Common use of Management Representation Clause in Contracts

Management Representation. (a) Following the completion of the First Closing, subject to Section 6.2(b), so long as Buyer from time to time maintains the Initial Buyer Percentage, Buyer shall have the right to recommend the appointment of one senior, non-executive manager to Issuer. Following the completion of the Third Closing, subject to Section 6.2(b), so long as Buyer from time to time maintains the Step Three Buyer Percentage, Buyer shall have the right to recommend the appointment of a second senior manager to Issuer; provided, however, that for purposes of this Section 6.2, the Step Three Buyer Percentage shall be 19.9%. Issuer shall use all reasonable efforts to appoint Buyer recommended managers, and ensure that any such manager appointed shall, unless otherwise agreed by the parties, have equivalent rights and responsibilities as those of other senior managers of Issuer having the most senior title of an officer who is not included in the executive management of Issuer as executive management is listed in Issuer’s SEC filings. It is the understanding of the parties that such managers shall have the title of “Senior Vice President” and equivalent rights and responsibilities to those of other Senior Vice Presidents of Issuer, and that Buyer shall endeavor to recommend a qualified individual and shall consult with Issuer prior to making such recommendation final. (b) For purposes of Section 6.2(a), Buyer shall be deemed to have maintained the Initial Buyer Percentage or the Step Three Buyer Percentage, as applicable, if from time to time the Buyer Percentage is less than the Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may be, by less than 1%. Without limiting the generality of the foregoing, in no event shall Buyer be deemed to have failed to maintain the Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may be, if, with respect to any Dilutive Event that decreases the Buyer Percentage to below the Initial Buyer Percentage or the Step Three Buyer Percentage, Buyer has provided a written notice to Issuer of its desire to acquire Additional Shares in accordance with Section 2.4(b).