Common use of Sponsor Designees Clause in Contracts

Sponsor Designees. (a) Each Sponsor shall have the right, but not the obligation, to nominate to the Board (such nominees, the “Sponsor Designees”) (subject to their election by the stockholders of the Company) that number of individuals that, if elected, will result in such Sponsor having the number of directors serving on the Board that is shown below: (i) five directors, so long as such Sponsor and its Permitted Transferees hold 40% or more of the then outstanding shares of Common Stock, (ii) three directors, so long as such Sponsor and its Permitted Transferees hold 30% or more of the then outstanding shares of Common Stock, (iii) two directors, so long as such Sponsor and its Permitted Transferees hold 15% or more of the then outstanding shares of Common Stock, and (iv) one director, so long as such Sponsor and its Permitted Transferees hold 5% or more of the then outstanding shares of Common Stock. (b) If any Sponsor has nominated fewer than the total number of Sponsor Designees such Sponsor is entitled to nominate pursuant to this Section 3.02, such Sponsor shall have the right, at any time, to nominate such additional number of Sponsor Designees to which it is entitled, in which case the other parties to this Agreement and the directors of the Company shall take all necessary action, as requested by such Sponsor, to (x) increase the size of the Board as required to enable such Sponsor to so nominate such additional Sponsor Designees and (y) designate such additional Sponsor Designees nominated by such Sponsor to fill such newly created vacancy or vacancies, as applicable.

Sponsor Designees. (a) Each Sponsor The Sponsors shall have the right, but not the obligation, to nominate to the Board (such nominees, the “Sponsor Designees”) (subject to their election by the stockholders of the Company) that number of individuals that, if elected, will result in such Sponsor having the number of directors serving on the Board that is shown below:): (i) five directors, for so long as such Sponsor and its Permitted Transferees hold 40% or more of the then outstanding shares of Common Stock, (ii) three directors, so long as such Sponsor and its Permitted Transferees hold 30% or more of the then outstanding shares of Common Stock, (iii) two directors, so long as such Sponsor and its Permitted Transferees hold 15Sponsors collectively own 50% or more of the then outstanding shares of Common Stock, the greater of up to (A) six directors and (B) the number of directors comprising a majority of the Board; and (ivii) one director, for so long as such Sponsor and its Permitted Transferees hold 5the Sponsors collectively own less than 50% or more of the then outstanding shares of Common Stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of the Board, rounded to the nearest whole number) equal to the product of (x) the authorized number of directors on the Board times (y) a fraction, the numerator of which is the total number of shares of Common Stock collectively owned by the Sponsors, and the denominator of which is the total number of shares of Common Stock then outstanding. Notwithstanding the previous sentence, in the event that any Sponsor ceases to own more than 5% of the then outstanding shares of Common Stock, (x) such Sponsor shall not have the right to nominate any Sponsor Designees; (y) the shares of outstanding Common Stock owned by such Sponsor shall be excluded from any numerator for purposes of calculating the amounts set forth in clauses (i) and (ii) of this Section 3.02(a); and (z) the right to nominate Sponsor Designees in accordance with this Section 3.02 shall only be available to the Sponsor that owns the applicable percentage of shares of Common Stock. (b) For purposes of this Section 3.02, each Sponsor shall nominate one half of the aggregate number of Sponsor Designees. Notwithstanding the previous sentence, in the event that: (i) the number of Sponsor Designees is odd, the Sponsors shall jointly nominate one Sponsor Designee, and each Sponsor shall nominate one half of the remainder of such Sponsor Designees, except that in the event that any Sponsor ceases to own more than 5% of the then outstanding shares of Common Stock, such Sponsor shall not have the right to nominate any Sponsor Designees; and (ii) any Sponsor owns more than 5%, but less than or equal to 10%, of the then outstanding shares of Common Stock, one Sponsor Designee shall be nominated by such Sponsor, and the remainder of the Sponsor Designees shall be nominated by the other Sponsor. (c) If any Sponsor has nominated fewer less than the total number of Sponsor Designees such Sponsor is entitled to nominate pursuant to this Section 3.02, such Sponsor shall have the right, at any time, to nominate such additional number of Sponsor Designees to which it is entitled. In such event, in which case the other parties to this Agreement and the directors of the Company shall take all necessary action, as requested by such Sponsor, to action to: (xi) increase the size of the Board as required to enable such Sponsor to so nominate such additional Sponsor Designees Designees; and (yii) designate such additional Sponsor Designees nominated by such Sponsor to fill such newly newly-created vacancy or vacancies, as applicable. (d) For purposes of this Section 3.02 and Article IV below, each Sponsor shall be deemed to own all shares of Common Stock owned by such Sponsor’s Affiliates.

Sponsor Designees. (a) Each Sponsor The Sponsors shall have the right, but not the obligation, to nominate to the Board (such nominees, the “Sponsor Designees”) (subject to their election by the stockholders of the Company) that number of individuals that, if elected, will result in such Sponsor having the number of directors serving on the Board that is shown below:): (i) five directors, for so long as such Sponsor and its Permitted Transferees hold 40the Sponsors collectively own more than 50% or more of the then outstanding shares of Common Stock, (ii) three directors, so long as such Sponsor and its Permitted Transferees hold 30% or more of the then outstanding shares of Common Stock, (iii) two directors, so long as such Sponsor and its Permitted Transferees hold 15% or more of the then outstanding shares of Common Stock, (x) if the authorized number of directors is nine, eight directors, and, (y) if the authorized number of directors is ten or more, the greater of (A) nine and (B) the number of directors comprising a majority of the Board; and (ivii) one director, for so long as such Sponsor and its Permitted Transferees hold 5the Sponsors collectively own 50% or more less of the then outstanding shares of Common Stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of the Board, rounded to the nearest whole number) equal to the product of (x) the authorized number of directors on the Board times (y) a fraction, the numerator of which is the total number of shares of Common Stock collectively owned by the Sponsors, and the denominator of which is the total number of shares of Common Stock then outstanding; provided, that in the event that any Sponsor ceases to own more than 5% of the then outstanding shares of Common Stock, (x) such Sponsor shall not have the right to nominate any Sponsor Designees; (y) the shares of outstanding Common Stock owned by such Sponsor shall be excluded from any numerator for purposes of calculating the amounts set forth in clauses (i) and (ii) of this Section 3.02(a); and (z) the right to nominate Sponsor Designees in accordance with this Section 3.02 shall only be available to the Sponsor that owns the applicable percentage of shares of Common Stock. (b) For purposes of this Section 3.02, each Sponsor shall nominate one half of the aggregate number of Sponsor Designees; provided, that: (i) if the number of Sponsor Designees is odd, the Sponsors shall jointly nominate one Sponsor Designee, and each Sponsor shall nominate one half of the remainder of such Sponsor Designees, provided, that in the event that any Sponsor ceases to own more than 5% of the then outstanding shares of Common Stock, such Sponsor shall not have the right to nominate any Sponsor Designees; and (ii) if any Sponsor owns more than 5%, but less than or equal to 10%, of the then outstanding shares of Common Stock, one Sponsor Designee shall be nominated by such Sponsor, and the remainder of the Sponsor Designees shall be nominated by the other Sponsor. (c) If any Sponsor has nominated fewer less than the total number of Sponsor Designees such Sponsor is entitled to nominate pursuant to this Section 3.02, such Sponsor shall have the right, at any time, to nominate such additional number of Sponsor Designees to which it is entitled, in which case the other parties to this Agreement and the directors of the Company shall take all necessary action, as requested by such Sponsor, action to (xi) increase the size of the Board as required to enable such Sponsor to so nominate such additional Sponsor Designees and (yii) designate such additional Sponsor Designees nominated by such Sponsor to fill such newly newly-created vacancy or vacancies, as applicable. (d) For purposes of this Section 3.02 and Article IV below, each Sponsor shall be deemed to own all shares of Common Stock owned by such Sponsor’s Affiliates.

Sponsor Designees. (a) Each Sponsor The Sponsors shall have the right, but not the obligation, to nominate to the Board (such nominees, the “Sponsor Designees”) (subject to their election by the stockholders of the Company) that number of individuals that, if elected, will result in such Sponsor having the number of directors serving on the Board that is shown below:): (i) five directors, for so long as such Sponsor and its Permitted Transferees hold 40the Sponsors collectively own more than 50% or more of the then outstanding shares of Common Stock, (ii) three directors, so long as such Sponsor and its Permitted Transferees hold 30% or more of the then outstanding shares of Common Stock, (iii) two directors, so long as such Sponsor and its Permitted Transferees hold 15% or more of the then outstanding shares of Common Stock, (x) if the authorized number of directors is nine, eight directors, and, (y) if the authorized number of directors is ten or more, the greater of (A) nine and (B) the number of directors comprising a majority of the Board; and (ivii) one director, for so long as such Sponsor and its Permitted Transferees hold 5the Sponsors collectively own 50% or more less of the then outstanding shares of Common Stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of the Board, rounded to the nearest whole number) equal to the product of (x) the authorized number of directors on the Board times (y) a fraction, the numerator of which is the total number of shares of Common Stock collectively owned by the Sponsors, and the denominator of which is the total number of shares of Common Stock then outstanding; provided, that in the event that any Sponsor ceases to own more than 5% of the then outstanding shares of Common Stock, (x) such Sponsor shall not have the right to nominate any Sponsor Designees; (y) the shares of outstanding Common Stock owned by such Sponsor shall be excluded from any numerator for purposes of calculating the amounts set forth in clauses (i) and (ii) of this Section 3.02(a); and (z) the right to nominate Sponsor Designees in accordance with this Section 3.02 shall only be available to the Sponsor that owns the applicable percentage of shares of Common Stock. (b) Each Sponsor shall be entitled to nominate one half of the aggregate number of Sponsor Designees; provided that: (i) subject to clauses (ii) and (iii) below, if the number of Sponsor Designees is odd, the Sponsors shall jointly nominate one Sponsor Designee, and each Sponsor shall be entitled to nominate one half of the remainder of such Sponsor Designees; (ii) if any Sponsor ceases to own more than 5% of the then outstanding shares of Common Stock, such Sponsor shall not have the right to nominate any Sponsor Designees; and (iii) if any Sponsor owns more than 5%, but less than or equal to 10%, of the then outstanding shares of Common Stock, such Sponsor shall be entitled to nominate one Sponsor Designee, and the other Sponsor shall be entitled to nominate the remainder of the Sponsor Designees. (c) If any Sponsor has nominated fewer than the total number of Sponsor Designees such Sponsor is entitled to nominate pursuant to this Section 3.02, (i) the Sponsors may jointly nominate any or all of the Sponsor Designees such Sponsor has failed to nominate and (ii) such Sponsor shall have the right, at any time, to nominate such additional number of Sponsor Designees to which it is entitledentitled (other than Sponsor Designees jointly nominated pursuant to clause (i) above), in which case the other parties to this Agreement and the directors of the Company shall take all necessary action, as requested by such Sponsor, action to (x) increase the size of the Board as required to enable such Sponsor to so nominate such additional Sponsor Designees and (y) designate such additional Sponsor Designees nominated by such Sponsor to fill such newly newly-created vacancy or vacancies, as applicable. (d) For purposes of this Section 3.02 and Article IV below, each Sponsor shall be deemed to own all shares of Common Stock owned by such Sponsor’s Affiliates.

Sponsor Designees. (a) Each Following the closing of the IPO, subject to Section 2.1(d), the Sponsor shall have the right, but not the obligation, to nominate designate for nomination to the Board (such nominees, the “Sponsor Designees”) (subject to their election by the stockholders of the Company) that following number of individuals that, if elected, will result in such Sponsor having the number of directors serving on the Board that is shown belowdirectors: (i) five directors, three (3) directors for so long as such the Sponsor and its Permitted Transferees hold 40Beneficially Owns at least 30% or more of the then outstanding shares of Common Stock,Shares; (ii) three directors, two (2) directors for so long as such the Sponsor and its Permitted Transferees hold Beneficially Owns less than 30% or more but at least 20% of the then outstanding shares of Common Stock,Shares; and (iii) two directorsone (1) director, for so long as such the Sponsor Beneficially Owns less than 20%, but at least 10%, of the outstanding Common Shares. For purposes of this Section 2.1(c), the Sponsor will be deemed to Beneficially Own outstanding Common Shares owned, directly or indirectly, by (i) the Sponsor and its Permitted Transferees hold 15% (ii) any member or more partner of the then outstanding shares Sponsor to whom the Sponsor distributes Common Shares (each, a “ Distributee”), without double counting any Common Shares owned by Affiliates. For the avoidance of doubt, the Sponsor shall not be deemed to Beneficially Own Common Stock, and (iv) one director, so long as such Sponsor and its Permitted Transferees hold 5% Shares that are transferred other than pursuant to the preceding sentence or more that are transferred or distributed by a Distributee. If the authorized size of the Board is increased or decreased at any time to constitute other than seven directors, then outstanding shares of Common Stock. (bthe Sponsor’s nomination rights under this Section 2.1(c) If any Sponsor has nominated fewer than shall be proportionately increased or decreased, respectively, rounded to the total nearest whole number; provided that such adjustment shall not reduce the number of Sponsor Designees such directors the Sponsor is entitled to nominate to fewer than the number set forth in this Section 2.1(c), as long as the Sponsor maintains the required Beneficial Ownership set forth herein. For the avoidance of doubt, the rights granted to the Sponsor to designate directors to the Board are additive to, and not intended to limit in any way, the rights that the Sponsor or its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Formation, LLCA or the Texas Business Organizations Code. The Company agrees, to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the designation and other rights set forth in this Section 2.1, and not to take any action that would be reasonably expected to result in any of such rights not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 3.02, such Sponsor shall have 2.1 in the right, slate of nominees recommended by the Board for election at any time, meeting of shareholders called for the purpose of electing directors; (B) nominating and recommending each such individual to nominate be elected as a director as provided herein; and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify each such additional number of individual nominated pursuant to Section 2.1(c) as a Sponsor Designees to which it is entitled, in which case the other parties Director pursuant to this Agreement and the directors of the Company shall take all necessary action, as requested by such Sponsor, to (x) increase the size of the Board as required to enable such Sponsor to so nominate such additional Sponsor Designees and (y) designate such additional Sponsor Designees nominated by such Sponsor to fill such newly created vacancy or vacancies, as applicableAgreement.