Examples of THL Director in a sentence
As promptly as practicable, but in any event within five (5) days after delivery of written notice from the Company, THL or Apollo (as applicable), the parties hereto shall take or cause to be taken such corporate and stockholder actions as may be reasonably required to cause the election or removal of the THL Director or the Apollo Director, as applicable, proposed in such notice.
Such actions may include calling a meeting or soliciting a written consent of the Board, or calling a special or annual meeting of stockholders orsoliciting a written consent of the Stockholders of the Company, and the Stockholders hereby agree to vote or act by written consent to cause the proposed election or removal of such THL Director or Apollo Director, as applicable.
The initial directors of the Board shall be Lana Krauter, Lawrence Meyer, Michelle Handy and William Ross, of which Lana Krauter is the CEO of the Company at the time of entering into this Agreement, Lawrence Meyer is an independent director, Michelle Handy shall be designated as a THL Director and William Ross shall be designated as an Apollo Director.
Each such nomination or proposal for removal of (i) the THL Director shall only be made by THL and (ii) the Apollo Director shall only be made by Apollo by the delivery of a written notice to the Company.
The Board may designate one (1) or more committees in accordance with the Bylaws, and, subject to applicable law, for so long as each of THL, on the one hand, and Apollo, on the other hand, is entitled to appoint a director, each committee created by the Board shall consist of the THL Director and the Apollo Director.
If any THL Director or the Advent Director shall cease for any reason to serve as a director of the Company, the vacancy resulting thereby shall be filled by another Person selected by such director’s Designating Party if his or her Designating Party is then entitled to designate a THL Director or Advent Director, as the case may be.
The THL Director and TPG Director shall rotate their position on the Compensation Committee each year.
Subject to subsection (d) above and until such time as such Committees must be comprised entirely of Independent Directors in accordance with the listing standards of the New York Stock Exchange, the Compensation Committee of the Board shall include one of either the THL Director and the TPG Director.
The Company shall, and each holder of Company Shares shall use its best efforts to, cause the Board to maintain thefollowing committees: (i) an Executive Committee, to be chaired by a THL Director, if any, selected by the Majority THL Investors, and including a Bain Director and a Providence Director, if any, selected by the applicable Investor Group, and the CEO Director (ii) an Audit Committee, (iii) a Compensation Committee and (iv) if the Board determines in its discretion, a Governance Committee.
If any THL Director or Advent Director serving on any committee of the Board shall cease for any reason to serve as a member of any such committee, he or she shall be succeeded by another THL Director or Advent Director selected by his or her Designating Party, if his or her Designating Party is then entitled to designate a THL Director or Advent Director, as the case may be.