Common use of Director Qualifications Clause in Contracts

Director Qualifications. KRM Fund may nominate any person of sound mind and legal age to serve as director; provided, however, that such person (i) shall not be employed within or otherwise principally associated with Buyer or its subsidiaries and affiliates, (ii) shall be subject to the approval of the Stockholders which approval shall not be unreasonably withheld, (iii) shall qualify as an "independent" director under the applicable corporate governance requirement and standards imposed by the SOX Act, the SEC, and any exchange on which Buyer's securities are listed or quoted, or are expected to be listed or quoted, and (iv) shall qualify as a financial expert such that such director may, in the reasonable discretion of the Board, sit on the audit committee of Buyer. KRM Fund acknowledges that there is no assurance its nominee will receive any compensation from Buyer for serving as a member of the Board; provided, however, that the nominee will receive compensation commensurate with other non-executive directors serving on the Buyer's board of directors.