(n) Notwithstanding anything herein to the contrary, from and after the Effective Time and at any time prior to a Termination Event, the Shareholders shall not knowingly take or agree to take, directly or indirectly, any action to frustrate, obstruct or otherwise prevent, the Company from performing its obligations to nominate the Nominees under Section 1(c).
Section 2. Actions Requiring Special Approval. Without the prior approval of the LD Topco Holders holding a majority of the LD Topco Shares, from and after the Effective Time and at any time prior to a Termination Event, the Company shall not take or omit to take, as applicable, or agree to take or omit to take, as applicable, directly or indirectly, any action to increase or decrease the size of the Board or to make a change to the classes on which the Directors serve.
Section 3. Definitions.
Affiliate means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise.
Agreement has the meaning set forth in the preamble.
Annual Meeting means any meeting of the stockholders of the Company held for the purpose of electing the Directors of the Company.
Approved Stock Exchange means the Nasdaq, the New York Stock Exchange or any other national securities exchange on which any of the Common Stock of the Company is listed.
Beneficially Own has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act of 1934, as amended.
Board has the meaning set forth in the recitals.
Board Observer has the meaning set forth in Section 1(k).
Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized or required by Law to close.
Common Stock means the issued and outstanding Class A common stock of the Company, par value $0.0001 per share.
Company has the meaning set forth in the preamble.
Director means a member of the Board until such individuals death, disability, disqualification, resignation or removal.
Effective Time has the meaning set forth in the preamble.
LD Topco Director means an individual elected to the Board that has been nominated by the LD Topco Holders pursuant to this Agreement.
LD Topco Holders has the meaning set forth in the preamble.