Independent Designee. For so long as the Founder owns at least fifty percent (50%) of the initial capital stock of the Company issued to the Founder under the Restructuring Agreement (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), one individual shall be elected to the Board who is an Independent Director and (i) is mutually designated by the Founder and Garland or (ii) if the Founder and Garland cannot mutually consent to such designation within 10 days of a vacancy in such seat, such individual may be designated by the holders of a majority of the Shares (other than shares of Common Stock issued upon the exercise of options), voting together as a single class on an as-converted basis. Mxxx Xxxxxxxx shall be initially designated as such individual. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. For purposes of this Agreement, “Independent Director” shall be defined as an individual (i) with no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company and (ii) who is not a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer.
Independent Designee. The Independent Designee will be provided the opportunity to be appointed to at least one of the Board’s standing committees in connection with joining the Board.
Independent Designee. Company and Oaktree will reasonably cooperate to identify an individual (the “Independent Designee”) to serve as a Class III director with a term expiring at Company’s 2022 Annual Meeting of Stockholders. The Independent Designee must (a) not (i) be an employee, director, general partner, manager or other agent of any member of the Oaktree Group; (ii) be a limited partner, member or other investor in any member of the Oaktree Group or (iii) be party to any agreement, arrangement or understanding, written or oral, with any member of the Oaktree Group regarding such person’s service on the Board; (b) meet the Independence Requirements; (c) have complied with the Candidate Review Procedures; and (d) be unanimously recommended to the Board by the Board’s Nominating and Governance Committee (the “NGC Committee”). Oaktree will be permitted to submit the names of individuals for consideration as the Independent Designee and such individuals will be considered in good faith by the NGC Committee. Promptly, and in any event within five Business Days, after being recommended to the Board by the NGC Committee, the Board will take all action necessary (including increasing the size of the Board) to appoint the Independent Designee to the Board. Company and Oaktree intend for the Independent Designee to have been appointed to the Board no later than 120 days following the conclusion of the 2020 Annual Meeting.
Independent Designee. Company and Oaktree will reasonably cooperate to identify an individual (the “Independent Designee”) to serve as a Class III director with a term expiring at Company’s 2022 Annual Meeting of Stockholders. The Independent Designee must (a) not (i) be an employee, director, general partner, manager or other agent of any member of the Oaktree Group; (ii) be a limited partner, member or other investor in any member of the Oaktree Group or (iii) be party to any agreement, arrangement or understanding, written or oral, with any member of the Oaktree Group regarding such person’s service on the Board; (b) meet the Independence Requirements; (c) have complied with the Candidate Review Procedures; and
