Common use of Decrease in Directors Clause in Contracts

Decrease in Directors. Upon any decrease in the number of directors that the Seller Representative is or the Sponsors are, as applicable, entitled to designate for nomination to the Board pursuant to Section 2.1(a), the Sellers, the Other Holders or the Sponsors, as applicable, shall take all Necessary Action to cause the appropriate number of Seller Directors, the Joint Director 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 the Joint Director, the Seller Director or Sponsor Director that has tendered his or her resignation pursuant to this Section 2.1(d).

Decrease in Directors. Upon any decrease in the number of directors that the Seller Representative is or the Sponsors areSponsor, as applicable, is entitled to designate for nomination to the Board pursuant to Section 2.1(a2.1(b) or Section 2.1(c), the Sellers, the Other H&F Holders or the SponsorsSponsor, as applicable, shall take all Necessary Action to cause the appropriate number of Seller Directors, the Joint Director 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 stockholdersstockholders for which PubCo has not proposed a slate of directors; provided 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 the Joint Director, the a Seller Director or Sponsor Director that has tendered his or her resignation pursuant to this Section 2.1(d2.1(e).

Decrease in Directors. Upon any decrease in the number of directors that the Seller Representative is Sponsor, IWM or the Sponsors areBinance, as applicable, is entitled to designate for nomination to the Board pursuant to Section 2.1(a2.1(b), the SellersSection 2.1(c) or Section 2.1(e), as applicable, the Other Holders or the SponsorsPrincipal Parties, as applicable, shall take all Necessary Action to cause the appropriate number of Seller DirectorsSponsor Director, the Joint Director IWM Directors or Sponsor DirectorsBinance Director, as applicable, to offer to tender their resignation at least 60 days prior to the expected date of PubCo’s next annual meeting of stockholdersshareholders; provided 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 the Joint Director, the Seller Director or Sponsor Director director that has tendered his or her resignation pursuant to this Section 2.1(d2.1(h).