Common use of Unaffiliated Director Clause in Contracts

Unaffiliated Director. Subject to the completion of commercially reasonable and timely due diligence by the Unaffiliated Directors which has been commenced prior to the date hereof, Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxx shall be the initial Designees for election to the Board of Directors. In the event that the Oaktree Parties Beneficially Own less than 35% but at least 25% of the Adjusted Outstanding Common Stock, the Oaktree Parties shall have the right to nominate two (2) Designees, a Class II Director and a Class III Director. In that case, the number of Designees on committees of the Board of Directors as set forth below shall be reduced by one. In the event that the Oaktree Parties Beneficially Own less than 25% but at least 15% of the Adjusted Outstanding Common Stock, the Oaktree Parties shall have the right to nominate one (1) Designee, a Class III Director. In that case, the Designee shall not be entitled to sit on any of the committees of the Board of Directors set forth below. In the event that the Oaktree Parties Beneficially Own less than 15% of the Adjusted Outstanding Common Stock, the Oaktree Parties shall have no contractual right to nominate any Designees (but nothing contained herein shall adversely affect their rights to make nominations as a stockholder at such time).

Appears in 4 contracts

Samples: Governance and Standstill Agreement, Governance and Standstill Agreement (Alliance Imaging Inc /De/), Governance and Standstill Agreement (OCM Principal Opportunities Fund IV, LP)

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