Common use of Director Designees Clause in Contracts

Director Designees. (a) Until the later of (i) December 31, 2025 and (ii) the earlier of (x) the date on which ▇▇. ▇▇▇▇▇▇▇ owns fewer than 7,188,031 shares of Common Stock (as equitably adjusted as a result of a stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like) and (y) the date on which ▇▇. ▇▇▇▇▇▇▇ no longer serves as the Executive Chair (the date contemplated by clauses (i) and (ii), the “Sunset Date”), New PubCo’s slate of individuals nominated for election to the Board shall include the WWE Designees designated in accordance with Section 1.1(b); provided, that the WWE Designees shall at all times include at least three (3) Independent Directors. For purpose of this Agreement, “Independent” shall have the meaning set forth in New PubCo’s by-laws. For purposes of this Section 1.1(a), ▇▇. ▇▇▇▇▇▇▇ shall be deemed to own (1) any shares of Common Stock held by any trust that is for the benefit of ▇▇. ▇▇▇▇▇▇▇ or the immediate family of ▇▇. ▇▇▇▇▇▇▇ and over which ▇▇. ▇▇▇▇▇▇▇ retains voting control, and (2) any shares of Common Stock owned by a partnership, limited liability company or other entity, the sole owners of which are ▇▇. ▇▇▇▇▇▇▇ or the immediate family of ▇▇. ▇▇▇▇▇▇▇ and in any case of which ▇▇. ▇▇▇▇▇▇▇ is the legal and beneficial owner of a majority of the outstanding voting securities or the managing member.