Common use of Ownership Requirements Clause in Contracts

Ownership Requirements. (i) Pursuant to Section 8.18(f) of the Holdco LLC Agreement, a Nominating Investor Holdco Member retains its right to participate in the Investor Director Nomination Rotation for so long as such Nominating Investor Holdco Member owns a number of Holdco Class A Units at least equal to the Nomination Threshold (subject to adjustment in the event of any Holdco Unit split, Holdco Unit combination, reorganization, reclassification, recapitalization or the like). If a Nominating Investor Holdco Member which then has an Investor Director serving on the Board Transfers some or all of its Holdco Class A Units to a third party and such Transfer results in such Nominating Investor Holdco Member owning a number of Holdco Class A Units that is less than the Nomination Threshold (subject to adjustment in the event of any Holdco Unit split, Holdco Unit combination, reorganization, reclassification, recapitalization or the like) then the Investor Director nominated by such Nominating Investor Holdco Member shall automatically and immediately be removed from the Board concurrently with the consummation of such Transfer. (ii) The Investor Director vacancy resulting from the operation of Section 7.3(d)(i) shall be subject to Section 7.3(c)(vi) and, where applicable, shall be filled by a nominee of the Nominating Investor Holdco Member that is next in the Investor Director Nomination Rotation (if any). The applicable Nominating Investor Holdco Member (if any) shall promptly provide the name of such nominee to the Nominating Committee. In the event of application of the preceding sentence, the Nominating Committee shall promptly recommend such nominee to Holdco for election as an Investor Director, and Holdco shall promptly elect such nominee as an Investor Director. (iii) If a Nominating Investor Holdco Member Transfers a number of Holdco Class A Units equal to at least the Nomination Threshold (subject to adjustment in the event of any Holdco Unit split, Holdco Unit combination, reorganization, reclassification, recapitalization or the like) to a third party, Holdco may determine to grant such third party (a “Nominating Transferee”) the right to nominate one (1) Investor Director to the Board; provided, however, that such Nominating Transferee’s nominee for Investor Director shall not be appointed to serve on the Board unless such nominee’s appointment is approved by Holdco. (iv) If an Investor Holdco Member is no longer a Nominating Investor Holdco Member because it no longer holds a number of Holdco Class A Units at least equal to the Nomination Threshold (subject to adjustment in the event of any Holdco Unit split, Holdco Unit combination, reorganization, reclassification, recapitalization or the like), but continues to hold a number of Holdco Class A Units equal to the Observer Threshold (subject to adjustment in the event of any Holdco Unit split, Holdco Unit combination, reorganization, reclassification, recapitalization or the like), such Investor Holdco Member shall continue to have the right, but not the obligation, subject to Section 7.3(d)(v), to appoint one (1) Board Observer. (v) If an Investor Holdco Member has the right to appoint a Board Observer as set forth in this Agreement, such Investor Holdco Member shall retain such right for so long as such Investor Holdco Member owns a number of Holdco Class A Units at least equal to the Observer Threshold (subject to adjustment in the event of any Holdco Unit split, Holdco Unit combination, reorganization, reclassification, recapitalization or the like). (vi) An individual Board Observer position shall be immediately terminated following a Transfer of Holdco Units by an Investor Holdco Member which, after giving effect to such Transfer, results in such Investor Holdco Member holding a number of Holdco Class A Units that is less than the Observer Threshold (subject to adjustment in the event of any Holdco Unit split, Holdco Unit combination, reorganization, reclassification, recapitalization or the like). (vii) If an Investor Holdco Member Transfers a number of Holdco Class A Units equal to at least the Observer Threshold (subject to adjustment in the event of any Holdco Unit split, Holdco Unit combination, reorganization, reclassification, recapitalization or the like) to a third party, Holdco may determine to grant such Transferee the right to appoint one (1) Board Observer; provided, however, that such Transferee’s designee for Board Observer shall not be appointed as a Board Observer unless such appointment is approved by Holdco.