Common use of Sponsor Representation Clause in Contracts

Sponsor Representation. For so long as the Sponsor and its Permitted Transferees, either individually or as a group (as such term is construed in accordance with the Exchange Act), Beneficially Owns Class A Common Stock in PubCo representing at least the percentage, shown below, of the Class A Common Stock held by the Sponsor immediately after the Closing, PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by the Sponsor that, if elected, will result in the Sponsor having the number of directors serving on the Board that is shown below. Class A Common Stock Beneficially Owned by the Sponsor (and its Permitted Transferees) as a Percentage of the Class A Common Stock Held by the Sponsor on the Closing Date Number of Sponsor Directors 50% or greater 2 25% to less than 50% 1 Less than 25% 0 (d) Decrease in Directors. Upon any decrease in the number of directors that the Seller Representative or the Sponsor, as applicable, is entitled to designate for nomination to the Board pursuant to Section 2.1(b) or Section 2.1(c), the Sellers or the Sponsor, as applicable, shall take all Necessary Action to cause the appropriate number of Seller Directors or Sponsor Directors, as applicable, to offer to tender their resignation at least 60 days prior to the expected date of PubCo’s next annual meeting of stockholders; provided that, for the avoidance of doubt, such resignation may be made effective as of the last day of the term of such director. Notwithstanding the foregoing, the Nominating and Corporate Governance Committee may, in its sole discretion, recommend for nomination a Seller Director or Sponsor Director that has tendered his or her resignation pursuant to this Section 2.1(d).

Sponsor Representation. For so long If and only if the Company sells Backstop Shares pursuant to the Backstop Subscription Agreement with an aggregate purchase price of at least $15 million, then, following the Effective Time and until such time as the Sponsor and its Permitted TransfereesParties beneficially own, either individually or as in the aggregate, less than a group (as such term is construed in accordance with the Exchange Act), Beneficially Owns Class A number of shares of Common Stock in PubCo representing at least the percentage, shown below, equal to 25% of the Class A Common Stock held sum of (x) 6,875,000 and (y) the number of Backstop Shares purchased by the Sponsor immediately after Parties (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Common Stock prior to such time) (the Closing“Minimum Ownership Threshold”), PubCo the Company shall take all Necessary Action to include such that one (1) individual designated by the Sponsor (the “Sponsor Director”) is included in the slate of nominees recommended by the Board or duly constituted committee thereof for election as directors at each applicable annual or special of the Company at which the Sponsor Director’s term would expire, and shall use the level of efforts and provide the same level of support with respect to the election of the Sponsor Director at any such meeting of stockholders as is used and/or provided for the election of the other director nominees of the Company at which directors are such meeting. Notwithstanding anything to the contrary in this Agreement, the Certificate of Incorporation or the Bylaws, the nomination procedures in Section 2.4 of the Bylaws shall not apply to the Sponsor Director, who shall instead be elected that number of individuals designated by the Sponsor thatin a written notice delivered to the Company. The initial Sponsor Director is Xxxx Xxxxxxx, if electedand shall be added to the Board pursuant to, will result and in accordance with, Section 6.12(a)(I) of the Business Combination Agreement. The Sponsor shall only designate a person to be a Sponsor Director (i) who the Sponsor having believes in good faith has the number requisite skill and experience to serve as a director of directors a publicly-traded company and (ii) who is not prohibited from or disqualified from serving on as a director of the Company pursuant to any rule or regulation of the Commission, Nasdaq or applicable law and (iii) with respect to which no event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act has occurred. In the event that the Board that is shown below. Class A Common Stock Beneficially Owned by objects to the nomination for election of any Sponsor (and its Permitted Transferees) as a Percentage of the Class A Common Stock Held by the Sponsor on the Closing Date Number of Sponsor Directors 50% or greater 2 25% to less than 50% 1 Less than 25% 0 (d) Decrease in Directors. Upon any decrease in the number of directors that the Seller Representative or the Sponsor, as applicable, is entitled to designate for nomination Director to the Board pursuant to the terms of this Section 2.1(b) or Section 2.1(c)6, and such Sponsor Director in fact fails to meet the criteria set forth above, the Sellers Board shall nominate or the Sponsorappoint, as applicable, another individual designated by the Sponsor that meets the criteria set forth in this Section 6. The Company’s obligations pursuant to Section 6.1.1 shall take all Necessary Action be subject to cause the appropriate number Sponsor Director providing (i) any information that is reasonably required to be disclosed in any filing, report or disclosure under any rule or regulation of Seller Directors the Commission, Nasdaq or applicable law, (ii) any information that is reasonably required in connection with determining that the Sponsor DirectorsDirector is or would be an Independent Director, and (iii) if required by applicable law, such individual’s written consent to being named in a proxy statement as applicablea nominee and to serving as director if elected. Nothing in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a Sponsor Director, to offer to tender their resignation whether during or after such person’s service on the Board. If the Company does not sell Backstop Shares with an aggregate purchase price of at least 60 days prior to the expected date of PubCo’s next annual meeting of stockholders; provided that$15 million, for the avoidance of doubt, such resignation may be made effective as of the last day of the term of such director. Notwithstanding the foregoing, the Nominating and Corporate Governance Committee may, in its sole discretion, recommend for nomination a Seller Director or Sponsor Director that has tendered his or her resignation pursuant to this Section 2.1(d)6 shall have no force or effect.

Sponsor Representation. For so long as the Sponsor and its Permitted Transferees, either individually or as a group (as such term is construed in accordance with Transferees Beneficially Own Economic Interests representing the Exchange Act), Beneficially Owns Class A Common Stock in PubCo representing at least the percentage, shown below, percentage of the Class A Common Stock Economic Interests held by the Sponsor immediately after the ClosingClosing shown below, the PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board and/or the applicable committee for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected elected, subject to Section 2.6 below, that number of individuals designated by the Sponsor that, if elected, will result in the Sponsor having the number of directors serving on the Board that is shown in the column labeled “Number of Sponsor Directors” below; provided, that after the number of Sponsor Directors is reduced because the percentage of such Economic Interests Beneficially Owned is reduced, the Sponsor and their Permitted Transferees cannot subsequently increase the number of Sponsor Directors entitled to be designated as a result of their acquisition of Beneficial Ownership of additional Economic Interests in the PubCo. Class A Common Stock It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement, when calculating the Beneficial Ownership of Economic Interests of the Sponsor and its Permitted Transferees, such calculation shall be done on an as-converted, fully diluted basis. Economic Interests Beneficially Owned by the Sponsor (and its Permitted Transferees) as a Percentage of the Class A Common Stock Economic Interests Held by the Sponsor on Immediately after the Closing Date Number of Sponsor Directors 50% [•]% or greater 2 25% to [•]% or greater, but less than 50% [•]% 1 Less than 25% 0 (d) Decrease in Directors. Upon any decrease in the number of directors that the Seller Representative or the Sponsor, as applicable, is entitled to designate for nomination to the Board pursuant to Section 2.1(b) or Section 2.1(c), the Sellers or the Sponsor, as applicable, shall take all Necessary Action to cause the appropriate number of Seller Directors or Sponsor Directors, as applicable, to offer to tender their resignation at least 60 days prior to the expected date of PubCo’s next annual meeting of stockholders; provided that, for the avoidance of doubt, such resignation may be made effective as of the last day of the term of such director. Notwithstanding the foregoing, the Nominating and Corporate Governance Committee may, in its sole discretion, recommend for nomination a Seller Director or Sponsor Director that has tendered his or her resignation pursuant to this Section 2.1(d).[•]% 0