8.1 The maximum number of Directors shall be at any given time:
8.1.1 no more than [ ] Directors shall be AA Directors;
8.1.2 no more than [ ] Directors shall be AB Directors; and
8.1.3 no more than one Director shall be a B Director.
8.2 The holder or holders of a majority in nominal value of the Hold Co A Shares shall be entitled (subject to Articles [8.1] and [8.4]) to appoint any individual as a Director of the Company (an "AA Director") and to remove any such AA Director from office.
8.3 The holder or holders of a majority in nominal value of the Hold Co B Shares shall be entitled (subject to Articles [8.1] and [8.4]) to appoint any individual as a Director of the Company (an "AB Director") and to remove any such AB Director from office.
8.4 No person may be appointed as a Director pursuant to Article [9.1] or [9.2] above unless that person is (or will simultaneously become) a director of Hold Co.
8.5 The [AA Directors and the AB Directors] shall together be the "A Directors" of the Company.
8.6 Subject to Article [8.8 to 8.10] the B Shareholder shall be obliged to appoint any individual nominated by the Nominator as the B Director and to remove the B Director from office at the request of the Nominator.
8.7 Prior to the Nominator nominating any individual for appointment as the B Director, the Nominator shall give the A Shareholder and the B Shareholder not less than 14 days' notice of the identity of that individual together with such information relating to that individual as the A Shareholder or the B Shareholder may reasonably request; the Nominator shall have due regard to any representations made by the A Shareholder as to whether the individual meets the B Director Criteria or the criteria set out in the Agreed B Director Job Description.
8.8 The B Shareholder, after having due regard to any representations received from the A Shareholder and any information received from the Nominator, may resolve to refuse to appoint a candidate nominated by the Nominator if the B Shareholder, acting reasonably, considers that the candidate fails to meet the B Director Criteria or the criteria set out in the Agreed B Director Job Description.
8.9 The B Shareholder, after having due regard to any representations received from the Nominator and/or the A Shareholder, may remove a B Director
8.9.1 if, in the reasonable opinion of the B Shareholder, it would be in the best interests of the Company to do so; or
8.9.2 if, in the reasonable opinion of the B Shareholder, the B Director is acting in breach of the terms of the B Director's Letter of Appointment or the Agreed B Director Job Description.
8.10 If at any time pursuant to Articles [8.78.6 to 8.9 or 8.9.2] there is no B Director in office, the B Shareholder shall be obliged to appoint the chief executive (or any other senior officer/representative determined by the Nominator) of the Nominator as the B Director.
8.11 Every appointment or removal of a Director under this Article [8] shall be effected by notice in Writing deposited at the registered office of the Company signed by or on behalf of the holders of a majority in nominal value of the relevant class of Shares. The notice shall take effect immediately upon receipt of such notice at the registered office of the Company (or, if a later date is specified in the notice, with effect from that later date).
8.12 The post of Chairman of the Board must not be held by the B Director.
8.13 For the avoidance of doubt, no Director shall be required to retire by rotation.
8.14 Any variation to the Agreed B Director Job Description or to the Agreed B Director Letter of Appointment shall in either case be effective only if approved by the A Shareholder, the B Shareholder and the Nominator.
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4 These arrangements will be reflected in a letter issued by the Nominator to the Company.