The Board of Directors 17. The Board of Directors, Appointment and Dismissal of Directors
17.1. The Board of Directors shall consist of up to five (5) directors, which will be appointed as follows:
17.1.1. For as long as L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold at least the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold, L C▇▇▇▇▇▇▇▇ shall have the right to appoint two (2) directors to the Board of Directors; provided, however, that in the event that L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold below the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold but collectively more than 30% of the L C▇▇▇▇▇▇▇▇ SPA Shares, L C▇▇▇▇▇▇▇▇ shall have the right to appoint one (1) director to the Board of Directors (each appointee of L C▇▇▇▇▇▇▇▇ shall be referred to as a “L C▇▇▇▇▇▇▇▇ Director” and collectively as the “L C▇▇▇▇▇▇▇▇ Directors”). The L C▇▇▇▇▇▇▇▇ Directors shall not be a legal or financial adviser of L C▇▇▇▇▇▇▇▇ or its Affiliates; provided, however, that, individuals employed by L C▇▇▇▇▇▇▇▇ or its Affiliates, including those in a legal or financing role, will not be restricted from serving as L C▇▇▇▇▇▇▇▇ Directors. The Company shall cause each of its Subsidiaries to maintain the same Board of Directors structure with the same representation of the Shareholders, to the extent permitted by applicable law of the jurisdiction in which such Subsidiary is formed.
17.1.2. O▇▇▇ ▇▇▇▇▇ and their Permitted Transferees, acting jointly, shall have the right to appoint three (3) directors to the Board of Directors, one of whom shall serve as the chairman of the Board of Directors (the “Chairman”). For so long as O▇▇▇ ▇▇▇▇▇▇▇▇ controls OS Investments, O▇▇▇ ▇▇▇▇▇ shall appoint O▇▇▇ ▇▇▇▇▇▇▇▇ as one of its directors and H▇▇▇▇▇▇▇ shall serve as Chairman.
17.2. A Shareholder that is entitled to appoint a Director to the Board of Directors shall be entitled to dismiss or replace such Director. Appointment, dismissal and replacement of a Director shall be effected by furnishing a Written notification to the Company, signed by the Shareholder entitled to effect such appointment, replacement or removal, and shall become effective on the date fixed in the notice or upon receipt of the notice by the Company, whichever is later.
17.3. All notices of meetings of the Board of Directors shall state the date, time and place of the meeting, and the nature of business proposed to be transacted thereat, and shall be given to all Directors in writing sent by electronic mail or by overnight courier. Notices of meeting of the Board of Directors shall be dispatched to all Directors not less than seven (7) days before the proposed date for such meeting, unless all the Directors agree In Writing to a shorter notice period. Notwithstanding the foregoing, in the event that the Chairman determines that there is an urgent material matter that requires action by the Board of Directors, a notice of the meeting of the Board of Directors may be dispatched to all Directors not less than twenty-four (24) hours before the Board of Directors meeting.
17.4. If a Director has appointed an Alternate Director (as defined below) for himself, notice shall be provided both to the Director and to the Alternate Director. Notice to a Director which is a corporation shall be delivered to the Corporate Representative.
17.5. The details of a Director, Alternate Director or Corporate Representative appearing in the Register of Directors which the Company maintains or which have been notified to the Company In Writing together with a request that these details be used for the purposes of delivery of notices, shall be the address and other details of the Director for the purposes of delivery of notices to him.
17.6. Any member of the Board of Directors may participate and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The attendance of any Director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting. Notwithstanding the nature of the business set forth on the applicable notice, the Directors may transact business at a Board of Directors meeting other than as set out in the applicable notice of meeting delivered to the Directors. The Board of Directors shall meet at least bi-annually and at such other times as determined by the Chairman or pursuant to applicable law and, to the extent possible, the Directors will consult with each other regarding the scheduling of Board of Directors meetings.
17.7. The quorum required to commence a meeting of the Board of Directors shall be a majority of the members of the Board of Directors then serving (provided that at least one of whom will be an L C▇▇▇▇▇▇▇▇ Director). If a quorum is not present at a meeting of the Board of Directors within thirty (30) minutes of the time set for such meeting, the meeting shall be adjourned and postponed to the same time three (3) days thereafter. If a quorum is not present at such reconvened meeting of the Board of Directors within thirty (30) minutes of the time set for such reconvened meeting, such reconvened meeting shall again be adjourned and postponed to the same time three (3) days thereafter. At any such second reconvened meeting (and only at such meeting), a majority of the Directors then serving shall constitute quorum, irrespective of whether an L C▇▇▇▇▇▇▇▇ Director is represented at such second reconvened meeting.
17.8. Subject to the provisions of Article 22 (Protective Covenants) hereof: (a) the Board of Directors may take action upon a majority of the votes of the members of the Board of Directors present at a meeting of the Board of Directors at which quorum as provided in Article 18.7 is present, and (b) each member of the Board of Directors shall have one (1) vote at all meetings of the Board of Directors attended by him or her; provided, however, that (x) O▇▇▇ ▇▇▇▇▇▇▇▇, for the period he is a Director, shall have such number of additional votes (in addition to his own vote) that equals to the number of the Directors that O▇▇▇ ▇▇▇▇▇ is entitled to appoint, but has failed to so appoint at that time (and/or that O▇▇▇ ▇▇▇▇▇ has appointed, but who failed to attend the relevant meeting) and (y) to the extent L C▇▇▇▇▇▇▇▇ is entitled to appoint two Directors pursuant to Section18.1.1, any L C▇▇▇▇▇▇▇▇ director who is appointed shall be entitled to an additional vote in the event the second L C▇▇▇▇▇▇▇▇ Director has not been appointed (or that has been appointed, but failed to attend the relevant meeting).
17.9. The Company shall reimburse the Directors for their respective reasonable out-of-pocket expenses incurred in attending Board of Directors meetings or meetings of Board of Directors committees, promptly upon presentation of receipts. Subject to the foregoing, Directors shall not be entitled to any per-diem or other remuneration in connection with their service on the Board of Directors.
17.10. Subject to the provisions of any law, a Director who has ceased to serve as Director is eligible to be re-appointed.
17.11. Subject to the provisions of any law, the office of a Director shall be vacated (including the office of an Alternate Director and a Corporate Representative) automatically in each of the following events:
(a) upon his death;
(b) if he is declared to be legally incompetent;
(c) if he is declared bankrupt, or if the Director is a corporation, if a liquidator, receiver, special manager or trustee (in each case temporary or permanent) is appointed for the corporation or its assets within the context of a creditors scheme of arrangement or an order of stay of proceedings;
(d) if he resigns from office by written notice to the Company, the Chairman or the Board of Directors, in which case the office of the Director shall be vacated on the date of service of notice or at such later date specified in the notice;
(e) if his term of office has terminated in accordance with the provisions of these Articles;
(f) if the Director is convicted in a final judgment of an offence of a nature which disqualifies a person from serving as a company director; or
(g) if a court of competent jurisdiction decides to terminate his office in a decision or judgment for which no stay of enforcement granted.
The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement.
(b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act.
(c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.