GGC Ownership Percentage means, as of any date of determination, the total number of shares of Common Stock Beneficially Owned by GGC and its Affiliates divided by the total number of shares of Common Stock outstanding.
Necessary Action means, with respect to any Party and a specified result, all actions (to the extent such actions are not prohibited by applicable law and within such Partys control, and in the case of any action that requires a vote or other action on the part of the Board to the extent such action is consistent with fiduciary duties that Companys directors may have in such capacity) necessary to cause such result, including (a) calling special meetings of stockholders, (b) voting or providing a written consent or proxy, if applicable in each case, with respect to Common Stock, (c) causing the adoption of stockholders resolutions and amendments to the Organizational Documents, (d) executing agreements and instruments, (e) making, or causing to be made, with governmental entities, all filings, registrations or similar actions that are required to achieve such result, and (f) nominating certain Persons for election to the Board in connection with the annual or special meeting of stockholders of Company.
Nominees means the CEO Nominee, the GGC Nominees, the Crescent Nominees and the Independent Nominees, collectively.
Person means an individual, a sole proprietorship, a corporation, a partnership, limited liability company, a limited partnership, a joint venture, an association, a trust, or any other entity or organization, including a government or a political subdivision, agency or instrumentality thereof.
Total Number of Directors means the total number of Directors comprising the Board.
(f) No Nominee nominated in accordance with this Agreement shall be required to resign prior to the end of the then current term for such Nominee regardless of whether the Person(s) nominating such Nominee are entitled to nominate a Nominee at the next election of Directors (including, without limitation, in the case of GGC Nominees because of a reduction in the number of shares of Common Stock that GGC Beneficially Owns).
(g) In the event that any GGC Nominee shall cease to serve for any reason prior to the expiration of such GGC Nominees then current term, GGC shall be entitled to designate such persons successor in accordance with this Agreement (regardless of GGCs beneficial ownership in the Company at the time of such vacancy) and the Board shall promptly fill the vacancy with such successor nominee; it being understood that any such designee shall serve the remainder of the term of the director whom such designee replaces.
(h) Notwithstanding anything to the contrary, in the event that any Crescent Nominee shall cease to serve (or not commence to serve upon Closing) for any reason prior to the expiration of such Crescent Nominees initial term (as determined in accordance with Section 1(a)), Crescent shall be entitled to designate such Crescent Nominees successor (regardless of Crescents beneficial ownership in the Company at the time of such vacancy) and the Board shall promptly fill the vacancy with such successor nominee; it being understood that any such designee shall serve the remainder of the term of the Crescent Nominee whom such designee replaces.