Common use of Continuing Membership Clause in Contracts

Continuing Membership. The parties agree that, subject to Section 2.04(b), from and after the date hereof and until the earlier of (1) the date that is 18 months after the date hereof or (2) the date of that nominations for the Board are due for the 2019 annual meeting of stockholders of the REIT (or the IPO Entity, as the case may be) (the "Initial Period"): (a) the Board will continue to consist of eight Directors, including at least five Independent Directors, and (b) the Fund shall have the right to nominate the Fund Nominees or other individuals to replace as Directors any Fund Nominees who shall depart from the Board, while TRA shall have the right to nominate the TRA Nominees or other individuals to serve as Directors to replace any TRA Nominees who shall depart from the Board, provided that if any departing nominee is an Independent Director, the individual nominated as a replacement Director under the provisions of this Agreement shall also qualify as an Independent Director as determined in good faith by the remaining Independent Directors of the Board, and provided further that the Fund and/or TRA, as applicable, provides Notice to the REIT, TRA and the Fund of any such replacement no later than 90 days after a vacancy created by the departure of their nominee has occurred, or if any nomination is proposed in connection with an annual meeting of stockholders, Notice of such nomination is provided in advance of the date that is identified by the Board as the deadline for "management's slate" of Directors to be presented to stockholders of the REIT (or the IPO Entity, as the case may be) at such annual meeting.