Common use of Advance Notice for Nomination of Directors Clause in Contracts

Advance Notice for Nomination of Directors. (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board, (ii) by or at the direction of any party to that certain Director Designation Agreement, dated as of [●] (the “Director Designation Agreement”), provided the Director Designation Agreement remains in effect and only to the extent permitted by, and subject to the limitations set forth in, Section [●] thereof, or (iii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2.

Advance Notice for Nomination of Directors. (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directorsdirectors or as contemplated by and pursuant to the terms of the Shareholders’ Agreement, dated as of [●], 2019, by and among the Corporation, Boxwood Merger Sponsor LLC, [Bernhard Capital Partners Management LP] and other parties thereto (as it may be amended and/or restated from time to time, the “Shareholders’ Agreement”). Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board, Board or a duly authorized committee thereof or (ii) by or at the direction of any party to that certain Director Designation Agreement, dated as of [●] (the “Director Designation Agreement”), provided the Director Designation Agreement remains in effect and only to the extent permitted by, and subject to the limitations set forth in, Section [●] thereof, or (iii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2.

Advance Notice for Nomination of Directors. (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made made: (i) by or at the direction of the Board, ; or (ii) by or at the direction of any party to that certain Director Designation Agreement, dated as of [●] (the “Director Designation Agreement”), provided the Director Designation Agreement remains in effect and only to the extent permitted by, and subject to the limitations set forth in, Section [●] thereof, or (iii) by any stockholder of the Corporation Corporation: (xA) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting meeting; and (yB) who complies with the notice procedures set forth in this Section 3.2. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations before an annual meeting of stockholders (other than matters properly brought under Rule 14a-8 under the Exchange Act).

Advance Notice for Nomination of Directors. (a) Only If and for so long as the Company is a public company, subject only to the Act and these Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directorsCompany. Nominations of persons for election to the Board board of directors at any annual meeting of stockholdersshareholders, or at any special meeting of stockholders shareholders called for the purpose of electing directors as set forth in the CorporationCompany’s notice of such special meeting, may be made (i) by or at the direction of the Boardboard of directors, including pursuant to a notice of meeting, (ii) by or at the direction or request of any party one or more shareholders pursuant to that certain Director Designation Agreement, dated as a proposal made in accordance with the provisions of [●] (the “Director Designation Agreement”), provided the Director Designation Agreement remains in effect and only to the extent permitted by, and subject to the limitations set forth in, Section [●] thereofAct, or a requisition of the shareholders made in accordance with the provisions of the Act or, (iii) by any stockholder shareholder of the Corporation Company (xa “Nominating Shareholder”) who is a stockholder who, at the close of record entitled to vote in the election of directors business on the date of the giving of the notice provided for below in this Section 3.2 Article 10.9 and on the record date for notice of such meeting, is entered in the determination securities register as a holder of stockholders entitled one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting, and (y) who complies with the notice procedures set forth in this Section 3.2.Article 10.9:

Advance Notice for Nomination of Directors. (a) Only If and for so long as the Company is a public company, subject only to the Act and these Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directorsCompany. Nominations of persons for election to the Board board of directors at any annual meeting of stockholdersshareholders, or at any special meeting of stockholders shareholders called for the purpose of electing directors as set forth in the Corporation’s Company's notice of such special meeting, may be made (i) by or at the direction of the Boardboard of directors, including pursuant to a notice of meeting, (ii) by or at the direction or request of any party one or more shareholders pursuant to that certain Director Designation Agreement, dated as a proposal made in accordance with the provisions of [●] (the “Director Designation Agreement”), provided the Director Designation Agreement remains in effect and only to the extent permitted by, and subject to the limitations set forth in, Section [●] thereofAct, or a requisition of the shareholders made in accordance with the provisions of the Act or, (iii) by any stockholder shareholder of the Corporation Company (xa “Nominating Shareholder”) who is a stockholder who, at the close of record entitled to vote in the election of directors business on the date of the giving of the notice provided for below in this Section 3.2 Article 10.9 and on the record date for notice of such meeting, is entered in the determination securities register as a holder of stockholders entitled one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting, and (y) who complies with the notice procedures set forth in this Section 3.2.Article 10.9:

Advance Notice for Nomination of Directors. (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meetingmeeting as determined by the Chairman of the Board or two-thirds of the Whole Board, in its sole discretion as provided for in Section 2.3, may be made (i) by or at the direction of the Board, Board or (ii) by or at the direction of any party to that certain Director Designation Agreement, dated as of [●] (the “Director Designation Agreement”), provided the Director Designation Agreement remains in effect and only to the extent permitted by, and subject to the limitations set forth in, Section [●] thereof, or (iii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2.