Common use of Acquiror Board Clause in Contracts

Acquiror Board. (a) From and after the Effective Time, so long as the Love Family owns at least One Million (1,000,000) shares of Acquiror Common Stock, the Love Family, acting through a single representative identified to Acquiror, shall have the right to: (i) designate one (1) candidate for appointment to the board of directors of Acquiror (the “Love Family Board Representative”); and (ii) have one (1) representative attend all meetings of the board of directors of Acquiror in a non-voting observer capacity (the “Love Family Non-Voting Observer”) and, in such capacity, be entitled to receive copies of all notices, minutes, consents and other board of directors materials that it provides to all of its directors. If at any time the Love Family owns less than One Million (1,000,000) shares, but at least Seven Hundred Thousand (700,000) shares, of Acquiror Common Stock, the Love Family shall have only the right to designate a director for appointment to the board of directors but not the right to appoint a non-voting board observer. If at any time either (i) the Love Family owns less than Seven Hundred Thousand (700,000) shares of Acquiror Common Stock or (ii) the shares of Acquiror Common Stock held by the Love Family represent less than four percent (4%) of the total voting power of the outstanding stock of Acquiror entitled to vote generally in the election of directors, the Love Family shall cease to have any right to designate a director for appointment to the board of directors or appoint a non-voting board observer. (b) From and after the Effective Time, so long as the ▇▇▇▇▇▇▇▇▇ Family owns at least Seven Hundred Thousand (700,000) shares of Acquiror Common Stock, the ▇▇▇▇▇▇▇▇▇ Family, acting through a single representative identified to Acquiror, shall have the right to designate one (1) candidate for appointment to the board of directors of Acquiror (the “▇▇▇▇▇▇▇▇▇ Family Board Representative”). If at any time the ▇▇▇▇▇▇▇▇▇ Family owns less than Seven Hundred Thousand (700,000) shares of Acquiror Common Stock, the ▇▇▇▇▇▇▇▇▇ Family shall cease to have any right to designate a director for appointment to the board of directors of Acquiror. (c) Acquiror shall take all appropriate action to effect the rights of the Love Family and the ▇▇▇▇▇▇▇▇▇ Family pursuant to this Section 7.8, and as of the Effective Time and subject to and in accordance with the Acquiror’s Organizational Documents, the number of directors constituting the board of directors of Acquiror shall be increased by two (2) members and the Love Family Board Representative and the ▇▇▇▇▇▇▇▇▇ Family Board Representative shall be appointed as directors of Acquiror to fill the vacancies created by such increase and the board of directors of Acquiror shall adopt a resolution granting non-voting board observer rights to the Love Family Non-Voting Observer. The Love Family and the ▇▇▇▇▇▇▇▇▇ Family shall notify Acquiror of their initial representatives at least thirty (30) days prior to the expected Closing Date; provided, however, unless the ▇▇▇▇▇▇▇▇▇ Family notifies Acquiror otherwise in writing, the initial ▇▇▇▇▇▇▇▇▇ Family Board Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Notwithstanding anything to the contrary contained in this Section 7.8, no person who has reached the age of Seventy-Eight (78) shall be appointed as a director of Acquiror and any director in office appointed pursuant to this Section 7.8 who reaches the age of Seventy-Eight (78) shall thereupon retire as a member of Acquiror’s board, to be replaced by another director nominated in accordance with this Section 7.8. (d) For purposes of this Section 7.8 and for all calculations of the number of shares of Acquiror Common Stock owned by the Love Family and ▇▇▇▇▇▇▇▇▇ Family, such numbers shall be adjusted for stock splits and similar transactions. Notwithstanding anything contained herein to the contrary, if any Person other than ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ has been designated by the Love Family or the ▇▇▇▇▇▇▇▇▇ Family, respectively, to serve as a director of Acquiror, and either ▇▇. ▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇▇▇▇ or any other designee is unwilling or unable to serve, then the Love Family or the ▇▇▇▇▇▇▇▇▇ Family, as the case may be, shall have the right to identify and designate a substitute to serve as a director of Acquiror, subject, however, to the approval of Acquiror, which approval shall not unreasonably be withheld.