Directors of Subsidiaries. Subject to applicable laws, the size and composition of the boards of directors of the Company’s Subsidiaries shall be as determined by the Board; provided that, if at any time any Person other than an employee of the Company or any of its Subsidiaries (other than a Person who is also an employee, partner, member, shareholder or Affiliate of any Sponsor) or a local qualifying director is appointed to the board of directors of any Subsidiary of the Company, then each Board Designator shall have the right to designate a number of members to such board of directors in the same proportion as such Board Designator has the right to designate Sponsor Designees to the Board under Section 2.1.
Directors of Subsidiaries. The Company and each Shareholder shall take, and each Shareholder shall cause each Director designated by such Shareholder to take, such corporate actions as may be reasonably required to ensure that the composition of the board of directors of each Subsidiary includes at least one (1) Centerbridge Director. Such designee(s) shall have the same right to participate on committees of the board of directors of each Subsidiary of the Company as designee(s) have pursuant to Section 2.02(i).
Directors of Subsidiaries. Following the date hereof, (i) so long as the holders of record of at least a majority of the outstanding shares of Series A-1 Preferred Stock, exclusively and as a separate class are entitled to designate at least one (1) Series A-1 Preferred Director, the Company shall use commercially reasonable efforts to have such number of Series A-1 Preferred Directors appointed to the board of directors or managers of each subsidiary so that the number of Series A-1 Preferred Directors serving on each such board compared to the size of such board is proportionate to the number of Series X-
Directors of Subsidiaries. In the event that a director, officer, employee or designee of Tiptree or its Affiliates is a member of a board of directors, or similar governing body, of a Subsidiary of the Company, then Tiptree shall notify the Warburg Investors thereof and promptly after the request thereof by the Warburg Investors at any time and from time to time, the Company, shall appoint at least one (1) Warburg Director to that Subsidiary’s board of directors (or comparable governing body), unless otherwise prohibited by law or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Common Stock is listed. Such designee(s) shall have the same right to participate on committees of the board of directors (or comparable governing body) of such Subsidiaries as such designees have pursuant to Section 1(c). Notwithstanding anything to the contrary contained herein, the size of the board of directors or managers of each Subsidiary of the Company, if any, shall not be larger than the size of the Board.
Directors of Subsidiaries. (i) Following the date hereof, so long as Warburg Pincus is entitled to designate at least one (1) Warburg Pincus Director, the Company and the Vertical Funds shall use commercially reasonable efforts to have such number of Warburg Pincus Directors appointed to the board of directors or managers of each subsidiary so that the number of Warburg Pincus Directors serving on each such board compared to the size of such board is proportionate to the number of Warburg Pincus Directors serving on the Board as compared to the number of members of the Board at such time, unless otherwise prohibited by law or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Common Stock is listed. Such designee(s) shall have the same right to participate on committees of the board of such subsidiaries as such designees have pursuant to Section 2(c) (Committees of the Board).
(ii) Following the date hereof, so long as the Vertical Funds are entitled to designate at least one (1) Vertical Funds Director, the Company and Warburg Pincus shall use commercially reasonable efforts to have such number of Vertical Funds Directors appointed to the board of directors or managers of each subsidiary so that the number of Vertical Funds Directors serving on each such board compared to the size of such board is proportionate to the number of Vertical Funds Directors serving on the Board as compared to the number of members of the Board at such time, unless otherwise prohibited by law or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Common Stock is listed. Such designee(s) shall have the same right to participate on committees of the board of such subsidiaries as such designees have pursuant to Section 2(c) (Committees of the Board).
Directors of Subsidiaries. At the option of the Board, the Company and the Stockholders shall take all such action as may be necessary to cause either (a) the Persons who are directors of the Company or (b) persons who are executive offices of the Company to be elected as the directors or managers of each subsidiary of the Company.
Directors of Subsidiaries. The Company shall cause the Board of Directors of Sheridan to be identical to the Board of Directors of the Company. In addition, if requested by BRS or Jefferies (so long as the requesting party, together with its or their respective Affiliates or Permitted Transferees, owns not less than 5% of the outstanding Common Stock) the Company shall take, and each of the Investors and Permitted Transferees agrees that it shall cause the Company to take, at any time and from time to time, all action necessary (including voting all shares of capital stock or other voting equity interests of any subsidiary owned by the Company, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of any other Subsidiary (as defined in Section 4.1) is identical to the Board of Directors of the Company.
Directors of Subsidiaries. If requested by any of the JCP Funds (so long as the requesting party, together with its respective Affiliates or Permitted Transferees, owns not less than 5% of the outstanding Common Stock, the Company shall cause the Board of Directors of any Subsidiary (defined as “a corporation, partnership, limited liability or other business entity with respect to which the Company (or another Subsidiary) owns 50% or more of the total combined voting power of all classes of stock (or other voting interests)) to be identical to the Board of Directors of the Company, except in the case of Edgen Canada Inc. which Board of Directors may contain additional members in order to comply with Canadian law.
Directors of Subsidiaries. If requested by ValueAct Capital, the Company shall cause the board of directors of any “Subsidiary” (defined as “a corporation, partnership, limited liability company or other business entity with respect to which the Company and/or any direct or indirect subsidiary of the Company individually or collectively own 50% or more of the total combined voting power of all classes of stock (or other voting interests)”) to be identical to the Board of Directors, except in the case of any foreign Subsidiaries which may have a board of directors containing additional members in order to comply with the applicable foreign laws.
Directors of Subsidiaries. Subject to applicable Laws, the size and composition of the boards of directors of the Company’s Subsidiaries shall be as determined by the Board; provided that, if at any time any Person other than an employee of the Company or any of its Subsidiaries or a local qualifying director is appointed to the board of directors of any Subsidiary of the Company, then each of the Nuclobel Group and the News Group shall have the right to nominate a number of members for election to such board of directors in the same proportion as such Investor Shareholder has the right to nominate Investor Designees for election to the Board under Section 3.1.
