Common use of Sponsor Designees Clause in Contracts

Sponsor Designees. (i) Following the closing of the IPO, Pine Brook shall have the right, but not the obligation, to nominate to the Board one (1) director, in the event that Pine Brook Beneficially Owns 7.5% or more of the outstanding shares of Common Stock. If Pine Brook Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPO, the initial Pine Brook Director shall be Xxxx Xxxxxxxxxxx. (ii) Following the closing of the IPO, Warburg Pincus shall have the right, but not the obligation, to nominate to the Board a number of designees equal to: (i) two (2) directors, so long as Warburg Pincus Beneficially Owns 15% or more of the outstanding shares of Common Stock; and (ii) one (1) director, in the event that Warburg Pincus Beneficially Owns 7.5% or more, but less than 15%, of the outstanding shares of Common Stock. If Warburg Pincus Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPO, the initial Warburg Directors shall be Xxxx Xxxxxxx and Xxxxx Xxxx. (iii) Following the closing of the IPO, Yorktown shall have the right, but not the obligation, to nominate to the Board one (1) director, in the event that Yorktown Beneficially Owns 7.5% or more of the outstanding shares of Common Stock. If Yorktown Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPO, the initial Yorktown Director shall be Xxxxxx Xxxxxx. If the authorized size of the Board is increased or decreased at any time to constitute other than nine (9) directors, then each Sponsor’s nomination rights under this Section 2.1(c) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number; provided that such adjustment shall not reduce the number of directors a Sponsor is entitled to nominate to fewer than the number set forth in the subclause (i) (ii) or (iii) of this Section 2.1(c), as applicable, as long as such Sponsor maintains the required Beneficial Ownership set forth therein. For the avoidance of doubt, the rights granted to the Sponsors to designate directors to the Board are additive to, and not intended to limit in any way, the rights that the Sponsors or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors; (B) nominating and recommending each such individual to be elected as a director as provided herein; (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify each such individual nominated pursuant to Section 2.1(c) as a Sponsor Director pursuant to this Agreement.

Sponsor Designees. (ia) Following From the closing of Effective Date until the IPO, Pine Brook shall have the right, but not the obligation, to nominate to the Board one (1) director, in the event that Pine Brook Beneficially Owns 7.5% or more of the outstanding shares of Common Stock. If Pine Brook Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPODirector Veto Lapse Date, the initial Pine Brook Director shall be Xxxx Xxxxxxxxxxx. (ii) Following the closing of the IPO, Warburg Pincus Sponsor shall have the right, but not the obligation, to nominate to the Board a number of designees equal to: (i) two (2) directors, so long as Warburg Pincus Beneficially Owns 15% or more majority of the outstanding shares of Common Stock; and (ii) one (1) director, in the event that Warburg Pincus Beneficially Owns 7.5% or more, but less than 15%, members of the outstanding shares Board of Common StockDirectors (such nominees, the “Sponsor Designees”). If Warburg Pincus Beneficially Owns less than 7.5% As of the outstanding shares date of Common Stockthis Agreement, it Sponsor intends to nominate two Sponsor Nominees, which shall not be entitled to designate any nominee to the BoardRequired Designees. At From the closing of Director Veto Lapse Date until the IPOVeto Lapse Date, the initial Warburg Directors shall be Xxxx Xxxxxxx and Xxxxx Xxxx. (iii) Following the closing of the IPO, Yorktown Sponsor shall have the right, but not the obligation, to nominate to the Board one two Sponsor Designees. Additionally, from the Effective Date until the Veto Lapse Date, the Sponsor may appoint two observers (1the “Observers”) director, in the event that Yorktown Beneficially Owns 7.5% or more of the outstanding shares of Common Stock. If Yorktown Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. . (b) At the closing of the IPO, the initial Yorktown Director shall be Xxxxxx Xxxxxx. If the authorized size of the Board is increased or decreased at any time to constitute other at which the Sponsor has nominated less than nine (9) directors, then each Sponsor’s nomination rights under this Section 2.1(c) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number; provided that such adjustment shall not reduce the total number of directors a Sponsor Designees the Sponsor is entitled to nominate to fewer than the number set forth in the subclause (i) (ii) or (iii) of this Section 2.1(c), as applicable, as long as such Sponsor maintains the required Beneficial Ownership set forth therein. For the avoidance of doubt, the rights granted to the Sponsors to designate directors to the Board are additive to, and not intended to limit in any way, the rights that the Sponsors or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 3.01, the 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 slate Company shall take all necessary action to (i) increase the size of nominees recommended the Board as required to enable such Sponsor to so nominate such additional Sponsor Designees and (ii) designate such additional Sponsor Designees nominated by the Sponsor to fill such newly–created vacancy or vacancies, as applicable. (c) The Sponsor shall designate one Sponsor Designee as the CP Designee and one Sponsor Designee as the T3 Designee (together, the “Required Designees”). The initial CP Designee shall be J. Xxxxxxx Xxx and the initial T3 Designee shall be Xxxxxxx Xxxxxxx. (d) The Observers shall be entitled to attend all meetings of the Board of Directors or any committee thereof, and also shall be entitled to receive concurrently with the Directors notice of Board and Committee meetings and all minutes, consents and other materials provided to any Director in his or her capacity as a Director. Notwithstanding the foregoing, the Company will have the right, in its sole discretion, to exclude the Observers from access to any Board of Directors meeting or material, or portion thereof, if the Board of Directors determines in good faith, based on the advice of Company counsel, that the exclusion is necessary in order to preserve the attorney-client privilege. In the event that any Observer is excluded from access to any portion of a meeting, the Company will supply the Observer with a summary of the content of that portion of the meeting in detail sufficient to provide the Observer with a general understanding of the purposes of the discussion, provided that such a summary does not waive the attorney-client privilege. In addition, the Company will have the right, in its sole discretion, to exclude the Observers from access to any meeting of the Audit Committee of the Board for election at any meeting reason whatsoever, in the sole discretion of stockholders called for the purpose Audit Committee, and Observers shall not have a right to a summary of electing directors; (B) nominating and recommending each the content of such individual to be elected as a director as provided herein; (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify each such individual nominated pursuant to Section 2.1(c) as a Sponsor Director pursuant to this Agreementmeetings.

Sponsor Designees. (ia) Following the closing of the IPO, Pine Brook The Sponsor shall have the right, but not the obligation, to nominate to the Board one (1such nominees, the “Sponsor Designees”) director, in (subject to their election by the event that Pine Brook Beneficially Owns 7.5stockholders of the Company): (i) for so long as the Sponsor owns 40% or more of the outstanding shares of Common Stock. If Pine Brook Beneficially Owns less than 7.5% of the then outstanding shares of Common Stock, it shall not be entitled the greater of up to designate any nominee to (A) six directors and (B) the number of directors comprising a majority of the Board. At the closing of the IPO, the initial Pine Brook Director shall be Xxxx Xxxxxxxxxxx.; and (ii) Following the closing of the IPO, Warburg Pincus shall have the right, but not the obligation, to nominate to the Board a number of designees equal to: (i) two (2) directors, for so long as Warburg Pincus Beneficially Owns 15the Sponsor owns less than 40% of the then outstanding shares of Common Stock but owns at least 5% or more of the outstanding shares of Common Stock; and (ii) one (1) director, in the event that Warburg Pincus Beneficially Owns 7.5% or more, but less than 15%, of the outstanding shares of Common Stock. If Warburg Pincus Beneficially Owns less than 7.5% of the then outstanding shares of Common Stock, it shall not be entitled to designate any nominee that number of directors (rounded up to the Board. At nearest whole number) equal to the closing product of (x) the IPOauthorized number of directors on the Board times (y) a fraction, the initial Warburg Directors shall be Xxxx Xxxxxxx numerator of which is the total number of shares of Common Stock owned by the Sponsor, and Xxxxx Xxxx. (iii) Following the closing denominator of which is the IPO, Yorktown shall have total number of shares of Common Stock then outstanding. Notwithstanding the right, but not the obligation, to nominate to the Board one (1) directorprevious sentence, in the event that Yorktown Beneficially Owns 7.5% or the Sponsor ceases to own more of the outstanding shares of Common Stock. If Yorktown Beneficially Owns less than 7.55% of the then outstanding shares of Common Stock, it the Sponsor shall not be entitled have the right to designate nominate any nominee to the Board. At the closing of the IPO, the initial Yorktown Director shall be Xxxxxx Xxxxxx. Sponsor Designees. (b) If the authorized size of Sponsor has nominated less than the Board is increased or decreased at any time to constitute other than nine (9) directors, then each Sponsor’s nomination rights under this Section 2.1(c) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number; provided that such adjustment shall not reduce the total number of directors a Sponsor Designees the Sponsor is entitled to nominate to fewer than the number set forth in the subclause (i) (ii) or (iii) of this Section 2.1(c), as applicable, as long as such Sponsor maintains the required Beneficial Ownership set forth therein. For the avoidance of doubt, the rights granted to the Sponsors to designate directors to the Board are additive to, and not intended to limit in any way, the rights that the Sponsors or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 in 3.02, the slate Sponsor shall have the right, at any time, to nominate such additional number of nominees recommended Sponsor Designees to which it is entitled. In such event, the directors of the Company shall take all necessary action to: (i) increase the size of the Board as required to enable the Sponsor to so nominate such additional Sponsor Designees; and (ii) designate such additional Sponsor Designees nominated by the Sponsor to fill such newly-created vacancy or vacancies, as applicable. (c) For so long as the Sponsor owns at least 5% or more of the then outstanding shares of Common Stock, the Sponsor shall have the right to designate one member of each committee of the Board. Any such designee shall be a member of the Board and shall be eligible to serve on the applicable committee under applicable law or stock exchange listing standards, including any applicable independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and any applicable phase-in periods). Any additional committee members shall be determined by the Board. Nominees designated to serve on a Board committee shall have the right to remain on such committee until the next election at of members of the Board. Unless the Sponsor notifies the Company otherwise prior to the time the Board takes action to change the composition of a Board committee, any meeting of stockholders called for nominee currently designated by the purpose of electing directors; (B) nominating and recommending each such individual Sponsor to serve on a committee shall be presumed to be elected as a director as provided herein; re-designated for such committee.1 (Cd) soliciting proxies or consents in favor thereof. The Company is entitled For purposes of this Section 3.02 and Article IV below, the Sponsor shall be deemed to identify each such individual nominated pursuant to Section 2.1(c) as a Sponsor Director pursuant to this Agreementown all shares of Common Stock owned by the Sponsor’s Affiliates.

Sponsor Designees. (ia) Following the closing of the IPO, Pine Brook The Sponsor shall have the right, but not the obligation, to nominate to the Board one (1such nominees, the “Sponsor Designees”) director, in (subject to their election by the event that Pine Brook Beneficially Owns 7.5stockholders of the Company): (i) for so long as the Sponsor owns 40% or more of the outstanding shares of Common Stock. If Pine Brook Beneficially Owns less than 7.5% of the then outstanding shares of Common Stock, it shall not be entitled the greater of up to designate any nominee to (A) six directors and (B) the number of directors comprising a majority of the Board. At the closing of the IPO, the initial Pine Brook Director shall be Xxxx Xxxxxxxxxxx.; and (ii) Following the closing of the IPO, Warburg Pincus shall have the right, but not the obligation, to nominate to the Board a number of designees equal to: (i) two (2) directors, for so long as Warburg Pincus Beneficially Owns 15the Sponsor owns less than 40% of the then outstanding shares of Common Stock but owns at least 5% or more of the outstanding shares of Common Stock; and (ii) one (1) director, in the event that Warburg Pincus Beneficially Owns 7.5% or more, but less than 15%, of the outstanding shares of Common Stock. If Warburg Pincus Beneficially Owns less than 7.5% of the then outstanding shares of Common Stock, it shall not be entitled to designate any nominee that number of directors (rounded up to the Board. At nearest whole number) equal to the closing product of (x) the IPOauthorized number of directors on the Board times (y) a fraction, the initial Warburg Directors shall be Xxxx Xxxxxxx numerator of which is the total number of shares of Common Stock owned by the Sponsor, and Xxxxx Xxxx. (iii) Following the closing denominator of which is the IPO, Yorktown shall have total number of shares of Common Stock then outstanding. Notwithstanding the right, but not the obligation, to nominate to the Board one (1) directorprevious sentence, in the event that Yorktown Beneficially Owns 7.5% or the Sponsor ceases to own more of the outstanding shares of Common Stock. If Yorktown Beneficially Owns less than 7.55% of the then outstanding shares of Common Stock, it the Sponsor shall not be entitled have the right to designate nominate any nominee to the Board. At the closing of the IPO, the initial Yorktown Director shall be Xxxxxx Xxxxxx. Sponsor Designees. (b) If the authorized size of Sponsor has nominated less than the Board is increased or decreased at any time to constitute other than nine (9) directors, then each Sponsor’s nomination rights under this Section 2.1(c) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number; provided that such adjustment shall not reduce the total number of directors a Sponsor Designees the Sponsor is entitled to nominate to fewer than the number set forth in the subclause (i) (ii) or (iii) of this Section 2.1(c), as applicable, as long as such Sponsor maintains the required Beneficial Ownership set forth therein. For the avoidance of doubt, the rights granted to the Sponsors to designate directors to the Board are additive to, and not intended to limit in any way, the rights that the Sponsors or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 in 3.02, the slate Sponsor shall have the right, at any time, to nominate such additional number of nominees recommended Sponsor Designees to which it is entitled. In such event, the directors of the Company shall take all necessary action to: (i) increase the size of the Board as required to enable the Sponsor to so nominate such additional Sponsor Designees; and (ii) designate such additional Sponsor Designees nominated by the Sponsor to fill such newly-created vacancy or vacancies, as applicable. (c) For so long as the Sponsor owns at least 5% or more of the then outstanding shares of Common Stock, the Sponsor shall have the right to designate one member of each committee of the Board. Any such designee shall be a member of the Board and shall be eligible to serve on the applicable committee under applicable law or stock exchange listing standards, including any applicable independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and any applicable phase-in periods). Any additional committee members shall be determined by the Board. Nominees designated to serve on a Board committee shall have the right to remain on such committee until the next election at of members of the Board. Unless the Sponsor notifies the Company otherwise prior to the time the Board takes action to change the composition of a Board committee, any meeting of stockholders called for nominee currently designated by the purpose of electing directors; (B) nominating and recommending each such individual Sponsor to serve on a committee shall be presumed to be elected as a director as provided herein; re-designated for such committee. (Cd) soliciting proxies or consents in favor thereof. The Company is entitled For purposes of this Section 3.02 and Article IV below, the Sponsor shall be deemed to identify each such individual nominated pursuant to Section 2.1(c) as a Sponsor Director pursuant to this Agreementown all shares of Common Stock owned by the Sponsor’s Affiliates.

Sponsor Designees. (ia) Following the closing of the IPO, Pine Brook The Sponsor shall have the right, but not the obligation, to nominate to the Board one (1such nominees, the “Sponsor Designees”) director, in (subject to their election by the event that Pine Brook Beneficially Owns 7.5stockholders of the Company): (i) for so long as the Sponsor owns 40% or more of the outstanding shares of Common Stock. If Pine Brook Beneficially Owns less than 7.5% of the then outstanding shares of Common Stock, it shall not be entitled the greater of up to designate any nominee to (A) six directors and (B) the number of directors comprising a majority of the Board. At the closing of the IPO, the initial Pine Brook Director shall be Xxxx Xxxxxxxxxxx.; and (ii) Following the closing of the IPO, Warburg Pincus shall have the right, but not the obligation, to nominate to the Board a number of designees equal to: (i) two (2) directors, for so long as Warburg Pincus Beneficially Owns 15the Sponsor owns less than 40% of the then outstanding shares of Common Stock but owns at least 5% or more of the outstanding shares of Common Stock; and (ii) one (1) director, in the event that Warburg Pincus Beneficially Owns 7.5% or more, but less than 15%, of the outstanding shares of Common Stock. If Warburg Pincus Beneficially Owns less than 7.5% of the then outstanding shares of Common Stock, it shall not be entitled to designate any nominee that number of directors (rounded up to the Board. At nearest whole number) equal to the closing product of (x) the IPOauthorized number of directors on the Board times (y) a fraction, the initial Warburg Directors shall be Xxxx Xxxxxxx numerator of which is the total number of shares of Common Stock owned by the Sponsor, and Xxxxx Xxxx. (iii) Following the closing denominator of which is the IPO, Yorktown shall have total number of shares of Common Stock then outstanding. Notwithstanding the right, but not the obligation, to nominate to the Board one (1) directorprevious sentence, in the event that Yorktown Beneficially Owns 7.5% or the Sponsor ceases to own more of the outstanding shares of Common Stock. If Yorktown Beneficially Owns less than 7.55% of the then outstanding shares of Common Stock, it the Sponsor shall not be entitled have the right to designate nominate any nominee to the Board. At the closing of the IPO, the initial Yorktown Director shall be Xxxxxx Xxxxxx. Sponsor Designees. (b) If the authorized size of Sponsor has nominated less than the Board is increased or decreased at any time to constitute other than nine (9) directors, then each Sponsor’s nomination rights under this Section 2.1(c) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number; provided that such adjustment shall not reduce the total number of directors a Sponsor Designees the Sponsor is entitled to nominate to fewer than the number set forth in the subclause (i) (ii) or (iii) of this Section 2.1(c), as applicable, as long as such Sponsor maintains the required Beneficial Ownership set forth therein. For the avoidance of doubt, the rights granted to the Sponsors to designate directors to the Board are additive to, and not intended to limit in any way, the rights that the Sponsors or their respective Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 in 3.02, the slate Sponsor shall have the right, at any time, to nominate such additional number of nominees recommended Sponsor Designees to which it is entitled. In such event, the directors of the Company shall take all necessary action to: (i) increase the size of the Board as required to enable the Sponsor to so nominate such additional Sponsor Designees; and (ii) designate such additional Sponsor Designees nominated by the Sponsor to fill such newly-created vacancy or vacancies, as applicable. (c) For so long as the Sponsor owns at least 5% or more of the then outstanding shares of Common Stock, the Sponsor shall have the right to designate one member of each committee of the Board. Any such designee shall be a member of the Board and shall be eligible to serve on the applicable committee under applicable law or stock exchange listing standards, including any applicable independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and any applicable phase-in periods). Any additional committee members shall be determined by the Board. Nominees designated to serve on a Board committee shall have the right to remain on such committee until the next election at of members of the Board. Unless the Sponsor notifies the Company otherwise prior to the time the Board takes action to change the composition of a Board committee, any meeting of stockholders called for nominee currently designated by the purpose of electing directors; (B) nominating and recommending each such individual Sponsor to serve on a committee shall be presumed to be elected as a director as provided herein; (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify each re-designated for such individual nominated pursuant to Section 2.1(c) as a Sponsor Director pursuant to this Agreement.committee.1

Sponsor Designees. (i) Following the closing of the IPO, Pine Brook shall have the right, but not the obligation, to nominate to the Board one (1) director, in the event that Pine Brook Beneficially Owns 7.5% or more of the outstanding shares of Common Stock. If Pine Brook Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPO, the initial Pine Brook Director shall be Xxxx Xxxxxxxxxxx. (ii) Following the closing of the IPO, Warburg Pincus Carlyle shall have the right, but not the obligation, to nominate to the Board a number of designees equal toto at least: (i) two three (23) directors, so long as Warburg Pincus Carlyle Beneficially Owns 1530% or more of the outstanding shares of Common Stock; (ii) two (2) directors, in the event that Carlyle Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (iiiii) one (1) director, in the event that Warburg Pincus Carlyle Beneficially Owns 7.510% or more, but less than 1520%, of the outstanding shares of Common Stock. If Warburg Pincus Carlyle Beneficially Owns less than 7.510% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPO, the initial Warburg Directors shall be Xxxx Xxxxxxx and Xxxxx Xxxxa nominee. (iiiii) Following the closing of the IPO, Yorktown Xxxxx Xxxxx shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least one (1) director, in the event that Yorktown Xxxxx Xxxxx Beneficially Owns 7.510% or more of the outstanding shares of Common Stock. If Yorktown Xxxxx Xxxxx Beneficially Owns less than 7.510% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At a nominee. (iii) Following the closing of the IPO, First Reserve shall have the initial Yorktown Director shall be Xxxxxx Xxxxxxright, but not the obligation, to nominate to the Board a number of designees equal to at least one (1) director, in the event that First Reserve Beneficially Owns 10% or more of the outstanding shares of Common Stock. If First Reserve Beneficially Owns less than 10% of the authorized outstanding shares of Common Stock, it shall not be entitled to designate a nominee. (iv) Following the closing of the IPO, Stellex Capital shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least one (1) director, in the event that Stellex Capital Beneficially Owns 10% or more of the outstanding shares of Common Stock. If Stellex Capital Beneficially Owns less than 10% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. In the event the size of the Board is increased or decreased at any time to constitute other than nine (9) directors, then each a Sponsor’s nomination rights under this Section 2.1(c2.1(b) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number; provided that such adjustment shall not reduce the number of directors a Sponsor is entitled to nominate to fewer than the number set forth in the subclause (i) (ii) or (iii) of this Section 2.1(c), as applicable, as long as such Sponsor maintains the required Beneficial Ownership set forth therein. For the avoidance of doubt, the rights granted to the Sponsors to designate directors to members of the Board are additive to, and not intended to limit in any way, the rights that the Sponsors or their respective its Affiliates may have to nominate, elect or remove directors under the Company’s Certificate of Incorporation, Bylaws or the General Corporation Law of the State of Delaware. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above not becoming effectuated, including by: ; (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors; , (B) nominating and recommending each such individual to be elected as a director as provided herein; , (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. The Company is entitled to identify each such individual individual(s) nominated pursuant to Section 2.1(c2.1(b) as a Sponsor Director pursuant to this Agreement.