Common use of Director Qualifications Clause in Contracts

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A Certificate of Designations, the FP Investor Parties agree that, prior to and as a condition to the election to the Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree that such Investor Director Designee shall not be nominated or elected to the Board, and the FP Investor Parties shall have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.05), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement or other filings in accordance with applicable Law, any NASDAQ rules or listing standards or the Certificate of Incorporation or Bylaws or Corporate Governance Guidelines, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director; and (ii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director. (b) No FP Investor Party shall be under any obligation to vote in the same manner as recommended by the Board or in any other manner, other than in its sole discretion; provided, that, until the first date on which the 25% Beneficial Ownership Requirement is not satisfied, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the FP Investor Parties shall take all reasonable actions such that all of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor of the Investor Director Designee.

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A C Certificate of DesignationsAmendment, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Board of any Investor Director Designee or any Independent Director Designee (and, in the case of any Independent Director Designee, as a condition to the Board’s obligation to elect or nominate such Independent Director Designee for election as a Director) (any such Investor Director Designee or Independent Director Designee, a “Director Designee”), (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Designees and Initial Independent Director Designees (to the extent identified as of the date hereof) have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Board, and the FP Investor Parties Person having the right to nominate or elect such Director Designee in accordance with this Section 2.06 and the Series C Certificate of Amendment shall have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.06), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: (ia) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates and Representatives in a proxy statement or other filings in accordance with applicable Law, any NASDAQ stock exchange rules or listing standards or the Certificate of Incorporation or Bylaws or Corporate Governance Guidelines, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director; and; (iib) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, to the extent applicable, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director.; (bc) No FP Investor Party shall be under any obligation to vote an undertaking in writing by such Director Designee in the same manner as recommended form provided by all Directors and by candidates for Directors, including any such undertakings, representations and agreements that are required under the Certificate of Incorporation, Bylaws or Corporate Governance Guidelines; and (d) an undertaking in writing by each Investor Director Designee, to recuse himself or herself, if requested by the Board or in committee, from any other manner, other than in its sole discretion; provided, that, until the first date on which the 25% Beneficial Ownership Requirement is not satisfied, at each meeting deliberations or discussion of the stockholders of Board or any committee thereof regarding (i) negotiations or good faith disputes between the Company and at every postponement the Investor or adjournment thereof, C-A NA LLC or any of its Subsidiaries to the FP Investor Parties shall take all reasonable actions such that all extent regarding the exercise of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor Company’s rights under Section 10.3(a) of the North America LLC Agreement, (ii) any litigation or good faith dispute between the Company and the Investor Director Designeeor C-A NA LLC or any Affiliate of C-A NA LLC under the Investment Agreement or North American Investment Agreement or (iii) any matter adverse to the Company related to the Transaction Documents or the Transactions (in each case, as defined in the North American Investment Agreement).

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement Agreement, the Certificate of Incorporation or the Series A Certificate of DesignationsBylaws, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Company Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Mx. Xxxxxxx and Mx. Xxxxxxxx have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Company Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Company Board, and the FP Investor Parties shall shall, if then entitled to such right hereunder, have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.04), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: (iii) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement statement, current report on form 8-K or other filings in accordance with applicable Law, any NASDAQ rules or listing standards or the Certificate of Incorporation or Bylaws or Corporate Governance GuidelinesBylaws, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director, and, if applicable, consent to being named as such in any such filing; and (iiiii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director. (b) No FP Investor Party shall be under any obligation to vote in the same manner as recommended by the Board or in any other manner, other than in its sole discretion; provided, that, until the first date on which the 25% Beneficial Ownership Requirement is not satisfied, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the FP Investor Parties shall take all reasonable actions such that all of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor of the Investor Director Designee.

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A B Certificate of Designations, the FP Investor Parties agree that, prior to and as a condition to the election to the Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Designees have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree that such Investor Director Designee shall not be nominated or elected to the Board, and the FP Investor Parties shall have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.05), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement or other filings in accordance with applicable Law, any NASDAQ rules or listing standards or the Certificate of Incorporation or Bylaws or Corporate Governance Guidelines, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director; and (ii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director. (b) No FP Investor Party shall be under any obligation to vote in the same manner as recommended by the Board or in any other manner, other than in its sole discretion; provided, that, until the first date on which the 25% Beneficial Ownership Requirement is not satisfiedthere has occurred a Fall-Away of Investor Board Rights, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the FP Investor Parties shall take all reasonable actions such that all of the shares of Series A B Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor of the Investor Director Designee.

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement Agreement, the Certificate of Incorporation or the Series A Certificate of DesignationsBylaws, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Company Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Xx. Xxxxxxx and [●] have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Company Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Company Board, and the FP Investor Parties shall shall, if then entitled to such right hereunder, have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.04), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement statement, current report on form 8-K or other filings in accordance with applicable Law, any NASDAQ rules or listing standards or the Certificate of Incorporation or Bylaws or Corporate Governance GuidelinesBylaws, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director, and, if applicable, consent to being named as such in any such filing; and (ii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director. (b) No FP The Investor Party shall not be under any obligation to vote in the same manner as recommended by the Company Board or in any other manner, other than in its sole discretion; provided, that, until the first date on which the 25% Beneficial Ownership Requirement is not satisfied, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the FP Investor Parties shall take all reasonable actions such that all of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor of the Investor Director Designee.

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A Certificate of DesignationsAgreement, the FP Investor Parties agree agrees that, prior to and as a condition to the nomination and election to the Board of any Investor Director Designee, Nominee: (xa) such Investor Director Designee Nominee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has satisfied such requirements as of the date hereof)Standards; provided that that: (1i) no Investor Director Designee Nominee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or ), is subject to any Judgment prohibiting service as a director of any public company and company, or is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (2viii) under the Securities Act except for a disqualification event covered by Rule 506(d)(2) or (d)(3) and (ii) if any Investor Director Designee Nominee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1i), the FP Investor Parties agree agrees that such Investor Director Designee Nominee shall not be nominated or elected to the Board, and neither the FP Investor Parties Company nor any Stockholder shall have the right any obligation to designate a replacement therefor recommend, support or vote for such Investor Nominee’s nomination or election, (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.05), (yb) each Investor Director Designee Nominee shall (and the FP Investor Parties shall cause each Investor Director Designee Nominee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director DesigneeNominee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and and (zc) each Investor Director Designee Nominee must provide to the Company:: CPAM: 10212011.2 (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement or other filings in accordance with applicable Applicable Law, any NASDAQ rules or listing standards or the Certificate Articles of Incorporation Incorporation, By-laws or Bylaws any corporate governance guidelines adopted from time to time by the Company provided that no such guidelines shall unreasonably or Corporate Governance Guidelinesintentionally restrict the Investor’s rights under this Article II, in each case, relating to such Investor Director DesigneeNominee’s nomination or election, as applicable, as a Director; and (ii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, in each case, relating to such Investor Director DesigneeNominee’s nomination or election, as applicable, as a Director. (b. For the avoidance of doubt, if any Investor Nominee fails to meet the criteria for nomination and election set forth in this Article II, the Investor shall have the right to nominate a replacement Investor Nominee so long as doing so would not necessitate an amendment to the Company’s proxy statement for the special or annual meeting of stockholders at which such original Investor Nominee would have stood for election. If at any time an Investor Director ceases to satisfy the criteria set forth in Section 2.03(a) No FP above, then the Investor Party Director shall be under any obligation immediately resign, and the Investor shall cause such Investor Director to vote in immediately resign, from his or her position as a Director effective as of the same manner as recommended by receipt of such notice, whereupon the Board or in any other mannerInvestor, other than in its sole discretion; provided, that, until provided the first date on which the 2520.0% Beneficial Ownership Requirement is not satisfied, at each meeting of shall have the stockholders of the Company and at every postponement or adjournment thereof, the FP right to nominate an Investor Parties shall take all reasonable actions Nominee for such that all of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor of the Investor Director Designeevacancy.

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A Certificate of DesignationsAgreement, the FP Investor Parties agree agrees that, prior to and as a condition to the nomination and election to the Board of any Investor Director Designee, Nominee: (xa) such Investor Director Designee Nominee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has satisfied such requirements as of the date hereof)Standards; provided that that: (1i) no Investor Director Designee Nominee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or ), is subject to any Judgment prohibiting service as a director of any public company and company, or is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (2viii) under the Securities Act except for a disqualification event covered by Rule 506(d)(2) or (d)(3) and (ii) if any Investor Director Designee Nominee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1i), the FP Investor Parties agree agrees that such Investor Director Designee Nominee shall not be nominated or elected to the Board, and neither the FP Investor Parties Company nor any Stockholder shall have the right any obligation to designate a replacement therefor recommend, support or vote for such Investor Nominee’s nomination or election, (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.05), (yb) each Investor Director Designee Nominee shall (and the FP Investor Parties shall cause each Investor Director Designee Nominee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director DesigneeNominee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and and (zc) each Investor Director Designee Nominee must provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement or other filings in accordance with applicable Applicable Law, any NASDAQ rules or listing CPAM: 9910021.10 standards or the Certificate Articles of Incorporation Incorporation, By-laws or Bylaws any corporate governance guidelines adopted from time to time by the Company provided that no such guidelines shall unreasonably or Corporate Governance Guidelinesintentionally restrict the Investor’s rights under this Article II, in each case, relating to such Investor Director DesigneeNominee’s nomination or election, as applicable, as a Director; and (ii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, in each case, relating to such Investor Director DesigneeNominee’s nomination or election, as applicable, as a Director. (b. For the avoidance of doubt, if any Investor Nominee fails to meet the criteria for nomination and election set forth in this Article II, the Investor shall have the right to nominate a replacement Investor Nominee so long as doing so would not necessitate an amendment to the Company’s proxy statement for the special or annual meeting of stockholders at which such original Investor Nominee would have stood for election. If at any time an Investor Director ceases to satisfy the criteria set forth in Section 2.03(a) No FP above, then the Investor Party Director shall be under any obligation immediately resign, and the Investor shall cause such Investor Director to vote in immediately resign, from his or her position as a Director effective as of the same manner as recommended by receipt of such notice, whereupon the Board or in any other mannerInvestor, other than in its sole discretion; provided, that, until provided the first date on which the 2520.0% Beneficial Ownership Requirement is not satisfied, at each meeting of shall have the stockholders of the Company and at every postponement or adjournment thereof, the FP right to nominate an Investor Parties shall take all reasonable actions Nominee for such that all of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor of the Investor Director Designeevacancy.

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement Agreement, the Certificate of Incorporation or the Series A Certificate of DesignationsBylaws, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Company Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Xx. Xxxxxxx and Xx. Xxxxxxxx have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Company Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Company Board, and the FP Investor Parties shall shall, if then entitled to such right hereunder, have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.04), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement statement, current report on form 8-K or other filings in accordance with applicable Law, any NASDAQ rules or listing standards or the Certificate of Incorporation or Bylaws or Corporate Governance GuidelinesBylaws, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director, and, if applicable, consent to being named as such in any such filing; and (ii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director. (b) No FP The Investor Party shall not be under any obligation to vote in the same manner as recommended by the Company Board or in any other manner, other than in its sole discretion; provided, that, until the first date on which the 25% Beneficial Ownership Requirement is not satisfied, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the FP Investor Parties shall take all reasonable actions such that all of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor of the Investor Director Designee.

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A C Certificate of DesignationsAmendment, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Board of any Investor Director Designee or any Independent Director Designee (and, in the case of any Independent Director Designee, as a condition to the Board’s obligation to elect or nominate such Independent Director Designee for election as a Director) (any such Investor Director Designee or Independent Director Designee, a “Director Designee”), (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Designees and Initial Independent Director Designees (to the extent identified as of the date hereof) have satisfied such requirements as of the date hereof and the Board has determined that based on the information supplied by such individuals as of the date hereof each of the Initial Investor Director Designees is an “independent director” under NYSE Rule 303A.02 and the Corporate Governance Guidelines as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Board, and the FP Investor Parties Person having the right to nominate or elect such Director Designee in accordance with this Section 2.06 and the Series C Certificate of Amendment shall have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.06), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: (ia) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates and Representatives in a proxy statement or other filings in accordance with applicable Law, any NASDAQ stock exchange rules or listing standards or the Certificate of Incorporation or Bylaws or Corporate Governance Guidelines, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director; and; (iib) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, to the extent applicable, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director.; (bc) No FP Investor Party shall be under any obligation to vote an undertaking in writing by such Director Designee in the same manner as recommended form provided by all Directors and by candidates for Directors, including any such undertakings, representations and agreements that are required under the Certificate of Incorporation, Bylaws or Corporate Governance Guidelines; and (d) an undertaking in writing by each Investor Director Designee, to recuse himself or herself, if requested by the Board or in committee, from any other manner, other than in its sole discretion; provided, that, until the first date on which the 25% Beneficial Ownership Requirement is not satisfied, at each meeting deliberations or discussion of the stockholders of Board or any committee thereof regarding (i) negotiations or good faith disputes between the Company and at every postponement the Investor or adjournment thereof, New Avon or any of its Subsidiaries to the FP Investor Parties shall take all reasonable actions such that all extent regarding the exercise of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor Company’s rights under Section 10.3(a) of the North America LLC Agreement, (ii) any litigation or good faith dispute between the Company and the Investor Director Designeeor New Avon or any Affiliate of New Avon under the Investment Agreement or North American Investment Agreement or (iii) any matter adverse to the Company related to the Transaction Documents or the Transactions (in each case, as defined in the North American Investment Agreement).

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement No individual may be designated by Contributor for nomination or the Series A Certificate of Designations, the FP Investor Parties agree that, prior to and as a condition to the election appointment to the Board at any time: (i) if, within ten years of any Investor Director Designeesuch time, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(fdescribed in Items 401(f)(1)-(8) of Regulation S-K under the Securities Exchange Act of 1934, as amended (to or any successor regulation) occurred, unless the extent material to his or her ability or integrity to serve Company, in its sole discretion, concludes that disclosure of such event would not be required, (ii) if such individual would be prohibited by applicable law from serving as a Director) Director or is subject to any Judgment prohibiting service as a director of any public company and (2iii) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements a majority of the preceding clause (1), the FP Investor Parties agree that such Investor Director Designee shall not be nominated or elected to members of the Board, and other than the FP Investor Parties shall Contributor Designee, determines, in good faith, that such individual has violated a written policy of the Company applicable to such individual or does not meet the needs of the Board as determined during the Board’s regular evaluation of the suitability of individuals for Board membership (in which case Contributor will have the right 30 days to designate a replacement therefor (which replacement Investor Director Contributor Designee shall be subject pursuant to the requirements of this Section 2.05), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement or other filings Designation Notice delivered in accordance with applicable Law, any NASDAQ rules or listing standards or the Certificate of Incorporation or Bylaws or Corporate Governance Guidelines, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a Director; and (ii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards and the Committee Qualification Requirements, in each case, relating to such Investor Director Designee’s nomination or election, as applicable, as a DirectorSection 2.1(b)). (b) No FP Investor Party Contributor shall use reasonable efforts to ensure that any Contributor Designee satisfies all stated criteria and guidelines for director nominees of the Company. (c) Any Contributor Designee shall be under any obligation required, as a condition to vote such individual’s nomination, appointment and service as a Director, to make such acknowledgements, enter into such agreements and provide such information as the Board requires of all Directors at such time, including without limitation, completing such questionnaires as the Company requires of all Directors or nominees and agreeing to be bound by the Company’s policies by which every Director is bound, including, but not limited to, the Code of Business Conduct and Ethics, the Xxxxxxx Xxxxxxx Policy, the Policy on Conflicts of Interest Regarding Hotel Properties and the Policy on Voting Regarding Directors. Any Contributor Designee shall also be required, as a condition to such individual’s nomination, appointment and service as a Director, to submit an irrevocable conditional resignation to be effective upon the occurrence of a termination of this Agreement pursuant to Section 3.1 and the Board’s formal acceptance of such resignation following such termination. The Company also agrees that it will provide indemnification, advancement of expenses, directors’ and officers’ liability insurance and compensation for service as a director to the Contributor Designee who is a Director on the same basis, and in the same manner as recommended by the Board or in any other manner, as it does for all other than in its sole discretion; provided, that, until the first date on which the 25% Beneficial Ownership Requirement is not satisfied, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the FP Investor Parties shall take all reasonable actions such that all of the shares of Series A Preferred Stock and Common Stock beneficially owned, directly or indirectly, by the FP Investor Parties and entitled to vote at such meeting of stockholders are voted in favor of the Investor Director Designeenon-employee Directors.