Right to Appoint. The Employer acknowledges the right of the Union to appoint employees as representatives.
Right to Appoint. For as long as Tilden Park continues to Beneficially Own at least twenty percent (20%) of the Company’s outstanding Equity Securities, Tilden Park hereby has the right to appoint one non-voting observer (the “Observer”) to the Board of Directors of the Company (the “Board”), who shall be entitled to attend and participate in all meetings of the Board and any and all committees thereof (including executive sessions thereof). Pursuant to the foregoing, Tilden Park hereby appoints Dxxxx Xxxxxx as the initial Observer. In the event that such appointee (or any subsequent appointee pursuant to this Article II) shall for any reason cease to serve as the Observer, Tilden Park shall have the right to appoint a replacement thereof; provided, that in no event shall the Company or the Board have any right to remove the individual appointed by Tilden Park to serve as the Observer. Tilden Park shall have the right to designate a different person as the Observer at any time upon notice to the Company.
Right to Appoint. So long as the Holders hold in the aggregate at least five percent (5%) of the fully diluted shares of Common Stock of the Company then outstanding on a cumulative basis (excluding any options under all employee, consultant, officer or director incentive arrangements or plans now or hereafter in existence), Lenders (as defined in the Credit Agreement) shall have the right at any time to require the board of directors of the Company: (i) to appoint two independent board members (but in no event less than 28% of the number of directors authorized (including the requirement in (ii) below to expand the board) to serve on the board of directors of the Company) reasonably acceptable to the Requisite Lenders (as defined in the Credit Agreement); and (ii) to expand the board if needed to accommodate such appointment subject to any legal requirement that such appointees be elected by Company’s stockholders at the next regularly scheduled annual stockholders’ meeting. Company agrees to include such individuals in the state of nominees in the proxy statement for such meeting and all subsequent meetings involving the election of directors as long as the Administrative Agent (as defined in the Credit Agreement) so requires.
