Designees. (a) Upon the closing of the IPO, the Board shall initially consist of seven directors, including Xxxxxxxx Xxxxx, Rajini Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx (the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Xxxxx X. Xxxxxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx, the compensation committee of the 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, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx are each deemed to be Stone Point Directors. The Board will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until the Company’s annual meetings of shareholders in 2019, 2020 and 2021, respectively. Xxxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx will be 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 rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1. At the completion of the IPO, the 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 and one (1) Stone Point Director to serve on the nominating and governance committee of the Board. 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 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 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 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 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.
Appears in 2 contracts
Samples: Nomination Agreement (Focus Financial Partners Inc.), Nomination Agreement (Focus Financial Partners Inc.)
Designees. (a) Upon the closing of the IPO, the Board shall initially consist of seven directors, including Xxxxxxxx Xxxxx, Rajini Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx nine (the “Initial Directors”). The audit committee of the Board shall initially consist of three 9) directors, including Xxxxx Xxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, Xxx “Xxx” X. XxxxxxxxXxxxxxx, Xxxxxxx Xxxxxx X. XxXxxxxxx Xxxxx, X.X. Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxxxxxone 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 compensation committee Board, with the approval of a majority of the 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 Sponsor Directors, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx are each deemed to be Stone Point Directorsshall fill the vacancy with the Final Independent Director. The Board will be divided into three classes of directors serving staggered three-year terms. Class Iterms with Xxxxx Xxxx, Class II Xxxx Xxxxxxxxxxx and Class III directors will serve until Xxxxxx Xxxxxx each serving an initial term ending on the date of the Company’s 2020 annual meetings general meeting of shareholders in 2019stockholders, 2020 Xxxx Xxxxxxx, Xxxxxx Xxxxxx and 2021, respectively. Xxxxxxxx Xxxxx, Xxxxx Xxxxxx X. Xxxxx each serving an initial term ending on the date of the Company’s 2021 annual general meeting of stockholders and Xxxxxxxxxxx J.R. Xxxx, Xxx “Bud” X. Xxxxxxxxxx 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 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 removable only for “cause” as set forth in the Certificate of Incorporation.
(b) Upon the closing of the IPO, the rights Audit Committee of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in comprised of J.R. Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxx, provided that Xxxx Xxxxxxx shall be removed from the remainder Audit Committee upon the earlier to occur of this Section 2.1December 31, 2019 or the appointment of the Final Independent Director. At Upon the completion closing of the IPO, the 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 Compensation Committee of the Board shall be comprised of Xxxxx Xxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx and one (1) Stone Point Director to serve on Xxxxxx Xxxxxx; and the nominating Nominating and governance committee of the Board. 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 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 appoint one (1) Stone Point Director to serve on the compensation committee Governance 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 entitled to nominate pursuant to Section 2.1(b)comprised of Xxxxx Xxxx, then the Principal Stockholders shall have the rightXxxx Xxxxxxxxxxx, at any time Xxxxxx Xxxxxx 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 applicableXxxxxx Xxxxxx.
(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 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.
Appears in 2 contracts
Samples: Stockholders' Agreement (Brigham Minerals, Inc.), Stockholders' Agreement (Brigham Minerals, Inc.)
Designees. (a) Upon the closing of the IPO, the Board shall initially consist of seven directors, including Xxxxxxxx Xxxxx, Rajini Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx (the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Xxxxx X. Xxxxxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx, the compensation committee of the 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, Xxxxx Xxxxxxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx are each Xxxxxxxxxx is deemed to be Stone Point Directorsa KKR Director. The Board will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until the Company’s annual meetings of shareholders in 2019, 2020 and 2021, respectively. Xxxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx will be 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 rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1. At the completion of the IPO, the Board shall include the applicable Stone Point Directors 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 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 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 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 and one (1) Stone Point Director to serve on the nominating and governance committee of the Board. 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 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 appoint one (1) Stone Point Director to serve on the compensation committee of the Board and one (1) Stone Point KKR Director to serve on the nominating and governance committee of the BoardBoard and permit one (1) KKR Director to serve as an observer of the compensation committee of the Board (the “Observer”). The Observer, in his or her capacity as such, shall be entitled to: (A) receive written notice of all meetings of the compensation committee, (B) attend all meetings of the compensation committee, 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 in 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 Stone Point 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 Stone Point KKR 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 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 one of the Initial Directors Director serving as a Stone Point 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 Stone Point KKR Director pursuant to this Agreement.
Appears in 2 contracts
Samples: Nomination Agreement (Focus Financial Partners Inc.), Nomination Agreement (Focus Financial Partners Inc.)
Designees. (a) Upon the closing of the IPOClosing, the Board shall initially consist of seven nine (9) directors, including Xxxxxxxx XxxxxMxxxxxx Xxxxxx, Rajini Xxxxxx XxxxxxxxJxxxxxxx X. Xxxxxxxxx, Xxxxx X. XxxxxxxxKxxxxxx Xxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx Exxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx Xx., Bxxx Xxxxxxxxx, Jxxxxxxx Xxxxxx, Txxx Xxxxx, Pxxxxxx Xxxx and Xxxx Xxxxxxxxxx Jxxxxx Xxxxxx (the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Xxxxx X. Xxxxxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx, the compensation committee of the 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, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx are each deemed to be Stone Point Directors. The Board will be divided into three (3) classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until the Company’s annual meetings of shareholders in 20192022, 2020 2023 and 20212024, respectively. Xxxxxxxx XxxxxJxxxxxxx Xxxxxx, Xxxxx X. Xxxxx Kxxxxxx Xxxx and Xxxxxxxxxxx X. Xxxxxxxxxx Jxxxxx Xxxxxx will be assigned to Class I, Rajini Xxxxxx Xxxxxxxx Bxxx Xxxxxxxxx, Exxx X. Xxxxx, Xx. and Xxxx Xxxxxxxxxx Jxxxxxxx X. Xxxxxxxxx will be assigned to Class II, and Xxxxxxx X. XxXxxxxxx Txxx Xxxxx, Mxxxxxx Xxxxxx and Xxxxx X. Xxxxxxxx Pxxxxxx Xxxx will be assigned to Class III. From and after the closing of the IPOClosing, the rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1. At the completion of the IPO, the 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 law5.1.
(ib) For so long as From and after the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 50% of its Initial Share OwnershipClosing, the Company will take 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 Board to nominate for election at each annual or special meeting of shareholders at which directors are following nominees to be elected that number of individuals designated by the Principal Stockholders that, if elected, would result in two (2) Stone Point Directors serving to serve as directors on the Board. For so long as :
(i) if the Principal Stockholder Group Spartan Sponsor and its Affiliates collectively Beneficially Owns a Own at least fifty percent (50%) of the number of shares of Common Stock representing less than 50% of its Initial Share Ownership but at least 5% of as such Persons owned immediately following the outstanding shares of Common Stock at any timeClosing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the Company will take all necessary action like), two (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law2) 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 nominees designated by the Principal Stockholders that, if elected, would result in one Spartan Sponsor (1) Stone Point Director serving on the Board. Any individuals, other than the Initial “Spartan Sponsor 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 if FTV and stock exchange regulations, for so long as its Affiliates collectively Beneficially Own at least fifty percent (50%) of the Principal Stockholder Group Beneficially Owns a number of shares of Common Stock representing at least 50% of its Initial Share Ownershipas such Persons owned immediately following the Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and 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 and like), one (1) Stone Point Director to serve on nominee designated by FTV (the nominating “FTV Director”); and
(iii) if Tiger and governance committee its Affiliates collectively Beneficially Own at least fifty percent (50%) of the Board. 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 less than 50% of its Initial Share Ownership but at least 5% of as such Persons owned immediately following the outstanding shares of Common Stock at any timeClosing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and 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 like), one (1) Stone Point Director to serve on nominee designated by Tiger (the compensation committee of the Board and one (1) Stone Point Director to serve on the nominating and governance committee of the Board“Tiger Director”).
(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 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.
Appears in 1 contract
Samples: Investor Rights Agreement (Sunlight Financial Holdings Inc.)
Designees. (a) Upon the closing consummation of the IPOReorganization, the Board shall initially consist of seven nine directors, including Xxxxxxxx Xxxxx, Rajini Xxxxxx (i) Xxxx Xxxxxxxx, Xxxxx X. XxxxxxxxXxxxxxx Xxxxxxx and Xxxxxx Xxxxxx (together with any director designated pursuant to Section 2.1(b), Xxxxxxxxxxx X. Xxxxxxxxxxthe “Existing LINN Owner Directors”), Xxxxx (ii) [●] (together with any director designated pursuant to Section 2.1(c), the “Roan Independent Director”), (iii) Xxxx X. Xxxxx, Xxxx X. Xxxx, Xxxxxxx X. XxXxxxxxx Xxxxxxx and Xxxx Xxxxxxxxxx [Xxxxxxx Xxxxxxx] (together with any director designated pursuant to Section 2.1(d), the “Initial Roan Holdings Directors”) and (iv) [Xxxx Xxxxxxx] (together with any director designated pursuant to Section 2.1(e), the “CEO Director”). The audit committee of the Board shall initially consist of three two classes of directors, including Xxxxx X. Xxxxxxxx, Xxxxxxx X. XxXxxxxxx with each of [●] and Xxxx Xxxxxxxxxx, [●] serving a term ending on the compensation committee date of the 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, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx are each deemed to be Stone Point Directors. The Board will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until the Company’s 2019 annual meetings general meeting of shareholders in 2019, 2020 and 2021, respectively. Xxxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx will be assigned to Class I, Rajini Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxxxx will be assigned to Class IIstockholders, and Xxxxxxx X. XxXxxxxxx each of [●], [●], [●], [●], [●], [●] and Xxxxx X. Xxxxxxxx will be assigned to Class III[●] serving a term ending on the Trigger Date. From and after Following the closing of the IPO, the rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1. At the completion of the IPOTrigger Date, the Board shall include the applicable Stone Point Directors referred will cease to in this paragraph (a), be classified and such other individuals as nominations for director shall be nominated and elected to the Board from time to time made by the Board or upon the advice of the Company’s stockholders consistent herewith nominating and with applicable lawcorporate governance committee.
(b) During the period beginning on the Closing Date and ending on the earlier of (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 OwnershipTrigger Date and (ii) with respect to the applicable Existing LINN Owner, the Company will take all necessary action (date on which such Existing LINN Owner ceases 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 Own at least 5% of the outstanding shares of Common Stock at any timeStock, the Company will take all necessary action (applicable Existing LINN Owner shall have the right, but not the obligation, to the extent permitted by applicable law and designate one director 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 fill any vacancy on the Board due to the death, disability, resignation or special meeting removal of shareholders at which directors are to be elected that number of individuals any Existing LINN Owner Director designated by such Existing LINN Owner; provided, however, that at all times, at least one Existing LINN Owner Director shall be an Independent Director (the Principal Stockholders that“LINN Independence Requirement”). In the event that the Linn Independence Requirement is no longer satisfied, if elected, would result the Existing LINN Owners shall promptly (i) cause the removal of an Existing Linn Owner Director in one accordance with Section 2.1(f) and (1ii) Stone Point designate a director to the Board who qualifies as an Independent Director serving on the Boardto fill such vacancy. Any individuals, other than the Initial Directors, designated by the Principal Stockholders If an Existing LINN Owner’s designation rights terminate pursuant to this the foregoing Section 2.1(b)(i) must satisfy 2.1(b)(ii), then the requirements for a replacement designee set forth director designated to the Board by such Existing LINN Owner at such time shall be entitled to continue serving in Section 2.1(c) hereofsuch capacity until the end of such director’s then-current term.
(c) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) Subject the date on which Roan Holdings ceases 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 and one (1) Stone Point Director to serve on the nominating and governance committee of the Board. 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 less than 50% of its Initial Share Ownership but Own at least 5% of the outstanding shares of Common Stock at any timeStock, 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) 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 entitled to nominate pursuant to Section 2.1(b), then the Principal Stockholders Roan Holdings shall have the right, at any time and from time to timebut not the obligation, to nominate such additional designee(s) to which it is entitled, in which case, the Company shall take all necessary corporate action (designate one Independent Director to the extent permitted by applicable law and Board, subject to the extent such action is consistent with the fiduciary duties consent of the directors under Delaware law) Existing LINN Owners (such consent not 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(sbe unreasonably withheld), and (y) designate such additional designees nominated by the Principal Stockholders to fill such newly created any 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 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 due to the death, disability, resignation or removal of a Stone Point Director, any Roan Independent Director designated pursuant to this Section 2.1(c) after the Principal Stockholders shall be entitled to designate an individual to fill date hereof.
(d) During the vacancy so long as period beginning on the Closing Date and ending on the earlier of (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 Trigger Date and (ii) the replacement designee date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to designate to the Board a number of directors equal to: (Ai) is an employee if Roan Holdings Beneficially Owns at least 30% of the outstanding shares of Common stock, four directors; (ii) if Roan Holdings Beneficially Owns at least 15% but less than 30% of the outstanding shares of Common Stock, three directors; and (iii) if Roan Holdings Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock, two directors, in each case to fill any vacancy on the Board due to the death, disability, resignation or partner removal of any Principal StockholderRoan Holdings Director; provided, however, that at all times, at least one Roan Holdings Director shall be an Independent Director (Bthe “Roan Holdings Independence Requirement”). In the event that the Roan Holdings Independence Requirement is no longer satisfied, Roan Holdings shall promptly (i) is cause the removal 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(aRoan Holdings Director in accordance with Section 2.1(f) and (Dii) does not serve designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If the designation rights of Roan Holdings terminate or diminish pursuant to the foregoing Section 2.1(d)(ii), then each applicable director designated to the Board by Roan Holdings at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term(s). For the avoidance of doubt, the designation rights of Roan Holdings under this Section 2.1(d) shall be in addition to its designation right under Section 2.1(c).
(e) During the period beginning on the board of directors or as an Closing Date and ending on the Trigger Date, the Company shall cause the then-current chief executive officer of the Company to be designated to serve as a Competitor member of the Board upon the removal of any CEO Director due to any failure by such CEO Director to hold the title of Chief Executive Officer of the Company. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Principal Stockholder shall have the right to designate a replacement director, and neither the Company nor any Principal Stockholder shall be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Principal Stockholder in excess of the number of directors that such Principal Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement. For so long as any Principal Stockholder has the right to designate at least one director to the Board under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (exclusive of any directors who may be elected by the holders of any class or series of preferred stock of the Company specified in the related Certificate of Designation); provided, that the number of directors may be increased if necessary to (i) satisfy the requirements of applicable laws and stock exchange regulations or (ii) provide a Principal Stockholder with the number of directors that such Principal Stockholder is entitled to designate under this Article II. The Company shall take all necessary action (agrees, to the fullest extent permitted by applicable law and (including with respect to the extent such action is consistent with the any applicable 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 Necessary Action to effectuate the above by: (A) including the persons designated pursuant 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 this Section 2.1 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 directors, (to the extent that directors of such nominee’s class are to be elected at such meeting for so long as the Board is classifiedB) nominating and to nominate and recommend recommending each such individual to be elected as a director as provided herein, and to solicit (C) soliciting proxies or consents in favor thereof. The Company , and (D) 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 support for the election of such nominees as it provides to any other individual standing for election as a director.
(f) So long as any Existing LINN Owner or Roan Holdings is entitled to identify such individual as a Stone Point Director designate one or more nominees pursuant to Section 2.1(b), (c) or (d), each Existing LINN Owner and Roan Holdings shall have the right to request the removal of any director (with or without cause) designated by such Existing LINN Owner or Roan Holdings, as applicable, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal.
(g) Nothing in this AgreementSection 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.
Appears in 1 contract
Samples: Master Reorganization Agreement (Linn Energy, Inc.)
Designees. (a) Upon the closing consummation of the IPOReorganization, the Board shall initially consist of seven eight directors, including Xxxxxxxx Xxxxx, Rajini Xxxxxx (i) Xxxx Xxxxxxxx, Xxxxx X. XxxxxxxxXxxxxxx Xxxxxxx and Xxxxxx Xxxxxx (together with any director designated pursuant to Section 2.1(b), Xxxxxxxxxxx X. Xxxxxxxxxxthe “Existing LINN Owner Directors”), Xxxxx (ii) Xxxx X. Xxxxx, Xxxx X. Xxxx, Xxxxxxx X. XxXxxxxxx Xxxxxxx and Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx (together with any director designated pursuant to Section 2.1(d), the “Initial Roan Holdings Directors”) and (iii) Xxxx Xxxxxxx (together with any director designated pursuant to Section 2.1(e), the “CEO Director”). The audit committee Board shall consist of two classes of directors, with each of Xxxx Xxxxxxx and, subject to Section 2.1(c), the Roan Independent Director (as defined below) serving a term ending on the date of the Board shall initially consist Company’s 2019 annual general meeting of three directorsstockholders, including Xxxxx X. and each of Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. XxXxxxxxx Xxxxx, Xxxx X. Xxxx, Xxxxxxx X. Xxxxxxx and Xxxx XxxxxxxxxxXxxxxxx Xxxxxxx serving a term ending on the Trigger Date. Following the Trigger Date, the compensation committee of Board will cease to be classified and nominations for director shall be made by the Board shall initially consist upon the advice 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, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx are each deemed to be Stone Point Directors. The Board will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until the Company’s annual meetings of shareholders in 2019, 2020 nominating and 2021, respectively. Xxxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx will be 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 rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1. At the completion of the IPO, the 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 lawcorporate governance committee.
(b) During the period beginning on the Closing Date and ending on the earlier of (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 OwnershipTrigger Date and (ii) with respect to the applicable Existing LINN Owner, the Company will take all necessary action (date on which such Existing LINN Owner ceases 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 Own at least 5% of the outstanding shares of Common Stock at any timeStock, the Company will take all necessary action (applicable Existing LINN Owner shall have the right, but not the obligation, to the extent permitted by applicable law and designate one director 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 fill any vacancy on the Board due to the death, disability, resignation or special meeting removal of shareholders at which directors are to be elected that number of individuals any Existing LINN Owner Director designated by such Existing LINN Owner; provided, however, that at all times, at least one Existing LINN Owner Director shall be an Independent Director (the Principal Stockholders that“LINN Independence Requirement”). In the event that the Linn Independence Requirement is no longer satisfied, if elected, would result the Existing LINN Owners shall promptly (i) cause the removal of an Existing Linn Owner Director in one accordance with Section 2.1(f) and (1ii) Stone Point designate a director to the Board who qualifies as an Independent Director serving on the Boardto fill such vacancy. Any individuals, other than the Initial Directors, designated by the Principal Stockholders If an Existing LINN Owner’s designation rights terminate pursuant to this the foregoing Section 2.1(b)(i) must satisfy 2.1(b)(ii), then the requirements for a replacement designee set forth director designated to the Board by such Existing LINN Owner at such time shall be entitled to continue serving in Section 2.1(c) hereofsuch capacity until the end of such director’s then-current term.
(c) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) Subject the date on which Roan Holdings ceases 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 and one (1) Stone Point Director to serve on the nominating and governance committee of the Board. 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 less than 50% of its Initial Share Ownership but Own at least 5% of the outstanding shares of Common Stock at any timeStock, 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) 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 entitled to nominate pursuant to Section 2.1(b), then the Principal Stockholders Roan Holdings shall have the right, at any time and from time to timebut not the obligation, to nominate such additional designee(s(a) to which it is entitled, in which case, the Company shall take all necessary corporate action (designate one Independent Director to the extent permitted by applicable law and Board (the “Roan Independent Director”), subject to the extent such action is consistent with the fiduciary duties consent of the directors under Delaware law) Existing LINN Owners (such consent not 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(sbe unreasonably withheld), and (yb) designate such additional designees nominated by the Principal Stockholders to fill such newly created any 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 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 due to the death, disability, resignation or removal of a Stone Point Directorany Roan Independent Director designated pursuant to clause (a) of this Section 2.1(c) after the date hereof. Upon the designation and approval of the Roan Independent Director in accordance with this Section 2.1(c), the Principal Stockholders shall be entitled and the Company will take all Necessary Action to designate an individual expand the Board to fill nine seats to include the vacancy so long as Roan Independent Director.
(d) During the period beginning on the Closing Date and ending on the earlier of (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 Trigger Date and (ii) the replacement designee date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to designate to the Board a number of directors equal to: (Ai) is an employee if Roan Holdings Beneficially Owns at least 30% of the outstanding shares of Common stock, four directors; (ii) if Roan Holdings Beneficially Owns at least 15% but less than 30% of the outstanding shares of Common Stock, three directors; and (iii) if Roan Holdings Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock, two directors, in each case to fill any vacancy on the Board due to the death, disability, resignation or partner removal of any Principal StockholderRoan Holdings Director; provided, however, that at all times, at least one Roan Holdings Director shall be an Independent Director (Bthe “Roan Holdings Independence Requirement”). In the event that the Roan Holdings Independence Requirement is no longer satisfied, Roan Holdings shall promptly (i) is cause the removal 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(aRoan Holdings Director in accordance with Section 2.1(f) and (Dii) does not serve designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If the designation rights of Roan Holdings terminate or diminish pursuant to the foregoing Section 2.1(d)(ii), then each applicable director designated to the Board by Roan Holdings at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term(s). For the avoidance of doubt, the designation rights of Roan Holdings under this Section 2.1(d) shall be in addition to its designation right under Section 2.1(c).
(e) During the period beginning on the board of directors or as an Closing Date and ending on the Trigger Date, the Company shall cause the then-current chief executive officer of the Company to be designated to serve as a Competitor member of the Board upon the removal of any CEO Director due to any failure by such CEO Director to hold the title of Chief Executive Officer of the Company. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Principal Stockholder shall have the right to designate a replacement director, and neither the Company nor any Principal Stockholder shall be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Principal Stockholder in excess of the number of directors that such Principal Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement. For so long as any Principal Stockholder has the right to designate at least one director to the Board under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (exclusive of any directors who may be elected by the holders of any class or series of preferred stock of the Company specified in the related Certificate of Designation); provided, that the number of directors may be increased if necessary to (i) satisfy the requirements of applicable laws and stock exchange regulations or (ii) provide a Principal Stockholder with the number of directors that such Principal Stockholder is entitled to designate under this Article II. The Company shall take all necessary action (agrees, to the fullest extent permitted by applicable law and (including with respect to the extent such action is consistent with the any applicable 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 Necessary Action to effectuate the above by: (A) including the persons designated pursuant 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 this Section 2.1 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 directors, (to the extent that directors of such nominee’s class are to be elected at such meeting for so long as the Board is classifiedB) nominating and to nominate and recommend recommending each such individual to be elected as a director as provided herein, and to solicit (C) soliciting proxies or consents in favor thereof. The Company , and (D) 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 support for the election of such nominees as it provides to any other individual standing for election as a director.
(f) So long as any Existing LINN Owner or Roan Holdings is entitled to identify such individual as a Stone Point Director designate one or more nominees pursuant to Section 2.1(b), (c) or (d), each Existing LINN Owner and Roan Holdings shall have the right to request the removal of any director (with or without cause) designated by such Existing LINN Owner or Roan Holdings, as applicable, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal.
(g) Nothing in this AgreementSection 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.
Appears in 1 contract
Designees. (a) Upon the closing of the IPOBusiness Combination, the Board shall initially consist of seven nine directors, including Xxxxxxxx Cxxxx Xxx, Exxxxxxxx Xxxxxxxx, Rxxxxx Xxxxxx, Pxxxxxxx X. Xxxxxxx, Dxxxx Xxxxx, Rajini Jxxxxx Xxxxxxx, Dxxxxx Xxxxxxx, Jxxx Xxxx and Kxxx Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx (the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Xxxxx Pxxxxxxx X. Xxxxxxx, Rxxxxx Xxxxxx and Exxxxxxxx Xxxxxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx, the compensation committee of the 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, Xxxxx X. Xxxxxxxx Dxxxx Xxxxx, Jxxxxx Xxxxxxx, Dxxxxx Xxxxxxx, Jxxx Xxxx and Xxxxx X. Xxxxx Kxxx Xxxxxx are each deemed to be Stone Point LS Directors. The Board will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until the Company’s annual meetings of shareholders in 20192022, 2020 2023 and 20212024, respectively. Xxxxxxxx XxxxxExxxxxxxx Xxxxxxxx, Xxxxx X. Xxxxx Jxxxxx Xxxxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx Jxxx Xxxx will be assigned to Class I, Rajini Dxxxxx Xxxxxxx, Rxxxxx Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxxxx Kxxx Xxxxxx will be assigned to Class II, and Cxxxx Xxx, Dxxxx Xxxxx and Pxxxxxxx X. Xxxxxxx X. XxXxxxxxx and Xxxxx X. Xxxxxxxx will be assigned to Class III. From and after the closing of the IPOBusiness Combination, the rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1. At the completion Upon consummation of the IPOBusiness Combination, the Board shall include the applicable Stone Point 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 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 five (25) Stone Point 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 540% 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) Stone Point LS 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 5010% 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 and one (1) Stone Point LS Director to serve on the nominating and governance each committee of the Board. Subject to applicable laws .
(iii) Following the closing of the Business Combination and stock exchange regulations, 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 is entitled to designate any Person to the outstanding shares of Common Stock at any timeBoard 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) Stone Point LS Director to serve on the compensation committee of the Board and one (1) Stone Point Director to serve on the nominating and governance committee 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 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 closing of the IPO Business 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 Board shall consist of seven 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). 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 The Principal Stockholders may cause any LS Director may be removed (with or without cause) to resign 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 LS 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 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 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 Companydesignation. 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 LS Director pursuant to this Agreement.
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Samples: Nomination Agreement (EVgo Inc)
Designees. (a) Upon the closing of the IPO, the Board shall initially consist of seven ten directors, including Xxxxxxxx Xxxxxx Xxxxxx, Xxxx Xxxxx, Rajini Xxxxxx XxxxxxxxXxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx X. XxxxxxxxXxxxx, Xxxxxxxxxxx X. XxxxxxxxxxKi Xxx Xxxx, Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx Xxxxx and Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxxx (the “Initial Directors”). The audit committee of the Board shall initially consist of three directors, including Xxxxx X. XxxxxxxxXxxxx, Xxxxxxx X. XxXxxxxxx Xxxxxx Xxxxxxxxxxx and Xxxx XxxxxxxxxxXxxxxx Xxxxxxx, the compensation committee of the Board shall initially consist of three directors, including Xxxxx X. XxxxxxxxXxxxx, Xxxxx X. Xxxxx Xxxxxx Xxxxxxxxxxx and Xxxx XxxxxxxxxxXxxxxx Xxxxxxx, and the nominating and governance committee of the Board shall initially consist of three directors, including Xxxxxxxxxxx X. XxxxxxxxxxXxxxxx Xxxxxxx, Xxxxx X. Xxxxxxxx Xxxxx and Xxxxxxx X. XxXxxxxxxXxxxxx Xxxxxxxxxxx. Of the Initial Directors, Xxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx X. Xxxxxxxx Xxxxx and Xxxxx X. Xxxxx Xxxx Xxxxxxx are each deemed to be Stone Point LS Directors. Subsequent to the closing of the IPO, the Board shall appoint one additional director in accordance with the committee composition and phase in requirements of the Nasdaq applicable to controlled companies.
(b) The Board will be divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until the Company’s annual meetings of shareholders in 20192023, 2020 2024 and 20212025, respectively. Xxxxxxxx Xxxxx Xxxxx, Xxxxx X. Xxxxx Xxxx Xxxxxxx and Xxxxxxxxxxx X. Xxxxxxxxxx Xxxx Xxxx will be assigned to Class I, Rajini Xxxxxx Xxxxxxxx Xxxxxxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxxxxxxx Ki Dae Park will be assigned to Class II, and Xxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx X. XxXxxxxxx and Xxxxx X. Xxxxxxxx Xxxxx will be assigned to Class III. From and after the closing of the IPO, the rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1. At the completion of the IPO, the Board shall include the applicable Stone Point 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 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 such that, if elected, would result in one (1) Stone Point Director at least a majority of the directors serving on the BoardBoard are LS Directors. Any individualsFor 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, other than the Initial Directors, 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 pursuant 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 this Section 2.1(b)(ithe extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) must satisfy to cause the requirements 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 replacement designee set forth in Section 2.1(cnumber 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) hereofto 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 50(i) 15% of its Initial Share Ownershipthe 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) Stone Point LS Directors to serve on the compensation committee of the Board and one (1) Stone Point Director to serve on the nominating and governance each committee of the Board. 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 less than 50% of its Initial Share Ownership but at least 5(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) Stone Point LS Director to serve on the compensation committee of the Board and one (1) Stone Point Director to serve on the nominating and governance each committee of the Board.
(ciii) 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(b2.1(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.
(de) Following the date of completion of the IPO and for 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 at least eleven members and no more than twelve members (other than as contemplated by Section 2.1(c2.1(a), Section 2.1(d) or Section 2.1(e2.1(f) 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.
(ef) Any Stone Point The Principal Stockholders may cause any LS Director may be removed (with or without cause) to resign from time to time and at any time by the Principal Stockholders upon notice to the Company.
(fg) In the event that a vacancy is created on the Board by the death, disability, resignation or removal of a Stone Point LS 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 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)(i2.1(c)(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 Companydesignation. 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.
(gh) 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 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 LS Director pursuant to this Agreement.
Appears in 1 contract
Designees. (a) Upon the closing of the IPOClosing, the Board shall initially consist of seven nine (9) directors, including Xxxxxxxx XxxxxXxxxxxx X. Xxxxxxx, Rajini Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx (the “Initial Directors”). The audit committee of the Board shall initially consist of three directorsXxxxxxxxx Xxxxxxxx, including Xxxxx Xxxxxx X. Xxxxxxxx, and Xxxxxxx X. XxXxxxxxx and Xxxx Xxxxxxxxxx. In accordance with the certificate of incorporation of Holdco, the compensation committee of the 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, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx are each deemed to be Stone Point Directors. The Board will be divided into three (3) classes serving staggered three-year terms. The initial term of the Class I, I directors shall expire at the first (1st) annual meeting of the stockholders of Holdco following the Closing Date at which directors are elected. The initial term of the Class II and 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 will serve until shall expire at the Company’s third (3rd) annual meetings meeting of shareholders in 2019the stockholders of Holdco following the Closing Date at which directors are elected. Xxxxxxx X. Xxxxxxx, 2020 Xxxxxx X. Xxxxxxxx and 2021, respectively. Xxxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxx will be assigned to Class I, Rajini Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxx X. Xxxxxxxx, and Xxxx Xxxxxxxxxx Xxxxx Xxxxx will be assigned to Class II, and Xxxxxxx X. XxXxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, and Xxxxx X. Xxxxxxxxx Xxxxxxxx will be assigned to Class III. From and after the closing of the IPOClosing, the rights of the Principal Stockholders Founding Investors to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 2.1. At 2.
(b) From and after the completion Closing Date, in respect of each annual meeting or special meeting of the IPOstockholders of Holdco at which directors are to be elected, the Board Founding Investors, collectively, shall include have the applicable Stone Point Directors referred right, but not the obligation, to in this paragraph (a), and such other individuals as shall be nominated and elected nominate for election to the Board from time to time by the Board or the Company’s stockholders consistent herewith and with of Directors in any applicable law.
(i) For so long as the Principal Stockholder Group Beneficially Owns a election that number of shares of Common Stock representing at least 50% of its Initial Share Ownershipindividuals determined in accordance with Section 2.1(c) below (the “Founding Investor Nominees”). Holdco will use reasonable best efforts, the Company will take 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 nominate for election be elected at each annual meeting or special meeting of shareholders 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 individuals designated Directors, when taken together with any incumbent director of a different class nominated by the Principal Stockholders that, if electedFounding Investors and not standing for election in such election, would result in two (2) Stone Point Directors serving the number of directors on the Board. For Board of Directors nominated by the Founding Investors as specified below:
(i) up to seven (7) directors, so long as the Principal Stockholder Group Beneficially Owns a number Founding Investors collectively beneficially own (directly or indirectly) greater than 70% of shares 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 Stock representing 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 its Initial Share Ownership 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 shares Common Shares but less than 20% of the outstanding Common Stock Shares. In the event the size of the Board is increased or decreased at any timetime to other than nine (9) directors, the Company will take all necessary action (Founding Investors’ collective nomination rights under this Section 2.1 shall be proportionately increased or decreased, respectively, rounded up to the nearest whole number.
(d) For the avoidance of doubt, the rights granted to the Founding Investors to designate members of the Board 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 and (including with respect to the extent such action is consistent with the any applicable fiduciary duties of the directors under Delaware law), that taking all necessary corporate action to effectuate the above will include (i) to cause including 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 Persons 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)(i2.1(b) must satisfy in the requirements slate of nominees recommended by the Board for a replacement designee set forth in Section 2.1(c) hereof.
election at any meeting of stockholders called for the purpose of electing directors, (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 and one (1) Stone Point Director to serve on the nominating and governance committee of the Board. Subject recommending each such individual to applicable laws and stock exchange regulationsbe elected as a director as provided herein, 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 lawiii) 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 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, soliciting proxies or consents 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)favor thereof, and (yiv) designate without limiting the foregoing, otherwise using its reasonable best efforts to cause such additional designees nominated by the Principal Stockholders nominees 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 be elected to the Board pursuant Board, including providing at least as high a level of support for the election of such nominees as it provides to Section 2.1, the Board shall consist of seven members (any other than individual standing for election 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 Companya director.
(f) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of a Stone Point DirectorDirector designated by the Founding Investors pursuant to this Agreement, then the Principal Stockholders shall Founding Investors will 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 vacancy. Holdco 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 possibleBoard.
(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.
Appears in 1 contract
