Sponsor Director Sample Clauses
Sponsor Director. For so long as the Sponsor Director serves as a Director, (i) PubCo shall provide the Sponsor Director with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other Directors, and (ii) PubCo shall not following the Initial Merger Effective Time amend, alter, repeal or waive (x) any right to indemnification or exculpation covering or benefiting the Sponsor Director as and to the extent consistent with applicable law, the Memorandum and Articles and any indemnification agreements with directors (except to the extent such amendment or alteration does not adversely affect the right to indemnification or exculpation covering or benefiting the Sponsor Director), (y) any provision of the Memorandum and Articles if the purpose of such amendment, alteration, repeal or waiver is to adversely affects the rights or obligations of the Sponsor or the Sponsor Director pursuant to this Section 6. Each of PubCo and the Investors agrees and acknowledges that the Sponsor Director may, to the maximum extent permitted by antitrust, competition or any other applicable law, share confidential, non-public information about PubCo and its Subsidiaries with the Sponsor, subject to the Sponsor preserving in good faith the confidential nature of such information disclosed by the Sponsor Director.
Sponsor Director. Until the earlier to occur of (a) the expiration of the initial term of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as a Class II Director pursuant to Section 5.1 and (b) the TVAC Holders ceasing to collectively beneficially own (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, at least fifty percent (50%) of the shares of Common Stock (not including Class A Common Stock) beneficially owned by the TVAC Holders as of immediately after the Closing, the Company and each of the Holders who are then serving on the Board as a director shall take all necessary action to cause one (1) individual designated by Sponsor, who shall be reasonably acceptable to a majority of the other members of the Board then serving, to be nominated for election to the Board as a Class II director (the “Sponsor Director”). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall serve as the initial Sponsor Director.
Sponsor Director. For so long as the Sponsor Stockholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than 5,116,000 Company Shares, as adjusted for stock splits, stock combinations, and the like, the Sponsor Nominator (on behalf of the Sponsor Stockholders) shall be entitled to nominate one (1) individual to the Company Board to serve as the Sponsor Director. In the event that the Sponsor Stockholders Beneficially Own, in the aggregate, fewer than 5,116,000 Company Shares, as adjusted for stock splits, stock combinations, and the like, the Sponsor Nominator (on behalf of the Sponsor Stockholders) shall not be entitled to nominate any individual to the Company Board pursuant to this Section 3.3(c). In the event that the Sponsor Nominator has not nominated any individual to the Company Board that the Sponsor Nominator is entitled to nominate pursuant to this Section 3.3(c), the Sponsor Nominator shall have the right, at any time, to nominate such nominee to which it is entitled, in which case, the Company shall take all Necessary Action, to enable the Sponsor Nominator (on behalf of the Sponsor Stockholders) to nominate and effect the election or appointment of such individual.
Sponsor Director. Pursuant to the Merger Agreement, the Acquiror Director Designee shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, and shall serve until his or her earlier resignation, removal or death; provided that, the Sponsor agrees to cause the Acquiror Director Designee to tender his or her immediate irrevocable resignation in writing to the Acquiror Board in the event the Sponsor sells, disposes of, transfers or assigns (other than to an Affiliate of Sponsor) fifty percent (50%) or more of the Acquiror Common Stock held beneficially by Sponsor as of the Closing.