Sponsor Designees Clause Samples
The 'Sponsor Designees' clause defines the individuals or entities that the sponsor has the authority to appoint or designate for specific roles, rights, or responsibilities under the agreement. Typically, this clause outlines how the sponsor may select designees, the scope of their authority, and any limitations or requirements for such appointments. For example, a sponsor might designate representatives to attend meetings, exercise voting rights, or receive certain information. The core function of this clause is to provide flexibility and clarity regarding who may act on the sponsor's behalf, ensuring that the sponsor can effectively fulfill its obligations and exercise its rights through appointed parties.
Sponsor Designees. (i) Following the closing of the IPO, Pine Brook shall have the right, but not the obligation, to nominate to the Board one (1) director, in the event that Pine Brook Beneficially Owns 7.5% or more of the outstanding shares of Common Stock. If Pine Brook Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPO, the initial Pine Brook Director shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.
(ii) Following the closing of the IPO, Warburg Pincus shall have the right, but not the obligation, to nominate to the Board a number of designees equal to: (i) two (2) directors, so long as Warburg Pincus Beneficially Owns 15% or more of the outstanding shares of Common Stock; and (ii) one (1) director, in the event that Warburg Pincus Beneficially Owns 7.5% or more, but less than 15%, of the outstanding shares of Common Stock. If Warburg Pincus Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPO, the initial Warburg Directors shall be ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇.
(iii) Following the closing of the IPO, Yorktown shall have the right, but not the obligation, to nominate to the Board one (1) director, in the event that Yorktown Beneficially Owns 7.5% or more of the outstanding shares of Common Stock. If Yorktown Beneficially Owns less than 7.5% of the outstanding shares of Common Stock, it shall not be entitled to designate any nominee to the Board. At the closing of the IPO, the initial Yorktown Director shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If the authorized size of the Board is increased or decreased at any time to constitute other than nine (9) directors, then each Sponsor’s nomination rights under this Section 2.1(c) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number; provided that such adjustment shall not reduce the number of directors a Sponsor is entitled to nominate to fewer than the number set forth in the subclause (i) (ii) or (iii) of this Section 2.1(c), as applicable, as long as such Sponsor maintains the required Beneficial Ownership set forth therein. For the avoidance of doubt, the rights granted to the Sponsors to designate directors to the Board are additive to, and not intended to limit in any way, the rights that the Sponsors or their respective Affiliates may have to nominate, elect or remove directors under the Compa...
Sponsor Designees. (a) Each Sponsor shall have the right, but not the obligation, to nominate to the Board (such nominees, the “Sponsor Designees”) (subject to their election by the stockholders of the Company) that number of individuals that, if elected, will result in such Sponsor having the number of directors serving on the Board that is shown below:
(i) five directors, so long as such Sponsor and its Permitted Transferees hold 40% or more of the then outstanding shares of Common Stock,
(ii) three directors, so long as such Sponsor and its Permitted Transferees hold 30% or more of the then outstanding shares of Common Stock,
(iii) two directors, so long as such Sponsor and its Permitted Transferees hold 15% or more of the then outstanding shares of Common Stock, and
(iv) one director, so long as such Sponsor and its Permitted Transferees hold 5% or more of the then outstanding shares of Common Stock.
(b) If any Sponsor has nominated fewer than the total number of Sponsor Designees such Sponsor is entitled to nominate pursuant to this Section 3.02, such Sponsor shall have the right, at any time, to nominate such additional number of Sponsor Designees to which it is entitled, in which case the other parties to this Agreement and the directors of the Company shall take all necessary action, as requested by such Sponsor, to (x) increase the size of the Board as required to enable such Sponsor to so nominate such additional Sponsor Designees and (y) designate such additional Sponsor Designees nominated by such Sponsor to fill such newly created vacancy or vacancies, as applicable.
Sponsor Designees. Any Sponsor Designee that is to participate in the Backstop Closing shall be (a) required to execute a joinder agreement to this Agreement in form and substance reasonably acceptable to Sponsor, SPAC and Pubco, pursuant to which, such Sponsor Designee will (i) agree to be bound by and observe all of the terms and conditions binding on Sponsor Designees, (ii) make the representations and warranties set forth in Section 3.3 solely as to itself, and (iii) agree to be bound by and comply with the terms and conditions applicable to the Sponsor set forth in Section 2 (Closing), Section 4 (Termination), Section 5 (Trust Account Waiver), Section 6 (Miscellaneous) and Section 7 (Independent Obligations), and (b) with regard to any Sponsor Designee that is not an Affiliate of Sponsor, subject to the prior written consent of Pubco (not to be unreasonably withheld, conditioned or delayed). [Signature Page Follows]
Sponsor Designees. 1
(i) Subject to Section 3(b)(ii), the Sponsor Holders, by a majority of shares held by them, shall have the right to nominate, and the Board and the LGM Holders will appoint and vote for, [two] ([2]) members of the Board (the “Sponsor Designees” and each an “Sponsor Designee”), [two] ([2]) of which are initially designated as set forth on Exhibit 3 hereto and all of which shall thereafter be designated by the Sponsor Holders by a majority of shares held by them.
(ii) In the event the Sponsor Holders cease collectively, as of any date after the Closing Date, to own voting stock of the Company bearing at least: (A) [fifteen] percent ([15]%) of the aggregate outstanding voting power of the Company, the Sponsor Holders shall only be entitled to nominate [one] ([1]) member of the Board as of the date Sponsor Holders cease to hold the aforementioned requisite securities of the Company; and (B) [five] percent ([5]%) of the aggregate outstanding voting power of the Company, the Sponsor Holders shall no longer be entitled to nominate any members of the Board as of the date the Sponsor Holders cease to hold the aforementioned requisite securities of the Company. 1 NTD: Various thresholds and board delegation rights are to be adjusted based on compliance with NYSE’s voting rights policy, to the extent applicable.
Sponsor Designees. Following the closing of the IPO, subject to Section 2.1(d), L&E shall have the right, but not the obligation, to designate for nomination to the Board the following number of directors:
(i) three (3) directors for so long as the Sponsor Beneficially Owns at least 30% of the outstanding Common Shares;
(ii) two (2) directors for so long as the Sponsor Beneficially Owns less than 30% but at least 20% of the outstanding Common Shares; and
(iii) one (1) director, for so long as the Sponsor Beneficially Owns less than 20%, but at least 10%, of the outstanding Common Shares. For purposes of this Section 2.1(c), the Sponsor will be deemed to Beneficially Own outstanding Common Shares owned, directly or indirectly, by (i) the Sponsor and (ii) any direct or indirect member or partner of the Sponsor to whom the Sponsor distributes Common Shares (each, a “Distributee”), without double counting any Common Shares owned by Affiliates. For the avoidance of doubt, the Sponsor shall not be deemed to Beneficially Own Common Shares that are transferred other than pursuant to the preceding sentence. If the authorized size of the Board is increased or decreased at any time to constitute other than seven directors, then L&E’s designation rights under this Section 2.1(c) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number; provided that such adjustment shall not reduce the number of directors L&E is entitled to nominate to fewer than the number set forth in this Section 2.1(c), as long as the Sponsor maintains the required Beneficial Ownership set forth herein. For the avoidance of doubt, the rights granted to L&E to designate directors to the Board are additive to, and not intended to limit in any way, the rights that the Sponsor may have to nominate, elect or remove directors under the Company’s Certificate of Formation, LLCA or the Texas Business Organizations Code. The Company agrees, to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the designation and other rights set forth in this Section 2.1, and not to take any action that would be reasonably expected to result in any of such rights not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of shareholders called for the purpose of electing directors; (B) nominating and recommending each such individual to b...
Sponsor Designees. (i) Following the closing of the IPO, Carlyle shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) three (3) directors, so long as Carlyle Beneficially Owns 30% or more of the outstanding shares of Common Stock; (ii) two (2) directors, in the event that Carlyle Beneficially Owns 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (iii) one (1) director, in the event that Carlyle Beneficially Owns 10% or more, but less than 20%, of the outstanding shares of Common Stock. If Carlyle Beneficially Owns less than 10% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee.
(ii) Following the closing of the IPO, ▇▇▇▇▇ ▇▇▇▇▇ shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least one (1) director, in the event that ▇▇▇▇▇ ▇▇▇▇▇ Beneficially Owns 10% or more of the outstanding shares of Common Stock. If ▇▇▇▇▇ ▇▇▇▇▇ Beneficially Owns less than 10% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee.
(iii) Following the closing of the IPO, First Reserve shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least one (1) director, in the event that First Reserve Beneficially Owns 10% or more of the outstanding shares of Common Stock. If First Reserve Beneficially Owns less than 10% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee.
(iv) Following the closing of the IPO, Stellex Capital shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least one (1) director, in the event that Stellex Capital Beneficially Owns 10% or more of the outstanding shares of Common Stock. If Stellex Capital Beneficially Owns less than 10% of the outstanding shares of Common Stock, it shall not be entitled to designate a nominee. In the event the size of the Board is increased or decreased at any time other than nine (9) directors, a Sponsor’s nomination rights under this Section 2.1(b) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number. For the avoidance of doubt, the rights granted to the Sponsors to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Sponsors or its Affiliates may have to nominate, elect or remove directors under th...