Common use of Replacement Directors Clause in Contracts

Replacement Directors. If the then current Cedarwalk Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or is otherwise not serving as a director prior to termination of this Agreement, and at such time (A) the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement director, subject to the approval of the Board of Directors of Waldencast (such approval not to be unreasonably withheld, conditioned or delayed) (any such replacement director shall be referred to as the “Replacement Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk Director.

Replacement Directors. If In the then current Cedarwalk Director event that Xx. Xxxxx (or his replacement appointed pursuant to this Paragraph 2) is unable or unwilling to serve as a director, resigns as a director, is removed as a director of the Company (other than on account of failure to be elected or is otherwise not serving as a director reelected) prior to termination the date that is thirty (30) days prior to the deadline for the submission of this Agreement, and at such time (A) shareholder nominations for directors for the Permitted Holders’ aggregate beneficial ownership 2018 Annual Meeting of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under Shareholders pursuant to the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement directorBylaws, subject to the approval last sentence of this Paragraph 2 and subject to the Company having received a certification from the Pulte Parties that at the time of such selection the Pulte Parties beneficially own 3.0% or more of the Board of Directors of Waldencast Company common shares, the Company agrees that the Pulte Parties may select a replacement candidate (such approval not to be unreasonably withheld, conditioned or delayeda) (any such replacement director shall be referred to who qualifies as “independent” under the “Replacement Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”) and the applicable terms of the Company’s Corporate Governance Guidelines, Waldencast and whose service as a director of the Company complies with applicable requirements of the Xxxxxxx Antitrust Act of 1914, as amended, and other applicable competition laws and regulations, and (b) who is acceptable to the Nominating and Governance Committee of the Board as a replacement candidate (it being understood that the Nominating and Governance Committee of the Board cannot unreasonably withhold its consent to such a replacement candidate). Subject to Paragraph 4 and such replacement candidate’s completion of customary director onboarding documentation and the last sentence of this Paragraph 2, the Company shall take all necessary action appoint any such replacement candidate who meets the foregoing criteria to nominate or cause the Board to appointreplace Xx. Xxxxx, with such replacement candidate to serve as applicable, the Replacement Director to the Board a director and to any applicable committee of the Board of which the Cedarwalk Director was as a member of immediately those Board committees on which the Board determines such replacement candidate should serve, in each case, during the unexpired term, if any, of Xx. Xxxxx. The Pulte Parties’ right to select a qualified replacement candidate, and the Company’s obligation to appoint such candidate to the Board, shall terminate prior to the Expiration Date at such director’s resignation or removal; provided that such Replacement Director is qualified time as the Pulte Parties’ aggregate beneficial ownership decreases to serve on any such committee less than 3.0% of the Board. The terms and conditions applicable to Company common shares (excluding from such calculations any common shares issued by the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were Company after the Cedarwalk Directordate hereof).