Apollo Directors definition
Examples of Apollo Directors in a sentence
The Apollo Directors initially shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
The Corporation acknowledges and agrees that any Apollo Directors who are partners, members, employees, or consultants of any Apollo Entity may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable Apollo Entity (collectively, the “Apollo Indemnitors”).
Upon the written request of the Apollo Majority seeking to remove and/or replace an Apollo Director nominated pursuant to Section 2(a), or designated pursuant to Section 2(c), the Corporation shall use commercially reasonable efforts to cooperate with such request, including to promptly call a special meeting of the stockholders of the Corporation; provided, however, that the Corporation shall not be required to call more than a total of two special meetings with respect to the removal of Apollo Directors.
For so long as Apollo and its Affiliates Beneficially Own at least 2,356,799 (but less than 3,535,199) shares of Common Stock (before giving effect to any stock dividends, stock splits or reverse stock splits), the Company will (i) cause the Board of Directors to consist of no more than twelve (12) directors and (ii) nominate and use its best efforts to elect and to cause two Apollo Directors to remain as Disinterested Directors on the Board of Directors.
In such event, the number of Apollo Directors that Apollo Shareholder may designate will increase to three, at least one of which must an Independent Director, and the number of Highbridge Directors that Highbridge Shareholder may designate will increase to three, at least one of which must an Independent Director.
In the event the size of the Board is increased or decreased at any time to other than eleven (11) directors, the Apollo Stockholders’ collective nomination rights under this Section 2(a) shall be proportionately increased or decreased, respectively, so that the Board is composed of a number of Apollo Directors that most closely equals the percentage of the Board originally composed of the Apollo Directors pursuant to the foregoing clauses (i) through (iv), rounded up to the nearest whole number.
The Apollo Directors initially shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
The initial Apollo Directors shall be mutually acceptable to the Corporation (such approval not to be unreasonably withheld, delayed or conditioned) and any replacement Apollo Directors shall be approved by a majority of the non-Apollo Directors of the Board (such approval not to be unreasonably withheld, delayed or conditioned), provided that the Corporation agrees that ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ are acceptable individuals to serve as Apollo Directors.
The Board may designate one (1) or more committees in accordance with the Bylaws, and the majority of the members of each committee created by the Board shall be Apollo Directors.
If at any time the Ownership Percentage of Apollo is less than five percent (5%), (i) there shall be no Apollo Directors, and one director seat shall be elected by either Majority Stockholder Approval or by a majority of the remaining Directors and (ii) five (5) Selection Committee Directors shall be elected to the Board.