the event that a vacancy is created on the Board by the death, disability, resignation or removal of a LS Director, the Principal Stockholders shall be entitled to designate an individual to fill the vacancy so long as the total number of LS Directors serving on the Board immediately following the filling of such vacancy will not exceed the total number of persons the Principal Stockholders are entitled to designate pursuant to Section 2.1(b)(i) on the date of such replacement designation. The Company shall take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause such replacement designee to become a member of the Board shall be comprised of Xxxxx Xxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx as soon as reasonably possible. (g) The Company agrees to take all necessary action (to the extent permitted by applicable law and Xxxxxx Xxxxxx; and to the Nominating and Governance Committee extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board shall to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the Persons designated pursuant to this Section 2.1 (to the extent that directors of such nominee’s class are to be comprised of Xxxxx Xxxxelected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a director as provided herein, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxxto solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a LS Director pursuant to this Agreement.

Designees. (a) Upon the closing of the IPO, the Board shall initially consist of nine (9) ten directors, including Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx Xxxxx, Ki Xxx Xxxx, Xxxx Xxxxxxx, Xxxx XxxxxxxxxxxXxxxx Xxxxx and Xxxxxx Xxxxxxxxxxx (the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Xxxxx Xxxxx, Xxxxxx XxxxxxXxxxxxxxxxx and Xxxxxx Xxxxxxx, Xxx “Xxx” X. the compensation committee of the Board shall initially consist of three directors, including Xxxxx Xxxxx, Xxxxxx Xxxxxxxxxxx and Xxxxxx Xxxxxxx, and the nominating and governance committee of the Board shall initially consist of three directors, including Xxxxxx Xxxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxxxxxxxx. Of the Initial Directors, Xxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx X. XxxxxXxxxxxx, X.X. Xxxx Xxxx, Xxxxxx Xxxxxx Xxxxx Xxxxx and one vacancy for Xxxx Xxxxxxx are each deemed to be LS Directors. Subsequent to the Final Independent Director. During closing of the one year period commencing on the date that the Class A Common Stock is listed on the New York Stock ExchangeIPO, the Board, Board shall appoint one additional director in accordance with the approval of a majority committee composition and phase in requirements of the Sponsor Directors, shall fill the vacancy with the Final Independent Director. Nasdaq applicable to controlled companies. (b) The Board will be divided into three classes of directors serving staggered three-year terms with Xxxxx Xxxxterms. Class I, Xxxx Xxxxxxxxxxx Class II and Xxxxxx Xxxxxx each serving an initial term ending on the date of Class III directors will serve until the Company’s 2020 annual general meeting meetings of stockholdersshareholders in 2023, 2024 and 2025, respectively. Xxxxx Xxxxx, Xxxx Xxxxxxx and Xxxx Xxxx will be assigned to Class I, Xxxxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, and Ki Dae Park will be assigned to Class II, and Xxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxx X. Xxxxx each serving an initial term ending on the date of the Company’s 2021 annual general meeting of stockholders and J.R. Xxxx, Xxx “Bud” X. Xxxxxxx and the Final Independent Director each serving an initial term ending on the date of the Company’s 2022 annual general meeting of stockholders. Subject to Section 2.1(e), each director Xxxxx Xxxxx will be removable only for “cause” as set forth in the Certificate of Incorporation. (b) Upon assigned to Class III. From and after the closing of the IPO, the Audit Committee rights of the Principal Stockholders to designate directors to the Board and its committees shall be comprised as set forth in the remainder of J.R. Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxx, provided that Xxxx Xxxxxxx shall be removed from this Section 2.1. At the Audit Committee upon the earlier to occur of December 31, 2019 or the appointment of the Final Independent Director. Upon the closing completion of the IPO, the Compensation Committee Board shall include the applicable LS Directors referred to in this paragraph (a), and such other individuals as shall be nominated and elected to the Board from time to time by the Board or the Company’s stockholders consistent herewith and with applicable law. (i) For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 50% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders such that, if elected, at least a majority of the directors serving on the Board are LS Directors. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 50% of the outstanding shares of Common Stock at any time but at least 40% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders such that, if elected, at least 45% of the directors serving on the Board are LS Directors. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 40% of the outstanding shares of Common Stock at any time but at least 30% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders such that, if elected, at least 35% of the directors serving on the Board are LS Directors. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 30% of the outstanding shares of Common Stock at any time but at least 20% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders such that, if elected, at least 25% of the directors serving on the Board are LS Directors. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 20% of the outstanding shares of Common Stock at any time but at least 10% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders such that, if elected, at least 15% of the directors serving on the Board are LS Directors. For so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing less than 10% of the outstanding shares of Common Stock at any time but at least 2.5% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to nominate for election at each annual or special meeting of shareholders at which directors are to be elected that number of individuals designated by the Principal Stockholders such that, if elected, at least one (1) director serving on the Board is a LS Director. (ii) Subject to applicable laws and stock exchange regulations, for so long as the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least (i) 15% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to appoint two (2) LS Directors to serve on each committee of the Board, and (ii) 2.5% of the outstanding shares of Common Stock at any time, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to appoint one (1) LS Director to serve on each committee of the Board. (iii) Following the closing of the IPO and for so long as the Principal Stockholder Group is entitled to designate any Person to the Board pursuant to Section 2.1, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to appoint one (1) LS Director to serve as chairperson of the Board. (d) In the event that the Principal Stockholders have nominated fewer than the total number of designees that the Principal Stockholders shall be entitled to nominate pursuant to Section 2.1(a), then the Principal Stockholders shall have the right, at any time and from time to time, to nominate such additional designee(s) to which it is entitled, in which case, the Company shall take all necessary corporate action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to (x) increase the size of the Board as required to enable such Principal Stockholders to so nominate such additional designee(s), and (y) designate such additional designees nominated by the Principal Stockholders to fill such newly created vacancy or vacancies, as applicable. (e) For so long as the Principal Stockholder Group is entitled to designate any Person to the Board pursuant to Section 2.1, the Board shall consist of at least eleven members and no more than twelve members (other than as contemplated by Section 2.1(a), Section 2.1(d) or Section 2.1(f) or to the extent necessary to comply with applicable law or listing standards). (f) The Principal Stockholders may cause any LS Director to resign from time to time and at any time upon notice to the Company. (g) In the event that a vacancy is created on the Board by the death, disability, resignation or removal of a LS Director, the Principal Stockholders shall be comprised entitled to designate an individual to fill the vacancy so long as the total number of Xxxxx Xxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx LS Directors serving on the Board immediately following the filling of such vacancy will not exceed the total number of persons the Principal Stockholders are entitled to designate pursuant to Section 2.1(c)(i) on the date of such replacement designation. The Company shall take all necessary action (to the extent permitted by applicable law and Xxxxxx Xxxxxx; and to the Nominating and Governance Committee extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause such replacement designee to become a member of the Board shall as soon as reasonably possible. (h) For the avoidance of doubt, the rights granted to the Principal Stockholders to designate nominees are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. (i) The Company agrees to take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause the Board to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the Persons designated pursuant to this Section 2.1 (to the extent that directors of such nominee’s class are to be comprised of Xxxxx Xxxxelected at such meeting for so long as the Board is classified) and to nominate and recommend each such individual to be elected as a director as provided herein, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxxto solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a LS Director pursuant to this Agreement.

Designees. (a) Upon the closing of the IPOClosing, the Board shall initially consist of nine (9) directors, including Xxxxx Xxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, Xxx “Xxx” Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxx Xxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxx X. XxxxxXxxxxxxx, X.X. Xxxx, Xxxxxx Xxxxxx and one vacancy for Xxxxxxx Xxxxxxxxxx. In accordance with the Final Independent Director. During the one year period commencing on the date that the Class A Common Stock is listed on the New York Stock Exchangecertificate of incorporation of Holdco, the Board, with the approval of a majority of the Sponsor Directors, shall fill the vacancy with the Final Independent Director. The Board will be divided into three (3) classes of directors serving staggered three-year terms with Xxxxx Xxxx, Xxxx Xxxxxxxxxxx and Xxxxxx Xxxxxx each serving an terms. The initial term ending on the date of the Company’s 2020 Class I directors shall expire at the first (1st) annual general meeting of stockholders, Xxxx the stockholders of Holdco following the Closing Date at which directors are elected. The initial term of the Class II directors shall expire at the second (2nd) annual meeting of the stockholders of Holdco following the Closing Date at which directors are elected. The initial term of the Class III directors shall expire at the third (3rd) annual meeting of the stockholders of Holdco following the Closing Date at which directors are elected. Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxx Xxxxxxxxxx will be assigned to Class I, Xxxxx Xxxxxxxxxx, Xxxxx X. Xxxxxxxx, and Xxxxx each serving an initial term ending on Xxxxx will be assigned to Class II, and Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, and Xxxxxxxxx Xxxxxxxx will be assigned to Class III. From and after the date Closing, the rights of the Company’s 2021 annual general meeting of stockholders Founding Investors to designate directors to the Board and J.R. Xxxx, Xxx “Bud” X. Xxxxxxx and the Final Independent Director each serving an initial term ending on the date of the Company’s 2022 annual general meeting of stockholders. Subject to Section 2.1(e), each director will its committees shall be removable only for “cause” as set forth in the Certificate remainder of Incorporationthis Section 2. (b) Upon From and after the closing Closing Date, in respect of each annual meeting or special meeting of the IPOstockholders of Holdco at which directors are to be elected, the Audit Committee Founding Investors, collectively, shall have the right, but not the obligation, to nominate for election to the Board of Directors in any applicable election that number of individuals determined in accordance with Section 2.1(c) below (the “Founding Investor Nominees”). Holdco will use reasonable best efforts, including taking all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law), to cause the Founding Investor Nominees to be elected to serve as directors on the Board of Directors. (c) The number of Founding Investor Nominees which Holdco shall cause to be elected at each annual meeting or special meeting of the stockholders of Holdco at which directors are to be elected is that number which, assuming all such individuals are successfully elected to the Board of Directors, when taken together with any incumbent director of a different class nominated by the Founding Investors and not standing for election in such election, would result in the number of directors on the Board of Directors nominated by the Founding Investors as specified below: (i) up to seven (7) directors, so long as the Founding Investors collectively beneficially own (directly or indirectly) greater than 70% of the outstanding Common Shares; (ii) up to six (6) directors, so long as the Founding Investors collectively beneficially own more than 50% of the outstanding Common Shares but less than 70% of the outstanding Common Shares; (iii) up to four (4) directors, so long as the Founding Investors collectively beneficially own at least 40% of the outstanding Common Shares but less than 50% of the outstanding Common Shares; (iv) up to three (3) directors, so long as the Founding Investors collectively beneficially own at least 20% of the outstanding Common Shares but less than 40% of the outstanding Common Shares; and (v) up to two (2) directors, so long as the Founding Investors collectively beneficially own at least 5% of the outstanding Common Shares but less than 20% of the outstanding Common Shares. In the event the size of the Board is increased or decreased at any time to other than nine (9) directors, the Founding Investors’ collective nomination rights under this Section 2.1 shall be comprised proportionately increased or decreased, respectively, rounded up to the nearest whole number. (d) For the avoidance of J.R. Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxx, provided that Xxxx Xxxxxxx shall be removed from the Audit Committee upon the earlier to occur of December 31, 2019 or the appointment of the Final Independent Director. Upon the closing of the IPOdoubt, the Compensation Committee rights granted to the Founding Investors to designate members of the Board shall are additive to, and not intended to limit in any way, the rights that Founding Investors or any of their respective Affiliates may have to nominate, elect or remove directors under Holdco’s certificate of incorporation, bylaws or the Delaware General Corporation Law. (e) Xxxxxx agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above will include (i) including the Persons designated pursuant to this Section 2.1(b) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (ii) nominating and recommending each such individual to be comprised elected as a director as provided herein, (iii) soliciting proxies or consents in favor thereof, and (iv) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of Xxxxx Xxxxsupport for the election of such nominees as it provides to any other individual standing for election as a director. (f) In the event that a vacancy is created on the Board at any time by the death, Xxxx Xxxxxxxxxxxdisability, Xxxxxx Xxxxxx resignation or removal of a Director designated by the Founding Investors pursuant to this Agreement, then the Founding Investors will be entitled to designate an individual to fill the vacancy. Holdco will take all necessary action (to the extent permitted by applicable law and Xxxxxx Xxxxxx; and to the Nominating and Governance Committee extent such action is consistent with the fiduciary duties of the Board shall be comprised directors under Delaware law) to cause such replacement designee to become a member of Xxxxx Xxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxxthe Board.

Designees. (a) Upon the closing of the IPOClosing, the Board shall initially consist of nine (9) directors, including Xxxxx Mxxxxxx Xxxxxx, Jxxxxxxx X. Xxxxxxxxx, Kxxxxxx Xxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, Xxx “Xxx” X. Xxxxxxx, Xxxxxx Exxx X. Xxxxx, X.X. XxxxXx., Bxxx Xxxxxxxxx, Jxxxxxxx Xxxxxx, Txxx Xxxxx, Pxxxxxx Xxxx and Jxxxxx Xxxxxx Xxxxxx and one vacancy for (the Final Independent Director. During the one year period commencing on the date that the Class A Common Stock is listed on the New York Stock Exchange, the Board, with the approval of a majority of the Sponsor “Initial Directors, shall fill the vacancy with the Final Independent Director”). The Board will be divided into three (3) classes of directors serving staggered three-year terms with Xxxxx Xxxxterms. Class I, Xxxx Xxxxxxxxxxx Class II and Xxxxxx Xxxxxx each serving an initial term ending on the date of Class III directors will serve until the Company’s 2020 annual general meeting meetings of stockholdersshareholders in 2022, 2023 and 2024, respectively. Jxxxxxxx Xxxxxx, Kxxxxxx Xxxx Xxxxxxxand Jxxxxx Xxxxxx will be assigned to Class I, Xxxxxx Bxxx Xxxxxxxxx, Exxx X. Xxxxx, Xx. and Jxxxxxxx X. Xxxxxxxxx will be assigned to Class II, and Txxx Xxxxx, Mxxxxxx Xxxxxx and Xxxxxx X. Xxxxx each serving an initial term ending on Pxxxxxx Xxxx will be assigned to Class III. From and after the date Closing, the rights of the Company’s 2021 annual general meeting of stockholders Principal Stockholders to designate directors to the Board and J.R. Xxxx, Xxx “Bud” X. Xxxxxxx and the Final Independent Director each serving an initial term ending on the date of the Company’s 2022 annual general meeting of stockholders. Subject to Section 2.1(e), each director will its committees shall be removable only for “cause” as set forth in the Certificate remainder of Incorporationthis Section 5.1. (b) Upon From and after the closing Closing, the Company will use reasonable best efforts, including taking all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the IPO, directors under Delaware law) to cause the Audit Committee following nominees to be elected to serve as directors on the Board: (i) if the Spartan Sponsor and its Affiliates collectively Beneficially Own at least fifty percent (50%) of the Board shall be comprised number of J.R. Xxxxshares of Common Stock as such Persons owned immediately following the Closing (as adjusted for stock splits, Xxxxxx Xxxxxx stock dividends, reorganizations, recapitalizations and Xxxx Xxxxxxxthe like), provided that Xxxx Xxxxxxx shall be removed from two (2) nominees designated by the Audit Committee upon Spartan Sponsor (the earlier to occur of December 31, 2019 or the appointment “Spartan Sponsor Directors”); (ii) if FTV and its Affiliates collectively Beneficially Own at least fifty percent (50%) of the Final Independent number of shares of Common Stock as such Persons owned immediately following the Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), one (1) nominee designated by FTV (the “FTV Director. Upon the closing ”); and (iii) if Tiger and its Affiliates collectively Beneficially Own at least fifty percent (50%) of the IPOnumber of shares of Common Stock as such Persons owned immediately following the Closing (as adjusted for stock splits, the Compensation Committee of the Board shall be comprised of Xxxxx Xxxxstock dividends, Xxxx Xxxxxxxxxxxreorganizations, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx; recapitalizations and the Nominating and Governance Committee of like), one (1) nominee designated by Tiger (the Board shall be comprised of Xxxxx Xxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx“Tiger Director”).