Common use of Director Designation Rights Clause in Contracts

Director Designation Rights. (a) For so long as the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute at least 7.5% of the outstanding Common Units, the Partnership Unitholders shall be entitled to appoint one director to the Board of Directors of the Partnership GP. The Holders’ Representative may designate the director for appointment on behalf of the Partnership Unitholders pursuant to its authority in Section 3.17 of this Agreement. (b) If at any time the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute less than 7.5% of the outstanding Common Units, the right of the Partnership Unitholders to appoint one director pursuant to this Agreement shall forever terminate. (c) If, following appointment to the Board of Directors of the Partnership GP, the director appointed by the Partnership Unitholders resigns or is otherwise unable to serve for any reason, or is removed, and the Partnership Unitholders still have the right to appoint such director pursuant to Section 2.05(a), then, the Partnership Unitholders shall be entitled to designate a replacement director. The Partnership Unitholders may cause the removal of any director appointed by the Partnership Unitholders for any reason. The Sole Member may remove the director appointed by the Partnership Unitholders only for Cause or pursuant to clause (d) below. (d) In the event that the Rentech Partnership Unitholders and their Included Assignees cease to hold the minimum percentage of the outstanding Common Units that entitles the Partnership Unitholders to appoint a director to the Board of Directors of the Partnership GP pursuant to Section 2.05(a), the Sole Member may remove such director from the Board of Directors of the Partnership GP for any reason. (e) By written notice to the Partnership GP, the Partnership Unitholders may, in their sole discretion, unilaterally terminate or waive their right to appoint directors to the Board of Directors of the Partnership GP pursuant to this Section 2.05.

Director Designation Rights. (a) For so long as the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute at least 7.515% of the outstanding Common Units, the Partnership Unitholders shall be entitled to appoint one director to the Board of Directors of the Partnership GP. The Holders’ Representative may designate the director for appointment on behalf of the Partnership Unitholders pursuant to its authority in Section 3.17 of this Agreement. (b) If at any time the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute less than 7.515% of the outstanding Common Units, the right of the Partnership Unitholders to appoint one director pursuant to this Agreement shall forever terminate. (c) If, following appointment to the Board of Directors of the Partnership GP, the director appointed by the Partnership Unitholders resigns or is otherwise unable to serve for any reason, or is removed, and the Partnership Unitholders still have the right to appoint such director pursuant to Section 2.05(a3.02(a), then, the Partnership Unitholders shall be entitled to designate a replacement director. The Partnership Unitholders may cause the removal of any the director appointed by the Partnership Unitholders for any reason. The Sole Member may remove the any director appointed by the Partnership Unitholders only for Cause or pursuant to clause (d) below. (d) In the event that the Rentech Partnership Unitholders and their Included Assignees cease to hold the minimum percentage of the outstanding Common Units that entitles the Partnership Unitholders to appoint a director to the Board of Directors of the Partnership GP pursuant to Section 2.05(a3.02(a), the Sole Member may remove such director from the Board of Directors of the Partnership GP for any reason. (ef) By written notice to the Partnership GP, the Partnership Unitholders may, in their sole discretion, unilaterally terminate or waive their right to appoint directors to the Board of Directors of the Partnership GP pursuant to this Section 2.053.02.

Director Designation Rights. (a) For Effective as of the Closing Date or such later date as the Partnership Unitholders and their Included Assignees may determine, and for so long as the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute at least 15% of the outstanding Common Units, the Partnership Unitholders shall be entitled to appoint two directors to the Board of Directors of the Partnership GP. (b) Effective as of the Closing Date or such later date as the Partnership Unitholders and their Included Assignees may determine, and for so long as the Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units that constitute less than 15% but at least 7.5% of the outstanding Common Units, the Partnership Unitholders shall be entitled to appoint one director to the Board of Directors of the Partnership GP. The Holders’ Representative may designate the director for appointment on behalf of the Partnership Unitholders pursuant to its authority in Section 3.17 of this Agreement. (bc) If at any time the Rentech Partnership Unitholders and their Included Assignees have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Partnership Common Units (as defined in the Rentech Transaction Agreement) that constitute less than 7.5% of the outstanding Common Units, the right of the Partnership Unitholders to appoint one director or more directors pursuant to this Agreement shall forever terminate. (cd) If, following appointment to the Board of Directors of the Partnership GP, the a director appointed by the Partnership Unitholders resigns or is otherwise unable to serve for any reason, or is removed, and the Partnership Unitholders still have the right to appoint such director pursuant to Section 2.05(a3.02(a) or Section 3.02(b), then, the Partnership Unitholders shall be entitled to designate a replacement director. The Partnership Unitholders may cause the removal of any director appointed by the Partnership Unitholders for any reason. The Sole Member may remove the any director appointed by the Partnership Unitholders only for Cause or pursuant to clause (de) below. (de) In the event that the Rentech Partnership Unitholders and their Included Assignees cease to hold the minimum percentage of the outstanding Common Units that entitles the Partnership Unitholders to appoint a director to the Board of Directors of the Partnership GP pursuant to Section 2.05(a3.02(a) or Section 3.02(b), the Sole Member may remove such director from the Board of Directors of the Partnership GP for any reason. (ef) By written notice to the Partnership GP, the Partnership Unitholders may, in their sole discretion, unilaterally terminate or waive their right to appoint directors to the Board of Directors of the Partnership GP pursuant to this Section 2.053.02.