Common use of Representation on Board of Directors Clause in Contracts

Representation on Board of Directors. Each of Alignvest and Sagicor shall take all necessary actions such that at the Effective Time the Alignvest Board shall be comprised of the following directors: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ (as nominees of Sagicor), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (as nominees of Alignvest II LP and the parties to the K and H Subscription Agreements). If any such person is unable to serve for any reason the nominating party shall have the right to nominate a replacement”. (d) Section 7.01(d) of the Arrangement Agreement is amended by adding at the end thereof “(or, if applicable pursuant to TSX procedures, within five (5) Business Days following the Effective Time).”. (e) Section 8.02(b)(i) of the Arrangement Agreement, as amended pursuant to the First Amendment, is deleted in its entirety and replaced with the following: (i) the Effective Time shall not have occurred on or before November 30, 2019 (the “Outside Date”); provided that, if on the Outside Date any of the conditions set forth in Section 7.01(d), Section 7.01(f), Section 7.01(g), Section 7.01(h), Section 7.01(i) or Section 7.01(j) (to the extent relating to the matters set forth in Section 7.01(f), Section 7.01(g), Section 7.01(h) or Section 7.01(i)) shall not have been satisfied but all other conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Effective Time, but provided that such conditions shall then be capable of being satisfied if the Effective Time were to occur on the Outside Date), then the Outside Date may be extended by either Party by delivery of written notice to the other Party to December 31, 2019 and such date shall become the Outside Date for purposes of this Agreement; and provided, further that, the right to terminate this Agreement pursuant to this Section 8.02(b)(i) shall not be available to any Party if the failure of the Effective Time to occur on or before the Outside Date is caused by a failure of such Party to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time and such action or failure to perform constitutes a breach in any material respect of this Agreement; or”.

Representation on Board of Directors. Each of Alignvest and Sagicor shall take all necessary actions such that at the Effective Time the Alignvest Board shall be comprised of the following directors: ▇D▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇S▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇P▇▇▇▇ ▇▇▇▇▇▇, ▇S▇▇▇▇▇▇ ▇▇▇▇▇, ▇M▇▇▇▇▇ ▇▇▇▇ and ▇J▇▇▇ ▇▇▇▇▇▇▇ (as nominees of Sagicor), and ▇M▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇T▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇R▇▇▇ ▇▇▇▇▇▇, ▇R▇▇ ▇▇▇▇▇▇▇▇ and ▇A▇▇▇▇ ▇▇▇▇▇▇▇▇ (as nominees of Alignvest II LP and the parties to the K and H Subscription Agreements). If any such person is unable to serve for any reason the nominating party shall have the right to nominate a replacement”. (d) Section 7.01(d) of the Arrangement Agreement is amended by adding at the end thereof “(or, if applicable pursuant to TSX procedures, within five (5) Business Days following the Effective Time).”. (e) Section 8.02(b)(i) of the Arrangement Agreement, as amended pursuant to the First Amendment, is deleted in its entirety and replaced with the following: (i) the Effective Time shall not have occurred on or before November 30, 2019 (the “Outside Date”); provided that, if on the Outside Date any of the conditions set forth in Section 7.01(d), Section 7.01(f), Section 7.01(g), Section 7.01(h), Section 7.01(i) or Section 7.01(j) (to the extent relating to the matters set forth in Section 7.01(f), Section 7.01(g), Section 7.01(h) or Section 7.01(i)) shall not have been satisfied but all other conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Effective Time, but provided that such conditions shall then be capable of being satisfied if the Effective Time were to occur on the Outside Date), then the Outside Date may be extended by either Party by delivery of written notice to the other Party to December 31, 2019 and such date shall become the Outside Date for purposes of this Agreement; and provided, further that, the right to terminate this Agreement pursuant to this Section 8.02(b)(i) shall not be available to any Party if the failure of the Effective Time to occur on or before the Outside Date is caused by a failure of such Party to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time and such action or failure to perform constitutes a breach in any material respect of this Agreement; or”.