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) 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 The Sponsor shall have the right, but not the obligation, to nominate for election or appointment to the Board (such nominees, the “Sponsor Designees”) (subject subject, as applicable, to their election by the stockholders of the Company) that number of individuals that, if elected, will result in such the Sponsor having the number of directors serving on the Board that is shown below: (i) five two directors, so long as such the Sponsor and its Permitted Transferees hold 40more than 60% or more of the then outstanding number of shares of Class A Common Stock, (ii) three directors, so long as such Stock held by the Sponsor and its Permitted Transferees hold 30% or more of on 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 StockEffective Date, and (ivii) one director, so long as such the Sponsor and its Permitted Transferees hold 520% or more of the then outstanding number of shares of Class A Common StockStock held by the Sponsor on the Effective Date. (b) If any the Sponsor has nominated fewer than the total number of Sponsor Designees such the Sponsor is entitled to nominate pursuant to this Section 3.02, such 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 other parties to this Agreement and the directors of the Company shall take all necessary actionNecessary Actions, as requested by such the Sponsor, to (x) increase the size of the Board as required to enable such the Sponsor to so nominate such additional Sponsor Designees and (y) designate appoint such additional Sponsor Designees nominated by such the Sponsor to fill such newly created vacancy or vacancies, as applicable. (c) An individual designated by the Sponsor for election as a director shall comply with any applicable requirements of the governing documents of the Company and the charter for, and related guidelines of, the Nominating Committee.

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.