Common use of Directors of the Company Clause in Contracts

Directors of the Company. (a) Subject to paragraph 3.4(1), the Board of Directors shall consist of five Directors. The Class A Shareholders shall have the right to nominate to the Board of Directors three individuals who are qualified to act as directors under the Act and the Class B Shareholders shall have the right to nominate to the Board of Directors two individuals who are qualified to act as directors under the Act. Each Shareholder shall vote at all meetings of Shareholders and shall use its best efforts to cause the nominee Directors of its class of Shares on the Board of Directors to act in such manner as to ensure that each nominee is elected or appointed and maintained in office as a Director in accordance with this Agreement. (b) In the event that a nominee Director of any class of Shareholders resigns or is removed from the Board of Directors, such class of Shareholders shall immediately deliver or cause to be delivered to the Company a resignation and release of the nominee Director in the form of the resignation and release attached as Schedule 3.5(2). (c) If a vacancy on the Board of Directors arises for any reason whatsoever, such vacancy shall be filled by the election or appointment of a Director nominated by the class of Shareholders entitled to nominate a replacement in accordance with paragraph 3.5(1). Until such vacancy is filled, the Board of Directors shall not transact any business or exercise any of its powers or functions, save and except as may be necessary to elect or appoint the new Director and preserve the Business and assets of the Company. If a replacement Director is not elected within twenty-one days of such vacancy occurring because of the failure of the applicable class of Shareholders that is entitled to nominate a replacement Director to do so, the Directors then in office shall be entitled to transact business and exercise all of the powers and functions of the Board of Directors. A decision or action of the majority of the Directors then in office shall be deemed to be a decision or action of the majority of the Board of Directors; a decision or action by Resolution of the Directors then in office shall be deemed to be a decision or action by Resolution of the Board of Directors; and a decision or action of all of the Directors then in office shall be deemed to be the unanimous decision or action of the Board of Directors. (d) The quorum for a meeting of the Board of Directors shall be the majority of the Directors, of whom at last one Director shall be a nominee of the Class B Shareholders. At least 48 hours' prior written notice of any meeting of the Board of Directors must be given unless all of the Directors waive such notice. (e) No amount shall be payable by way of salary, bonus or otherwise to any Director for acting as director of the Company. Each Director shall be entitled to be reimbursed for reasonable out-of-pocket expenses incurred while attending meetings of, or otherwise being engaged in the business of, the Board of Directors.

Directors of the Company. (a) Subject Each Member covenants that during the term of this Agreement such Member will vote, or cause any Member they control to paragraph 3.4(1)vote, for the election and reelection as directors of the Company, the Board respective designees of Directors shall consist Textainer and FBT as herein provided, as long as each of five Directors. The Class A Shareholders shall have them is a Member or is directly or indirectly in control of a Member, and as otherwise provided by the right to nominate Bye-Laws to the Board of Directors three individuals who are qualified to act as directors under the Act and the Class B Shareholders shall have the right to nominate extent not contrary to the Board provisions of Directors two individuals who are qualified this Section 7.4. All powers and discretion given to act as directors Textainer and FBT under the Act. Each Shareholder this Section 7.4(a) shall vote at all meetings of Shareholders devolve upon and shall use its best efforts to cause the nominee Directors of its class of Shares on the Board of Directors to act in such manner as to ensure that each nominee is elected be exercisable by their respective permitted assigns, successors and duly appointed agents or appointed and maintained in office as a Director in accordance with this Agreementrepresentatives. (b) In The Company shall have a total of four (4) authorized Directors. Textainer shall be entitled to designate three (3) Directors of the event that a nominee Company and FBT shall be entitled to designate one (1) Director of any class the Company. Textainer and FBT each confirm that Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxx X. Xxxxxxx, and Xxxxxx Xxxxxxxx have been properly elected as Directors of Shareholders resigns or is removed from the Board of Directors, such class of Shareholders shall immediately deliver or cause to be delivered to the Company a until such person’s successor is elected or until such person’s earlier resignation and release or removal or death. Any vacancy created by such resignation or removal or death shall be filled by the designation of the nominee Director relevant Member in the form of the resignation and release attached as Schedule 3.5(2)same manner. (c) If a vacancy on The Directors designated by Textainer may designate one person and the Board Directors designated by FBT may designate one person (each an “Authorized Person”) for purposes of Directors arises for any reason whatsoever, such vacancy authorizing the following actions in which case the Company shall be filled by the election authorized to take such actions if both persons so designated approve such action in writing in their respective sole discretion: (i) The purchase of one or appointment of a Director nominated by the class of Shareholders entitled to nominate a replacement in accordance more Class A Containers which do not comply with paragraph 3.5(1). Until such vacancy is filled, the Board of Directors shall not transact any business or exercise any of its powers or functions, save and except as may be necessary to elect or appoint the new Director and preserve the Business and assets all of the CompanyEquipment Parameters; (ii) The sale of one or more Class A Containers in a manner or in an amount that falls outside the normal parameters permitted under the Management Agreement; (iii) A change in the Allocation Procedure; or (iv) Any other action authorized to be taken with the approval of both Authorized Persons under this Agreement. If a replacement Director is not elected within twenty-one days of such vacancy occurring because of By authorizing the failure of the applicable class of Shareholders that is entitled Company to nominate a replacement Director to do soenter into this Agreement, the Directors then in office designated by Textainer hereby designate Xxxxxx X. Xxxxxx as an Authorized Person and the Directors designated by FBT hereby designate Xxxxxx Xxxxxxxx as an Authorized Person. Any Authorized Persons may be removed upon notice from the relevant Directors or due to their earlier resignation or death, and any successor Authorized Persons shall be entitled to transact business and exercise all of designated by the powers and functions of relevant Directors in the Board of Directorssame manner. A decision or action of Any such actions may also be approved by the majority of the Directors then in office shall be deemed to be a decision or action of the majority of the Board of Directors; a decision or action by Resolution of the Directors then in office shall be deemed to be a decision or action by Resolution of the Board of Directors; and a decision or action of all of the Directors then in office shall be deemed to be the unanimous decision or action of the Board of Directors. (d) The quorum for a meeting of the Board of Directors shall be the majority of the Directors, of whom at last one Director shall be a nominee mutual consent of the Class B Shareholders. At least 48 hours' prior written notice of A Members acting through any meeting of the Board of Directors must be given unless all of the Directors waive such noticeperson authorized to act on their behalf. (e) No amount shall be payable by way of salary, bonus or otherwise to any Director for acting as director of the Company. Each Director shall be entitled to be reimbursed for reasonable out-of-pocket expenses incurred while attending meetings of, or otherwise being engaged in the business of, the Board of Directors.

Directors of the Company. (a) Subject to paragraph 3.4(1The number of Directors of the Company shall be four (4), the Board of Directors shall consist of five Directors. The Class A Shareholders shall have the right to nominate to the Board of Directors three individuals who are qualified to act as directors under the Act and the Class B Shareholders shall have the right to nominate to the Board of Directors two individuals who are qualified to act as directors under the Act. Each Shareholder shall vote at all meetings of Shareholders and shall use its best efforts to cause the nominee Directors of its class of Shares on the Board of Directors to act in such manner as to ensure that each nominee is elected or appointed and maintained in office as a Director unless changed in accordance with this Agreementsub-paragraph (4) of Bye-Law 19 of the Company’s bye-laws. Two Directors shall be appointed from time to time by Cronos and two Directors shall be appointed from time to time by MeesPierson. The vote of the Directors required to take any action as Directors shall be as set forth in the Company’s Bye-laws. (b) In Each Member covenants that during the event that term of this Agreement such Member will vote for the election and re-election of the designees of Cronos and MeesPierson to serve as Directors of the Company, as long as each of them is a nominee Director of any class of Shareholders resigns Member or is removed from the Board directly or indirectly in control of Directorsa Member. All powers and discretion given to Cronos and MeesPierson under this Section 7.4(b) shall devolve upon and be exercisable by their respective assigns, such class of Shareholders shall immediately deliver or cause to be delivered to the Company a resignation successors and release of the nominee Director in the form of the resignation and release attached as Schedule 3.5(2)legal representatives. (c) If Cronos hereby confirms its designation of Dxxxxx X. Xxxxx and Pxxxx X. Xxxxxxx, and MeesPierson hereby confirms its designation of Merijn Zondag and Mxxxxx Xxxxxxxx, as Directors, and the Members hereby confirm their designation of each of such Persons as Directors of the Company until such person’s successor is elected and has qualified or until such person’s earlier resignation or removal. The Directors designated by Cronos may designate one person and the Directors designated by MeesPierson may designate one person (each an “Authorized Person”) for purposes of authorizing the sale of one or more Containers in a vacancy on manner or in an amount that falls outside the Board normal parameters permitted under Clause 3.1(a)(vii) of Directors arises for any reason whatsoeverthe Management Agreement, such vacancy in which case the Company shall be filled by authorized to take such actions if both persons so designated approve such action in writing. By authorizing the election or appointment of a Director nominated by the class of Shareholders entitled Company to nominate a replacement in accordance with paragraph 3.5(1). Until such vacancy is filled, the Board of Directors shall not transact any business or exercise any of its powers or functions, save and except as may be necessary to elect or appoint the new Director and preserve the Business and assets of the Company. If a replacement Director is not elected within twenty-one days of such vacancy occurring because of the failure of the applicable class of Shareholders that is entitled to nominate a replacement Director to do soenter into this Agreement, the Directors then in office shall be entitled to transact business designated by Cronos hereby initially designate Pxxxx X. Xxxxxxx as an Authorized Person and exercise all of the powers and functions of the Board of Directors. A decision or action of the majority of the Directors then in office shall be deemed to be a decision or action of the majority of the Board of Directors; a decision or action designated by Resolution of the Directors then in office shall be deemed to be a decision or action by Resolution of the Board of Directors; and a decision or action of all of the Directors then in office shall be deemed to be the unanimous decision or action of the Board of DirectorsMeesPierson hereby initially designate Mxxxxx Xxxxxxxx as an Authorized Person. (d) The quorum for a meeting of the Board of Directors shall be the majority of the Directors, of whom at last one Director shall be a nominee of the Class B Shareholders. At least 48 hours' prior written notice of any meeting of the Board of Directors must be given unless all of the Directors waive such notice. (e) No amount shall be payable by way of salary, bonus or otherwise to any Director for acting as director of the Company. Each Director shall be entitled to be reimbursed for reasonable out-of-pocket expenses incurred while attending meetings of, or otherwise being engaged in the business of, the Board of Directors.

Directors of the Company. (a) Subject to paragraph 3.4(1), the 2.1.1 The Board of Directors shall consist of five Directors. The Class A Shareholders shall have the right to nominate to the Board of Directors three individuals who are qualified to act as directors under the Act and the Class B Shareholders shall have the right to nominate to the Board of Directors two individuals who are qualified to act as directors under the Act. Each Shareholder shall vote at all meetings of Shareholders and shall use its best efforts to cause the nominee Directors of its class of Shares on the Board of Directors to act in such manner as to ensure that each nominee is elected or appointed and maintained in office as a Director be constituted in accordance with this Agreement and accordingly no person shall be appointed a Director other than as provided for in this Agreement. (b) In the event that a nominee Director of 2.1.2 For so long as NAMA holds any class of Shareholders resigns or is removed from the Board of DirectorsShares, such class of Shareholders shall immediately deliver or cause to be delivered to the Company a resignation and release of the nominee Director in the form of the resignation and release attached as Schedule 3.5(2). (c) If a vacancy on the Board of Directors arises for any reason whatsoever, such vacancy shall be filled by the election or appointment of a Director nominated by the class of Shareholders entitled to nominate a replacement in accordance with paragraph 3.5(1). Until such vacancy is filled, the Board of Directors shall not transact any business or exercise any of its powers or functions, save and except as may be necessary to elect or appoint the new Director and preserve the Business and assets of the Company. If a replacement Director is not elected within twenty-one days of such vacancy occurring because of the failure of the applicable class of Shareholders that is entitled to nominate a replacement Director to do so, the Directors then in office it shall be entitled to transact business and exercise all appoint six persons as directors of the Company (each such person an “A Director”) and to remove any director or directors so appointed and, on or after their removal, to appoint a further director or directors in their place. Accordingly, each of the parties (other than the Company) shall use its powers to procure, at the written request of NAMA, the appointment, removal or replacement as director of any such persons. Every appointment or removal pursuant to this Clause shall be by written notice addressed to the Secretary at the registered office of the Company. 2.1.3 Subject to Clause 2.1.4, for so long as the Private Investors (and/or their Permitted Transferees) collectively hold not less than 50% of the issued Shares, they shall be entitled jointly to appoint six persons as directors of the Company (each such person a “B Director”) and functions to remove any director or directors so appointed and, on or after their removal, to appoint a further director or directors in their place. Accordingly, each of the parties (other than the Company) shall use its powers to procure the appointment, removal or replacement as director of any such persons. Every appointment or removal pursuant to this Clause shall be by written notice addressed to the Secretary at the registered office of the Company, signed by or on behalf of the holders of a majority of the issued B Shares (save in the case of a notice served by the Chairman of the Board pursuant to Clause 2.1.4). The Private Investors covenant and undertake that any such appointments shall be on terms that the B Directors shall not divulge any Confidential Information to the Private Investors (or any of Directorsthem) other than information passing pursuant to Clause 2.4 or otherwise as approved by the Board, and that upon or prior to appointment each B Director shall be obliged to enter into a confidentiality undertaking to the Company to this effect. 2.1.4 The parties agree that no person who is at the time of their proposed appointment, or was at any time in the five years prior to their proposed appointment, a Restricted Individual shall be nominated or appointed pursuant to Clause 2.1.3 unless NAMA has given its prior written consent to such appointment. A decision or action Each of the majority Private Investors shall use its powers to procure that any B Director who becomes, or is after his appointment discovered to be, a Restricted Individual, is forthwith removed from the Board, unless NAMA has given its prior written consent otherwise. If any Private Investor shall fail to comply with the provisions of this Clause, the Directors then in office shall be deemed to be a decision or action of parties agree that the majority Chairman of the Board of Directors; a decision or action by Resolution is authorised to sign and deliver to the Company the written notice referred to in Clause 2.1.3 on behalf of the Directors then in office shall be deemed to be a decision or action by Resolution of the Board of Directors; and a decision or action of all of the Directors then in office shall be deemed to be the unanimous decision or action of the Board of Directorsrelevant Private Investor. (d) The quorum for a meeting of the Board of Directors shall be the majority of the Directors, of whom at last one Director shall be a nominee of the Class B Shareholders. At least 48 hours' prior written notice of any meeting of the Board of Directors must be given unless all of the Directors waive such notice. (e) No amount shall be payable by way of salary, bonus or otherwise to any Director for acting as director of the Company. Each Director shall be entitled to be reimbursed for reasonable out-of-pocket expenses incurred while attending meetings of, or otherwise being engaged in the business of, the Board of Directors.

Directors of the Company. (ai) Subject to paragraph 3.4(1)Within five (5) days following the Closing Date, the Board shall appoint John A. Hatherly (as the designee of Directors shall consist Wynnchurch Capital Partnxxx, X.X.) xxx Xrank G. Hayes (as the designee of five Directors. The Class A Shareholders Wynnchurch Capital Partnerx Xxxxxx, X.X.) to fill each of the vacancies currently on the Board and name one of such persons, as indicated by Purchasers, as a member of the Audit Committee and Compensation Committee of the Board. (ii) At any time following the date hereof (so long as either (x) $2,500,000 in aggregate principal amount of Notes are held by Purchasers or (y) Warrants or Warrant Shares representing at least twenty percent (20%) of the outstanding shares of Common Stock (assuming exercise of the Warrants in full) are held by Purchasers, Purchasers shall have the right to nominate designate up to two additional members (for a total of up to four (4) members) for appointment to the Board, exercisable through written notice delivered to the Company (a "Director Request"). The Director Request shall set forth the number of additional directors to be appointed to the Board of Directors three individuals who are qualified to act as directors under the Act (one or two) and the Class B Shareholders name or names of the persons to serve as such directors, who shall have meet the right to nominate to requirements of a Qualified Replacement (as defined herein). Upon receipt of a Director Request, the Board of Directors two individuals who are qualified to act as directors under the Act. Each Shareholder shall vote at all meetings of Shareholders and Company shall use its best efforts to cause the nominee Board to increase the size of the Board by the number of members set forth in the Director Request, and to cause the Board to name the person or persons set forth in the Directors Request as members of the Board, within ten (10) days of the Company's receipt of a Directors Request. The persons named by Purchasers in clauses (i) or (ii) above are hereby referred to as, the "WYNNCHURCH DIRECTORS". (iii) So long as either (x) $2,500,000 in aggregate principal amount of Notes are held by Purchasers or (y) Warrants or Warrant Shares representing at least twenty percent (20%) of the outstanding shares of Common Stock (assuming exercise of the Warrants in full) are held by Purchasers, the Company shall (i) cause the number of members of the Board to equal the sum of (5) plus the number of Wynnchurch Directors and (ii) use its class best efforts to ensure that the Wynnchurch Directors continue to serve as members of Shares the Board. Such efforts shall include (x) nominating the Wynnchurch Directors, as nominees for the Board for election at each election of director where a Wynnchurch Director would stand for election or reelection (it being understood that the designation of the Wynnchurch Director who shall stand for such election or reelection shall be made on a timely basis, taking into account the dates of preparation and mailing of the Company's proxy statement with respect thereto); (y) recommending each Wynnchurch Director for election to the Board; and (z) using its best efforts to cause to be appointed a Qualified Replacement for a Wynnchurch Director selected by the Purchaser or Purchasers (or their designees) if such Wynnchurch Director resigns or otherwise ceases to serve on the Board of Directors to act in such manner as to ensure that each nominee is elected or appointed and maintained in office as a Director in accordance with this Agreement. (b) In the event that a nominee Director of any class of Shareholders resigns or is removed from the Board of Directors, such class of Shareholders but these efforts shall immediately deliver or cause to be delivered to not require the Company to hire a resignation and release of the nominee Director in the form of the resignation and release attached as Schedule 3.5(2). (c) If a vacancy on the Board of Directors arises for any reason whatsoever, such vacancy shall be filled by the election or appointment of a Director nominated by the class of Shareholders entitled to nominate a replacement in accordance with paragraph 3.5(1proxy solicitor). Until such vacancy is filledFor avoidance of doubt, the Board of Directors shall not transact any business or exercise any of its powers or functions, save and except as may be necessary to elect or appoint the new a Qualified Replacement for a Wynnchurch Director and preserve the Business and assets of the Company. If a replacement Director is not elected within twenty-one days of such vacancy occurring because of the failure of the applicable class of Shareholders that is entitled to nominate a replacement Director to do so, the Directors then in office shall be entitled to transact business and exercise all of the powers and functions of the Board of Directors. A decision or action of the majority of the Directors then in office shall be deemed to be a decision Wynnchurch Director. The Company agrees that the right of either Purchaser or action of Purchasers (or their designees) to designate a director includes the majority right to appoint a Qualified Replacement for a Wynnchurch Director if such Wynnchurch Director ceases to be a member of the Board of Directors; a decision or action by Resolution for any reason. (iv) In the event that (A) the persons described in clause (g)(i) in this section are not members of the Board or the Committees discussed in such clause within five days following the Closing Date; (B) a person designated in a Directors then in office shall be deemed Request to become a Wynnchurch Director fails to become a member of the Board within ten (10) days following the making of such Directors Request; (C) if a person who is designated to be a decision Wynnchurch Director who is to be elected by a vote of the Company's shareholders fails to be so elected; or action (D) the Company fails to recommend a Wynnchurch Director described in clause (C) above for election to the Board; or (E) a Qualified Replacement is not named to replace a Wynnchurch Director who resigns or otherwise ceases to serve on the Board within ten (10) days following the selection of such Qualified Replacement, it shall be considered a "DIRECTORS VIOLATION," and a number of persons equal to the number of persons designated to be Wynnchurch Directors who fail to be members of the Board, and who shall be designated by Resolution the Purchasers (the "OBSERVERS") shall have the right to attend and observe all meetings of the Board and its Audit and Compensation Committees (which shall include the right to reasonably ask questions, comment and participate at such meetings). The Company shall notify the Observers of Directors; and a decision or action of all of the Directors then in office shall be deemed to be the unanimous decision or action of the Board of Directors. (d) The quorum for a each meeting of the Board of Directors shall be or the majority of the Directors, of whom at last one Director shall be a nominee of the Class B Shareholders. At least 48 hours' prior written notice of any meeting audit or compensation committees of the Board of Directors must be at the same time and in the same manner notice is given unless to other Board or committee members and the Company shall send to each Observer all notices and other correspondence and communications sent by the Company to members of the Directors waive Board or such noticecommittees and notices of all action taken by the Board, or such committees. (ev) No amount shall As used herein, "QUALIFIED REPLACEMENT" means (A) a person designated by the Purchaser who designated the person to be payable replaced (or by way such Purchaser's designee) for which disclosures under Item 401(f) of salary, bonus Regulation S-K promulgated under the Securities Act (or otherwise to any Director successor provision) for acting as director of such person would not be required in the Company. Each Director shall be entitled 's SEC Documents, and who is consented to by the Company (which consent is not to be reimbursed for reasonable out-of-pocket expenses incurred while attending meetings ofunreasonably withheld, delayed or otherwise being engaged in conditioned) or (B) a person designated by the business of, Purchaser who designated the Board of Directorsperson to be replaced who is reasonably agreed to by the Company.