Common use of Interim Appointment of Investor Directors Clause in Contracts

Interim Appointment of Investor Directors. From and after the Closing Date until the Common Expiration Date, the Majority Trailer Investors may nominate five directors (collectively, the “Investor Directors”) to be elected to the Board. Any such nominee for Investor Director shall be subject to (a) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (b) satisfaction of all legal and governance requirements regarding service as a director of the Company; provided, that the Company shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the Majority Trailer Investors to nominate directors. On the Closing Date, the Company shall cause the following five initial Investor Directors to be elected and appointed to the Board: [•],[•],[•],[•] and [•]1. The Company from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (a) except as otherwise provided herein, consist of no more than seven non-Investor Directors, and (b) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Closing Date (or, if later, then the date that the Majority Trailer Investors determine to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 4.1 shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.3.

Interim Appointment of Investor Directors. From and after the Closing Date until the Common Expiration Date, the Majority Trailer Investors may (which right shall be exercisable by Trailer so long as Trailer is the Majority Trailer Investor) nominate five directors (collectively, the “Investor Directors”) to be elected to the Board. Any such nominee for Investor Director shall be subject to (a) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (b) satisfaction of all legal and governance requirements regarding service as a director of the Company; provided, that the Company shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the Majority Trailer Investors to nominate directors. On the Closing Date, the Company shall cause the following five initial Investor Directors to be elected and appointed to the Board: [•],[•],[•],[•] Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxx Xxxxxx, Xxxxx X. Xxxxx and [•]1Xxxxxx X. Xxxxxxx. The Company from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (a) except as otherwise provided herein, consist of no more than seven non-Investor Directors, and (b) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Closing Date (or, if later, then the date that the Majority Trailer Investors determine (which right shall be exercisable by Trailer so long as Trailer is the Majority Trailer Investor) to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 4.1 shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.3.

Interim Appointment of Investor Directors. From and after the Closing Date until the Common First Director Expiration Date, the Majority Trailer Investors Investor may nominate five two directors (collectively, the “Investor Directors”) to be elected to the Board. From and after the First Director Expiration Date until the Second Director Expiration Date, the Investor may nominate one Investor Director. Any such nominee for Investor Director shall be subject to (a) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (b) satisfaction of all legal and governance requirements regarding service as a director of the Company; provided, that the Company shall at the reasonable request of the Majority Trailer InvestorsInvestor, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the Majority Trailer Investors Investor to nominate directors. On the Closing Date, the Company shall cause the following five two initial Investor Directors to be elected and appointed to the Board: [•],[•],[•],[•] Exxxxxx Xxxxxxxxx and [•]1Axxxxx Xxxx. The Company from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (a) except as otherwise provided herein, consist of no more than seven 5 non-Investor DirectorsDirectors until the First Director Expiration Date, (b) except as otherwise provided herein, consist of no more than 6 non-Investor Directors from and after the First Director Expiration Date until the Second Director Expiration Date, and (bc) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Closing Date (or, if later, then the date that the Majority Trailer Investors determine Investor determines to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 4.1 5(a) shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.35(c).

Interim Appointment of Investor Directors. From and after the Closing Date until the Common First Director Expiration Date, the Majority Trailer Investors Investor may nominate five two directors (collectively, the “Investor Directors”) to be elected to the Board. From and after the First Director Expiration Date until the Second Director Expiration Date, the Investor may nominate one Investor Director. Any such nominee for Investor Director shall be subject to (a) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (b) satisfaction of all legal and governance requirements regarding service as a director of the Company; provided, that the Company shall at the reasonable request of the Majority Trailer InvestorsInvestor, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the Majority Trailer Investors Investor to nominate directors. On the Closing Date, the Company shall cause the following five two initial Investor Directors to be elected and appointed to the Board: [•],[•],[•],[•] Xxxxxxx Xxxxxxxxx and [•]1Xxxxxx Xxxx. The Company from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (a) except as otherwise provided herein, consist of no more than seven 5 non-Investor DirectorsDirectors until the First Director Expiration Date, (b) except as otherwise provided herein, consist of no more than 6 non-Investor Directors from and after the First Director Expiration Date until the Second Director Expiration Date, and (bc) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Closing Date (or, if later, then the date that the Majority Trailer Investors determine Investor determines to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 4.1 5(a) shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.35(c).