Common use of Special Board Provisions Clause in Contracts

Special Board Provisions. If the Shelf Registration Statement has not been declared effective by the Commission and the Shares have not been listed on a National Securities Exchange prior to November 30, 2020, then, on January 10, 2021, the number of directors of the Company shall automatically be increased by two additional directors, and the holders of a majority of the then outstanding Shares of Common Stock as of the date of such increase in the number of directors shall have the exclusive power to nominate up to two individuals to fill the vacancies created by such expansion, subject to compliance with commercially reasonable director suitability standards and any applicable state regulatory approval requirements and maintaining a board of directors composed of a majority of directors who are independent based on the independence standards of the New York Stock Exchange (such individuals, the “Nominees”). The Company shall cause the Nominees to be elected as directors of the Company by the Board as promptly as reasonably practicable following the delivery to the Company of such nomination, together with any information reasonably requested by the Board to establish the eligibility of such Nominees to be so nominated. For the avoidance of doubt, if any officer or director of the Company, or any of their respective Affiliates, the Sponsor or any Sponsor Designee, holds shares of Common Stock, any such person shall not be permitted to take any action to select the nominee pursuant to this Section 3, and no such share shall be treated as issued or outstanding for purposes of making any determination pursuant to this Section 3. This Section 3, and any provision of the charter or the Bylaws of the Company referencing this Section 3, shall not be amended, altered, or repealed, whether by the Board or the stockholders of the Company, without first obtaining the approval (by vote or written consent) of the holders of at least seventy-five percent (75%) of the issued and outstanding shares of Common Stock (other than shares of Common Stock held by any officer or director of the Company, or any of their respective Affiliates, the Sponsor or any Sponsor Designee) before the Conversion End Date.