Common use of Nomination Rights Clause in Contracts

Nomination Rights. To the extent permitted by applicable law and the rules of the Approved Exchange on which the Company’s equity securities are traded or listed, the Company agrees that, unless otherwise agreed to by the SLP Stockholders, the SLP Stockholders shall have the right to nominate at each meeting or action by written consent at which directors will be elected a number of individuals for election to the Board such that if such nominees are elected then the aggregate number of nominees of the SLP Stockholders serving on the Board will equal the product of the following (such individuals, the “SLP Director Nominees”): (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon; provided, however, that in the event the MD Stockholders and the SLP Stockholders in the aggregate beneficially own more than 70% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company, then the SLP Stockholders shall have the right to nominate such number of SLP Director Nominees equal to the product of (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon excluding any director serving on the audit committee of the Board; provided, further, that the SLP Stockholders may at any time and from time to time waive the foregoing proviso in whole, but not in part. Any product obtained pursuant to the calculations in the immediately foregoing sentence shall be rounded up to the nearest whole number of directors. Notwithstanding the foregoing, the SLP Stockholders (for so long as the SLP Stockholders collectively beneficially own at least 5% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company) shall have the right to nominate at least one individual for election to the Board. The Board at the Closing shall consist of Xxxxxxx X. Dell, Xxxxx X. Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx (the “Initial Directors”). Mr. Durban is the “SLP Director Nominee,” and none of the other Initial Directors is a SLP Director Nominee.

Nomination Rights. To Concurrently with the extent permitted by applicable law and Closing, the rules Board shall take such actions as are necessary to increase the size of the Approved Exchange on which Board by one (1) director and appoint a designee of the Investor reasonably acceptable to the Company (an “Investor Designee”) as a member of the Board, in each case, in accordance with the Company’s equity securities are traded or listedAmended and Restated Certificate of Incorporation, the Company agrees thatCompany’s Amended and Restated Bylaws and the General Corporation Law of the State of Delaware, unless otherwise agreed to by serve as a Class II director and with a term expiring at the SLP Stockholders2025 annual meeting of the Company’s stockholders and until his or her successor is duly elected and qualified. Thereafter, until the occurrence of the Fall-Away Event, at any annual meeting of the Company’s stockholders at which the term of an Investor Designee shall expire, the SLP Stockholders Investor shall have the right to nominate at each meeting or action by written consent at which directors will be elected a number of individuals for election to the Board such that if such nominees are elected then the aggregate number one (1) Investor Designee as a member of nominees of the SLP Stockholders serving on the Board will equal the product of the following (such individuals, the “SLP Director Nominees”): (x) the percentage of the total voting power for the regular election of directors of the Company beneficially owned by the SLP Stockholders and (y) the number of directors then on the Board and any vacancies thereon; providedthe Company agrees, howeverto the fullest extent permitted by applicable Law, that to include such Investor Designee in the event slate of nominees recommended by the MD Stockholders and the SLP Stockholders in the aggregate beneficially own more than 70% of the total voting power Board for the regular election of directors of all outstanding voting equity securities at such annual meeting of the Company, then the SLP Stockholders shall have the right ’s stockholders and to nominate and recommend such number of SLP Director Nominees equal Investor Designee to be elected as a director, and to solicit proxies or consents in favor thereof, and to support the Investor Designee in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. Notwithstanding anything herein to the product of (x) the percentage contrary, any employee of the total voting power for the regular election Investor with a title of directors senior vice president (or any title that is of a more senior designation) as of the date hereof shall be deemed reasonably acceptable to the Company beneficially owned by for purposes of this Section 6.1, and the SLP Stockholders and (y) the number of directors then on the Board and Company shall not unreasonably withhold, condition or delay approving any vacancies thereon excluding any director serving on the audit committee other employee of the Board; providedInvestor with a title of senior vice president (or any title that is of a more senior designation) following the date hereof for purposes of this Section 6.1. The Company acknowledges that, further, that as of the SLP Stockholders may at any time and from time to time waive the foregoing proviso in whole, but not in part. Any product obtained pursuant to the calculations in the immediately foregoing sentence shall be rounded up to the nearest whole number of directors. Notwithstanding the foregoingdate hereof, the SLP Stockholders (for so long Investor intends to designate Xxxx Xxxxx as the SLP Stockholders collectively beneficially own at least 5% of initial Investor Designee, and the total voting power Company deems Xxxx Xxxxx as a reasonably acceptable designee for purposes hereof should Investor so designate him as the regular election of directors of all outstanding voting equity securities of the Company) shall have the right to nominate at least one individual for election to the Board. The Board at the Closing shall consist of Xxxxxxx X. Dell, Xxxxx X. Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx (the “Initial Directors”). Mr. Durban is the “SLP Director Nominee,” and none of the other Initial Directors is a SLP Director Nomineeinitial Investor Designee.