Common use of Nomination Right Clause in Contracts

Nomination Right. From the Effective Time until the earlier of (i) the third (3rd) anniversary of the Effective Time or (ii) the first such time that the Eros Founder Group ceases to beneficially own 50% of its Effective Time Equity, the Eros Founder Group shall have the right to nominate four (4) Directors (each, an “Eros Nominee”), and the number of directorships constituting the full Board shall not exceed nine (9) without the approval of the Eros Founder Group; provided that at all times at least one (1) of the Eros Nominees shall be (or, if not yet serving on the Board as a Director, shall if elected qualify as) an Independent Director. As of the Effective Time, the four Eros Nominees shall initially be the four Eros Designated Directors. Whenever the Board is divided into classes of Directors serving staggered terms, unless the Eros Founder Group otherwise consents in writing, the Eros Nominees shall be allocated among such classes as nearly equal as possible; provided that the allocation of the Eros Designated Directors to their respective classes as of the Effective Time in the manner set forth in the Merger Agreement shall be deemed to satisfy this sentence with respect to such Eros Nominees.

Nomination Right. From the Effective Time until the earlier of (i) the third (3rd) anniversary of the Effective Time or (ii) the first such time after the Settlement Date that the Eros Founder Group Hony Investor ceases to beneficially own (giving effect to the CVRs) 50% of its Effective Time Equity, the Eros Founder Group Hony Investor shall have the right to nominate up to four (4) Directors (each, an each a “Eros Hony Nominee”), and the number of directorships constituting the full Board shall not exceed nine (9) without the approval of the Eros Founder GroupHony Investor; provided that at all times at least one (1) of the Eros Hony Nominees shall be (or, if not yet serving on the Board as a Director, shall if elected qualify as) an Independent Director. The Hony Investor may elect to terminate or suspend such nomination right by written notice to the Company at any time. As of the Effective Time, the four Eros Hony Nominees shall initially be the four Eros STX Designated Directors. Whenever the Board is divided into classes of Directors serving staggered terms, unless the Eros Founder Group Hony Investor otherwise consents in writing, the Eros Hony Nominees shall be allocated among such classes as nearly equal as possible; provided that the allocation of the Eros STX Designated Directors to their respective classes as of the Effective Time in the manner set forth in the Merger Agreement shall be deemed to satisfy this sentence with respect to such Eros Hony Nominees.