Common use of Other Governance Matters Clause in Contracts

Other Governance Matters. (a) Prior to the third anniversary of the Merger Closing Date, without the prior written consent of Sponsor Stockholder, the Company shall not amend the Certificate of Incorporation or Bylaws to provide the stockholders of the company with proxy access rights. (b) Subject to applicable law, for the term of this Agreement: (i) subject to any contractual obligations by which the Company, Sponsor Stockholder, any Sponsor or any of their respective Affiliates may be bound from time to time, including Section 3.04 and this Section 3.06, no Sponsor Related Person shall have a duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as the Company or any of the Company’s Affiliates, including those business activities or lines of business deemed to be competing with the Company or any of the Company’s Affiliates and any Sponsor Related Person engaging in any such activities, in and of itself, shall not constitute breach of any fiduciary duty by such Sponsor Related Person; (ii) to the fullest extent permitted by law, but subject to any contractual obligations by which the Company, or any Sponsor Related Person may be bound from time to time, including Section 3.04 and this Section 3.06, no Sponsor Related Person shall have a duty to refrain from doing business with any client, customer or vendor of the Company or any of the Company’s Affiliates, and without limiting Article Eleven of the Certificate of Incorporation, no Sponsor Related Person shall be deemed to have breached its, his, her or its fiduciary duties, if any, to the Company or its stockholders or to any Affiliate of the Company or such Affiliate’s stockholders or members solely by reason of engaging in any such activity; (iii) subject to any contractual provisions by which the Company, or any Sponsor Related Person may be bound from time to time, in the event that any Sponsor Related Person acquires knowledge of a potential transaction or other matter which may be a corporate opportunity for any Sponsor Related Person, on the one hand, and the Company or any of its Affiliates, on the other hand, no Sponsor Related Person shall have any duty to communicate or offer such corporate opportunity to the Company or any of its Affiliates, and to the fullest extent permitted by law, no Sponsor Related Person shall be liable to the Company or its stockholders, or any Affiliate of the Company or such Affiliate’s stockholders or members, for breach of any fiduciary duty or otherwise (but subject to any contractual obligations by which the Company or any Sponsor Related Person may be bound from time to time), solely by reason of the fact that any Sponsor Related Person acquires, pursues or obtains such corporate opportunity for itself, directs such corporate opportunity to another Person, or otherwise does not communicate information regarding such corporate opportunity to the Company or any of its Affiliates, unless in the case of any such Sponsor Related Person who is a director or officer of the Company, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company, and the Company (on behalf of itself and its Affiliates and their respective stockholders and Affiliates) to the fullest extent permitted by law hereby waives and renounces in accordance with Section 122(17) of the DGCL any claim that such corporate opportunity constituted a corporate opportunity that should have been presented to the Company or any of its Affiliates, unless in the case of any such Sponsor Related Person who is a director or officer of the Company, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company; and (iv) the Company shall not amend Article Eleven of the Certificate of Incorporation in a manner that adversely impacts Sponsor Stockholder without the prior written consent of Sponsor Stockholder. (c) Prior to the later of (i) the second anniversary of the Merger Closing Date and (ii) the date on which the Sponsor Stockholder Percentage ceases to be at least 25.1%, the removal or appointment of the Chief Executive Officer of the Company shall require the affirmative vote of at least two thirds of the Board excluding the Chief Executive Officer and any other recused directors.

Other Governance Matters. (a) Prior to the third anniversary of the Merger Closing Date, without the prior written consent of Sponsor Stockholder, the Company shall not amend the Certificate of Incorporation or Bylaws to provide the stockholders of the company with proxy access rights. (b) Subject to applicable law, for the term of this Agreement: (i) subject to any contractual obligations by which the Company, Sponsor Stockholder, any Sponsor or any of their respective Affiliates may be bound from time to time, including Section 3.04 and this Section 3.06, no Sponsor Related Person shall have a duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as the Company or any of the Company’s Affiliates, including those business activities or lines of business deemed to be competing with the Company or any of the Company’s Affiliates and any Sponsor Related Person engaging in any such activities, in and of itself, shall not constitute breach of any fiduciary duty by such Sponsor Related Person; (ii) to the fullest extent permitted by law, but subject to any contractual obligations by which the Company, or any Sponsor Related Person may be bound from time to time, including Section 3.04 and this Section 3.06, no Sponsor Related Person shall have a duty to refrain from doing business with any client, customer or vendor of the Company or any of the Company’s Affiliates, and without limiting Article Eleven of the Certificate of Incorporation, no Sponsor Related Person shall be deemed to have breached its, his, her or its fiduciary duties, if any, to the Company or its stockholders or to any Affiliate of the Company or such Affiliate’s stockholders or members solely by reason of engaging in any such activity; (iii) subject to any contractual provisions by which the Company, or any Sponsor Related Person may be bound from time to time, in the event that any Sponsor Related Person acquires knowledge of a potential transaction or other matter which may be a corporate opportunity for any Sponsor Related Person, on the one hand, and the Company or any of its Affiliates, on the other hand, no Sponsor Related Person shall have any duty to communicate or offer such corporate opportunity to the Company or any of its Affiliates, and to the fullest extent permitted by law, no Sponsor Related Person shall be liable to the Company or its stockholders, or any Affiliate of the Company or such Affiliate’s stockholders or members, for breach of any fiduciary duty or otherwise (but subject to any contractual obligations by which the Company Corporation or any Sponsor Related Person may be bound from time to time), solely by reason of the fact that any Sponsor Related Person acquires, pursues or obtains such corporate opportunity for itself, directs such corporate opportunity to another Person, or otherwise does not communicate information regarding such corporate opportunity to the Company or any of its Affiliates, unless in the case of any such Sponsor Related Person who is a director or officer of the Company, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company, and the Company (on behalf of itself and its Affiliates and their respective stockholders and Affiliates) to the fullest extent permitted by law hereby waives and renounces in accordance with Section 122(17) of the DGCL any claim that such corporate opportunity constituted a corporate opportunity that should have been presented to the Company or any of its Affiliates, unless in the case of any such Sponsor Related Person who is a director or officer of the Company, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company; and (iv) the Company shall not amend Article Eleven of the Certificate of Incorporation in a manner that adversely impacts Sponsor Stockholder without the prior written consent of Sponsor Stockholder. (c) Prior to the later of (i) the second anniversary of the Merger Closing Date and (ii) the date on which the Sponsor Stockholder Percentage ceases to be beneficially own, in the aggregate, a number of shares of Common Stock representing at least 25.1%% of the issued and outstanding shares of Common Stock, the removal or appointment of the Chief Executive Officer of the Company shall require the affirmative vote of at least two thirds of the Board excluding the Chief Executive Officer and any other recused directors.