Common use of Shareholder Nominees Clause in Contracts

Shareholder Nominees. (i) In connection with any General Meeting at which Directors are to be elected, or any adjournment or postponement thereof, the Shareholder shall have the right to propose for appointment a number of Directors that equals a majority of the Board (each such Director proposed for appointment by the Shareholder, a “Majority Shareholder Director”). At least one-half of the Majority Shareholder Directors must qualify as Independent Directors, subject to any independence requirements established by the listing rules of the stock exchange on which the Ordinary Shares are listed that would require a greater number of Majority Shareholder Directors to qualify as Independent Directors, provided that the Shareholder shall not be required to nominate any additional Independent Directors unless and until all of the Directors, other than the Majority Shareholder Directors, qualify as Independent Directors. (ii) If at any point in time the Directors on the Board are divided into classes, the Board will use reasonable efforts to apportion the Majority Shareholder Directors among such classes so as to maintain the number of Majority Shareholder Directors in each class as nearly equal as possible. For so long as the Company maintains any committee, such committees shall each include at least one Majority Shareholder Director (but only to the extent such Director (A) qualifies as an Independent Director and (B) with respect to membership on the Audit Committee or Compensation Committee, meets the heightened independence requirements applicable to audit committees and compensation committees, as applicable, under the Securities Exchange Commission and within the context of the criteria established by the listing rules of the stock exchange on which the Ordinary Shares are listed). (iii) In connection with any General Meeting at which Directors are to be elected, or any adjournment or postponement thereof, for as long as Hoche owns no less than seven (7%) of the issued and outstanding share capital of the Company (subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like), Hoche shall have the right to propose for appointment one Director (such Director, the “Hoche Shareholder Director,” and collectively with the Majority Shareholder Directors, each a “Shareholder Director” and collectively, the “Shareholder Directors”). On the Closing (as defined under the Business Combination Agreement) and until the one-year anniversary of the preceding annual General Meeting, Xxxxxxxxx Xxxxxxxxx shall be the Hoche Shareholder Director.

Shareholder Nominees. (i) In connection with any General Meeting at which Directors are to be elected, or any adjournment or postponement thereof, the Shareholder shall have the right to propose for appointment a number of Directors that equals a majority of the Board (each such Director proposed for appointment by the Shareholder, a “Majority Shareholder Director”). At least one-half of the Majority Shareholder Directors must qualify as Independent Directors, subject to any independence requirements established by the listing rules of the stock exchange on which the Ordinary Shares are listed that would require a greater number of Majority Shareholder Directors to qualify as Independent Directors, provided that the Shareholder shall not be required to nominate any additional Independent Directors unless and until all of the Directors, other than the Majority Shareholder Directors, qualify as Independent Directors. (iii) If at any point in time For so long as the Directors on the Board are divided into three classes, the Board will use reasonable efforts to apportion the Majority Shareholder Directors among such classes so as to maintain the number of Majority Shareholder Directors in each class as nearly equal as possible. . (ii) For so long as the Company maintains any committeean Audit Committee, Compensation Committee or Nominating Committee, such committees shall each include at least one Majority Shareholder Director (but only to the extent such Director (A) qualifies as an Independent Director and (B) with respect to membership on the Audit Committee or Compensation Committee, meets the heightened independence requirements applicable to audit committees and compensation committees, as applicable, under the Securities Exchange Commission and within the context of the criteria established by the listing rules of the stock exchange on which the Ordinary Shares are listed). (iii) In connection with any General Meeting at which Directors are to be elected, or any adjournment or postponement thereof, for as long as Hoche owns no less than seven (7%) of the issued and outstanding share capital of the Company (subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like), Hoche shall have the right to propose for appointment one Director (such Director, the “Hoche Shareholder Director,” and collectively with the Majority Shareholder Directors, each a “Shareholder Director” and collectively, the “Shareholder Directors”). On the Closing (as defined under the Business Combination Agreement) and until the one-year anniversary of the preceding annual General Meeting, Xxxxxxxxx Xxxxxxxxx shall be the Hoche Shareholder Director.

Shareholder Nominees. (i) In connection with any General Shareholders’ Meeting at which Directors are to be elected, or any adjournment or postponement thereof, the Shareholder Parent shall have the right to propose for appointment a the number of Directors that equals a majority of the Board set forth in this Section 2.1(b)(i) (each such Director proposed for appointment by the ShareholderParent, a “Majority Shareholder Parent Director” and collectively, the “Parent Directors”). At , as follows: (A) During the Sponsor Proposal Period, Parent shall have the right to propose for appointment four Parent Directors, at least one-half one of the Majority Shareholder Directors whom must qualify as an Independent Director and one or more of whom (which may include one or more of such Independent Directors) may be required by Parent to qualify as a Luxembourg tax resident, subject to any independence requirements established by the listing rules of the stock exchange on which the Ordinary Shares are listed that would require a greater number of Majority Shareholder Directors (as defined below) to qualify as Independent Directors, in which case Parent shall maintain its right to propose for appointment a number of non-Independent Directors as nearly equal as possible to the proportions established in this Agreement. (B) After the Sponsor Proposal Period, Parent shall have the right to propose for appointment five Parent Directors, at least two of whom must qualify as Independent Directors and one or more of whom (which may include one or more of such Independent Directors) may be required by Parent to qualify as a Luxembourg tax resident, subject to any independence requirements established by the listing rules of the stock exchange on which the Ordinary Shares are listed that would require a greater number of Shareholder Directors (as defined below) to qualify as Independent Directors, in which case Parent shall maintain its right to propose for appointment a number of non-Independent Directors as nearly equal as possible to the proportions established in this Agreement. (ii) In connection with any Shareholders’ Meeting at which Directors are to be elected, or any adjournment or postponement thereof, held during the Sponsor Proposal Period, Sponsor shall have the right to propose for appointment two Directors, one of whom shall have the right to be re-appointed and serve as Director up to (but not after) the second annual Shareholders’ Meeting that takes place after the date hereof and one of whom shall have the right to be re-appointed and serve as Director up to (but not after) the third annual Shareholders’ Meeting that takes place after the date hereof (each such Director proposed for appointment by Sponsor, a “Sponsor Director” and collectively, the “Sponsor Directors”); in each case on the terms and conditions provided that for in this Agreement and subject to compliance with any applicable laws, rules and regulations and under the Shareholder criteria established by the listing rules of the stock exchange on which the Ordinary Shares are listed. At least one of the Sponsor Directors must qualify as an Independent Director. (iii) During the Sponsor Proposal Period, Parent and Sponsor, jointly, shall have the right to propose for appointment one additional Independent Director who shall not be required an Affiliate of Parent or Sponsor and who shall also qualify as an industry expert (the “Industry Expert Independent Director,” and collectively with the Parent Directors and Sponsor Directors, each a “Shareholder Director” and collectively, the “Shareholder Directors”). The Industry Expert Independent Director may, subject to nominate any additional Independent Directors unless and until all the Board’s sole discretion, be designated as the chairperson of the DirectorsBoard. (iv) Except as otherwise determined by the Board, (A) only the Industry Expert Independent Director and one Independent Director who is a Parent Director shall be entitled to compensation as consideration for serving on the Board and any Board committees, and (B) no other Shareholder Directors shall be entitled to receive compensation for serving on the Board and/or any Board committees, other than the Majority Shareholder Directors, qualify as Independent Directorsreimbursement for reasonable and documented out-of-pockets expenses. (iiv) If at any point in time the Directors on the Board are divided into classes, the Board will use reasonable efforts to Shareholders shall apportion the Majority Shareholder Directors among such classes so as to maintain that (A) the aggregate number of Majority Shareholder Directors proposed by each of Parent and Sponsor, as applicable, in each class is as nearly equal as possible. possible to the proportions established in this Agreement and (B) the number of Parent Directors, Sponsor Directors and the Industry Expert Independent Director, respectively, in each such class is as nearly equal as possible to the proportions established in this Agreement. (vi) For so long as the Company Holdco maintains any committeean Audit Committee, such committees committee shall each include at least one Majority Shareholder Parent Director and one Sponsor Director (but only to the extent such Director (A) qualifies as an Independent Director and (B) with respect to membership on the Audit Committee or Compensation Committee, meets the heightened independence requirements applicable to audit committees and compensation committees, as applicable, under the U.S. Securities and Exchange Commission rules and within the context of regulations and under the criteria established by the listing rules of the stock exchange on which the Ordinary Shares are listed). (iii) . In connection with any General Meeting at which Directors are to be electedaddition, or any adjournment or postponement thereof, for as long as Hoche owns no less than seven (7%) of the issued and outstanding share capital of the Company (subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like), Hoche Parent shall have the right right, but not the obligation, to propose for appointment one non-executive, non-Independent Director (such Directoras an observer to the Audit Committee to be appointed by the Board, the “Hoche Shareholder Director,” and collectively subject to compliance with the Majority Shareholder Directors, each a “Shareholder Director” and collectively, the “Shareholder Directors”). On the Closing (as defined Rule 10A-3 under the Business Combination Agreement) and until the one-year anniversary U.S. Securities Exchange Act of the preceding annual General Meeting, Xxxxxxxxx Xxxxxxxxx shall be the Hoche Shareholder Director1934.