Common use of Size and Composition Clause in Contracts

Size and Composition. From and after the Effective Date, unless otherwise agreed in writing by each Sponsor that holds more than 5% of the then outstanding shares of Common Stock, (1) each of Ares and FS and their respective Permitted Transferees, so long as Ares or FS, as applicable, holds more than 5% of the then outstanding shares of Common Stock, shall (i) vote or otherwise give its consent in respect of all shares of Common Stock (whether now owned or hereafter acquired) owned by such Person, and (ii) take all other appropriate action, and (2) the Company shall take all necessary and desirable actions (subject to any applicable securities exchange or equivalent listing requirements), including soliciting proxies in favor of, at each annual or special meeting of the stockholders of the Company called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, to cause: (a) the authorized number of directors on the Board to be no more than twelve; (b) the election to the Board of (i) the then Chief Executive Officer of the Company (the “CEO Director”) (subject to his or her election by the stockholders of the Company), and (ii) any Sponsor Designees designated by the Sponsors in accordance with Section 3.02; and (c) the removal from the Board of any director elected in accordance with clause (b) above, with or without cause, (i) in the case of the CEO Director, upon the resignation or termination for any reason of such CEO Director as the Chief Executive Officer of the Company, and (ii) in the case of any Sponsor Designee, upon the written request of the Sponsor that designated such director.

Size and Composition. From and after the Effective Date, unless otherwise agreed in writing by each Sponsor that holds more than 5% of the then outstanding shares of Common Stock, (1) each of Ares and FS and their respective Permitted TransfereesSponsor, so long as Ares or FS, as applicable, holds it owns more than 5% of the then outstanding shares of Common Stock, shall (i) vote or otherwise give its such Sponsor’s consent in respect of all shares of Common Stock (whether now owned or hereafter acquired) owned by such PersonSponsor, and (ii) take all other appropriate action, and (2) the Company shall take all necessary and desirable actions (subject to any applicable securities exchange or equivalent listing requirements), including soliciting proxies in favor of, at each annual or special meeting of the stockholders of the Company called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, to cause: (a) the authorized number of directors on the Board to be no more than twelvenine or more; (b) the election to the Board of (i) the then Chief Executive Officer of the Company (the “CEO Director”) (subject to his or her election by the stockholders of the Company), Company at the annual meeting of the stockholders) and (ii) any Sponsor Designees designated by the Sponsors in accordance with Section 3.02; and (c) the removal from the Board of any director elected in accordance with clause (b) above, with or without cause, (i) in the case of the CEO Director, upon the resignation or termination for any reason of such CEO Director as the Chief Executive Officer of the Company, and (ii) in the case of any Sponsor Designee, upon the written request of the Sponsor that designated such directordirector (or, in the case of a jointly nominated Sponsor Designee, whether pursuant to Section 3.02(b)(i) or otherwise, upon the written request of each of the Sponsors).

Size and Composition. As of the Effective Time, the authorized number of directors on the Board shall be nine. From and after the Effective Date until the End Date, unless otherwise agreed in writing by each Sponsor that holds more than 5% of and the then outstanding shares of Common Stock, Xxxx Entities: (1a) each of Ares Sponsor and FS Xxxx Entities and their respective Permitted Transferees, so long as Ares or FS, as applicable, holds more than 5% of the then outstanding shares of Common Stock, Transferees shall (i) vote or otherwise give its consent in respect of all shares of Common Stock (whether now owned or hereafter acquired) owned by such Person, and (ii) take all other appropriate action, and (2) the Company shall take all necessary and desirable actions (subject to any applicable securities exchange or equivalent listing requirements), including soliciting proxies in favor of, at each annual or special meeting of the stockholders of the Company called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directorsNecessary Action, to cause: (a) the authorized number of directors on the Board to be no more than twelve; (bA) the election to the Board of (iI) the then Chief Executive Officer of the Company Xxxx Xxxx or his designee (the “CEO Founder Director”), and (II) (any Sponsor Designee designated by Sponsor in accordance with Section 3.02, in each case, subject to his or her election by the stockholders of the Company), and (ii) any Sponsor Designees designated by the Sponsors in accordance with Section 3.02; and (cB) the removal from the Board of any director elected in accordance with clause (bA) above, with or without cause, (iI) in the case of the CEO Founder Director, upon the resignation or termination for any reason written request of such CEO Director as the Chief Executive Officer of the CompanyXxxx Xxxx, and (iiII) in the case of any the Sponsor Designee, upon the written request of the Sponsor that designated such directorSponsor. (b) the Company shall take all Necessary Actions to cause (i) the matters set forth in clause (a) above to be carried out in accordance with the provisions thereof and (ii) the number of directors on the Board not to exceed eleven.

Size and Composition. From and after the Effective Date, unless otherwise agreed in writing by each Sponsor that holds more than 5% of the then outstanding shares of Common Stock, (1) each of Ares and FS and their respective Permitted TransfereesSponsor, so long as Ares or FS, as applicable, holds it owns more than 5% of the then outstanding shares of Common Stock, shall (i) vote or otherwise give its such Sponsor’s consent in respect of all shares of Common Stock (whether now owned or hereafter acquired) owned by such PersonSponsor, and (ii) take all other appropriate action, and (2) the Company shall take all necessary and desirable actions (subject to any applicable securities exchange or equivalent listing requirements), including soliciting proxies in favor of, at each annual or special meeting of the stockholders of the Company called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, to cause: (a) the Bylaws of the Company to provide that the authorized number of directors on the Board to shall be no more not less than twelvenine; (b) the election to the Board of (i) the then Chief Executive Officer of the Company (the “CEO Director”) (subject to his or her election by the stockholders of the Company), Company at the annual meeting of the stockholders) and (ii) any Sponsor Designees designated by the Sponsors in accordance with Section 3.02; and (c) the removal from the Board of any director elected in accordance with clause (b) above, with or without cause, (i) in the case of the CEO Director, upon the resignation or termination for any reason of such CEO Director as the Chief Executive Officer of the Company, and (ii) in the case of any Sponsor Designee, upon the written request of the Sponsor that designated such directordirector (or, in the case of a jointly nominated Sponsor Designee pursuant to Section 3.02(b)(i), upon the written request of each of the Sponsors).