Common use of Decrease in Directors Clause in Contracts

Decrease in Directors. Upon any decrease in the number of Directors that the Getty Family Nominator or the ▇▇▇▇ Stockholders, as applicable, are entitled to designate for nomination to the Company Board pursuant to Section 3.3(a) or Section 3.3(b), the Getty Family Stockholders or the ▇▇▇▇ Stockholders, as applicable, shall take all Necessary Action to cause the appropriate number of Getty Family Directors or ▇▇▇▇ Directors, as applicable, to offer to tender their resignation promptly, and no later than, sixty (60) days prior to the expected date of the Company’s next annual meeting of stockholders. For the avoidance of doubt, following such decrease in the number of Directors that the Getty Family Nominator or the ▇▇▇▇ Stockholders, as applicable, are entitled to designate for nomination to the Company Board pursuant to Section 3.3(a) or Section 3.3(b), as applicable, there will be no increase in the number of Directors that the Getty Family Nominator or the ▇▇▇▇ Stockholders, as applicable, may designate to the Company Board pursuant to Section 3.3(a) or Section 3.3(b), as applicable, notwithstanding any increase in the applicable ownership percentage that brings the Getty Family Stockholders or the Koch Stockholders, as applicable, to the ownership percentage set forth in Section 3.3(a) or Section 3.3(b), as applicable, that was required to designate for nomination such Director who has tendered (or will tender) its resignation as a result of such earlier decrease. Notwithstanding the foregoing, the Company Board may, in its sole discretion and with the express written consent of such individual, recommend for nomination a Getty Family Director or ▇▇▇▇ Director that has tendered his or her resignation pursuant to this Section 3.3(c).

Decrease in Directors. Upon any decrease in the number of Directors that the Getty Family Nominator or Nominator, the ▇K▇▇▇ StockholdersStockholders or the Sponsor Nominator, as applicable, are entitled to designate for nomination to the Company Board pursuant to Section 3.3(a), Section 3.3(b) or Section 3.3(b3.3(c), the Getty Family Stockholders, the K▇▇▇ Stockholders or the ▇▇▇▇ Sponsor Stockholders, as applicable, shall take all Necessary Action to cause the appropriate number of Getty Family Directors or ▇Directors, K▇▇▇ DirectorsDirectors or Sponsor Director, as applicable, to offer to tender their resignation promptly, and no later than, sixty (60) days prior to the expected date of the Company’s next annual meeting of stockholders. For the avoidance of doubt, following such decrease in the number of Directors that the Getty Family Nominator or Nominator, the ▇K▇▇▇ StockholdersStockholders or the Sponsor Nominator, as applicable, are entitled to designate for nomination to the Company Board pursuant to Section 3.3(a), Section 3.3(b) or Section 3.3(b3.3(c), as applicable, there will be no increase in the number of Directors that the Getty Family Nominator or Nominator, the ▇K▇▇▇ StockholdersStockholders or the Sponsor Nominator, as applicable, may designate to the Company Board pursuant to Section 3.3(a), Section 3.3(b) or Section 3.3(b3.3(c), as applicable, notwithstanding any increase in the applicable ownership percentage that brings the Getty Family Stockholders, the K▇▇▇ Stockholders or the Koch Sponsor Stockholders, as applicable, to the ownership percentage set forth in Section 3.3(a), Section 3.3(b) or Section 3.3(b3.3(c), as applicable, that was required to designate for nomination nominate such Director who has tendered (or will tender) its resignation as a result of such earlier decrease. Notwithstanding the foregoing, the Company Board may, in its sole discretion and with the express written consent of such individual, recommend for nomination a Getty Family Director or ▇Director, K▇▇▇ Director or Sponsor Director that has tendered his or her resignation pursuant to this Section 3.3(c3.3(d).