Board Designation Rights. (a) Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Board Designation Termination Date (as defined below), the Purchaser has the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Purchaser Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, during the period commencing on the date of this Agreement and ending on the Golsen Holders Board Designation Termination Date (as defined below), the Golsen Holders have the option and right (but not the obligation) to designate nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board (each, a “Golsen Holders Designated Director” and, together with the Purchaser Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance with this Section 1. Each Designated Director shall, (i) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Company’s Common Stock is listed or admitted to trading, and (ii) not be an employee, manager or director of any Competitor (as defined below). In addition, one Purchaser Designated Director shall in the good faith, reasonable judgment of the Company satisfy the independence requirements of The New York Stock Exchange, Inc. (the “NYSE”) or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading. As a condition precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or its Nominating and Corporate Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “
Board Designation Rights. (a) So long as the EIG Purchaser, its Affiliates and FS Energy and Power fund (“FS Energy”) own (a) Preferred Units, (b) Common Units resulting from the conversion or redemption of the Preferred Units, (c) Warrants and/or (d) Common Units resulting from the exercise of the Warrants (such amounts in (a), (b), (c) and (d), collectively, the “Election Units”) that comprise in the aggregate, more than 5% of the then-Outstanding Common Units of the Partnership (assuming, for purposes of this calculation, that all Preferred Units are converted into Common Units at the conversion price specified in Section 5.12(b)(vi)(A) of the Partnership Agreement and all Warrants are exercised by net unit settlement based on the volume weighted average trading price (“VWAP”) of the Common Units for the entire fourth quarter of the prior fiscal year), EIG Management Company, LLC, in its capacity as EIG Purchaser Representative (the “EIG Purchaser Representative”), acting on behalf of the EIG Purchaser, shall have the right to designate, subject to the consent of ETE if the limited partners of the Partnership are not entitled to vote in the election of directors of the General Partner, such consent not to be unreasonably withheld (it being understood that, without limitation, it shall be unreasonable for ETE to withhold consent for the designation of any employee of the EIG Purchaser or its Affiliates), one person to serve on the board of directors of the General Partner (the “Board” and such person and any other person designated to serve on the Board by the EIG Purchaser Representative pursuant to this Agreement, an “EIG Director”) and the General Partner and ETE (or its successor(s) as member(s) of the General Partner) shall take all actions necessary or advisable to effect the foregoing. If the EIG Purchaser, its Affiliates and FS Energy’s ownership interest in the Partnership represented by the Election Units is at any time less than 5% of the then-outstanding Common Units, then the director designation right set forth in this clause (a) shall terminate and such EIG Director designated pursuant to this clause (a) shall immediately resign from the Board; provided, however, that at any time after the date of any such termination, if the EIG Purchaser, its Affiliates and FS Energy’s ownership interest in the Partnership represented by the Election Units increases to above 5% then the director designation right set forth in this clause (a) (including ETE’s consent right) shall ...
Board Designation Rights. The Stockholders, severally and not jointly, agree as follows:
Board Designation Rights. (a) During the period commencing upon the Closing and ending on the Board Rights Termination Date, the Breitburn Entities shall grant the Purchaser the option and right, exercisable by the Purchaser’s delivering a written notice signed by the Purchaser, to designate one person to serve as a Director on the Board (the “Purchaser Designated Director”); provided, however, that such Purchaser Designated Director shall, in the reasonable judgment of the General Partner, (i) have the requisite skill and experience to serve as a director of a public company, (ii) not be prohibited from serving as a Director pursuant to any rule or regulation of the Commission or any National Securities Exchange on which the Partnership’s Common Units are listed or admitted to trading, and (iii) not be an employee or director of any Competitor (as defined below); and provided, further, that as a condition precedent to service on the Board, the Purchaser Designated Director shall deliver to the Board his or her written resignation from the Board that the Board or its chairman may, in the Board’s or the chairman’s sole discretion, accept and make effective at any time on or after the Board Rights Termination Date. For purposes of this Agreement, the term “
Board Designation Rights. (a) In the event that the Board Observer becomes a member of the Board of Directors in accordance with Section 4(h) of the Certificate of Designations (any such member, a “Purchaser Designated Director”), the Board Observer shall cease to be a Board Observer under this Agreement, and any rights of the Purchaser with respect to the Board Observer under this Agreement shall cease to exist; provided, however, in the event that the director designation right in Section 4(h) of the Certificate of Designations shall cease to exist in accordance with the terms thereof, any such former director shall immediately and automatically be the Board Observer pursuant to Section 1(a), and the Purchaser shall have the rights with respect to the Board Observer as set forth in this Agreement; provided further, however, that the Purchaser shall cause any Purchaser Designated Director designated pursuant to Section 4(h) of the Certificate of Designations then serving as a member of the Board to resign as a member of the Board on the Board Rights Termination Date.
Board Designation Rights. The Board shall consist of one (1) Director who shall be appointed by the Parent Members; provided, that the Director shall at all timed be a U.S resident.
Board Designation Rights. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:
Board Designation Rights. In the event of a SPAC Transaction, Qualified Spinoff or IPO, so long as the Investor Member holds at least ten percent (10%) of the outstanding voting equity resulting from such transaction, (i) the Ryman Member and the Company shall cause the governing documents of such resulting entity (including in a stockholders agreement) to provide that the Ryman Member and the Investor Member shall have proportionate board designation rights with respect to such resulting entity based on their respective ownership in such entity after giving effect to such SPAC Transaction, Qualified Spinoff or IPO, and (ii) the Ryman Member, the Company and the Investor Member shall (x) negotiate in good faith the other governance rights (including approval rights over significant matters involving the resulting entity and its business) that would apply following such SPAC Transaction, Qualified Spinoff and Qualified IPO that are consistent with rights and entitlements that are afforded to substantial shareholders in similar transactions and that is otherwise reflective of their respective proportionate ownership in such entity at the time such transaction is consummated.
Board Designation Rights. (a) The Company shall, in connection with any designation of a person to serve as a Purchaser Designated Director during the Board Rights Period, as promptly as practicable, take all necessary or advisable actions to allow the Purchaser Designated Director to serve as a member of the Board, including, to the extent applicable, (i) including the Purchaser Designated Director in the Board’s slate of nominees to the shareholders of the Company for each election of directors, (ii) including the Purchaser Designated Director in any management information circular or proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the shareholders of the Company called with respect to the election of directors, and at every adjournment or postponement thereof, (iii) including the Purchaser Designated Director on every action or approval by written resolution of the shareholders of the Company or the Board with respect to the election of members of the Board and (iv) not nominating any candidate for the slate of nominees for each election of director in opposition to the election of the Purchaser Designated Director.
Board Designation Rights. (i) Following the Closing Date, (i) the Blackstone Group shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, (x) three (3) Directors, for so long as the Blackstone Group collectively beneficially owns, directly or indirectly, 25% or more of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors; (y) two (2) Directors, for so long as the Blackstone Group collectively beneficially owns, directly or indirectly, 15% or more, but less than 25%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors; and (z) one (1) Director, for so long as the Blackstone Group collectively beneficially owns, directly or indirectly, 7.5% or more, but less than 15%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors.
