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This excerpt taken from the AYR DEF 14A filed Apr 3, 2009. Designation
and Election of Directors
The Shareholders Agreement requires that the Initial
Shareholders and their respective affiliates and permitted
transferees vote or cause to be voted all of our voting shares
beneficially owned by each and to take all other reasonably
necessary action so as to elect to our Board so long as the
Initial Shareholders beneficially own (i) more than 50% of
the voting power of the Company, four directors (or, if the
Board consists of eight directors, five directors) designated by
FIG Advisors LLC, an affiliate of Fortress, which we refer to as
FIG Advisors, or such other party designated by Fortress;
(ii) between 25% and 50% of the voting power of the
Company, three directors designated by FIG Advisors;
(iii) between 10% and 25% of the voting power of the
Company, two directors designated by FIG Advisors; and
(iv) between 5% and 10% of the voting power of the Company,
one director designated by FIG Advisors. The Initial
Shareholders also agree to vote their shares or otherwise take
all necessary action to cause (1) the removal, with or
without cause, of any director previously nominated by FIG
Advisors upon notice from FIG Advisors of its desire to remove
such a director and (2) in the event a designee of FIG
Advisors ceases to serve as a director during his term in
office, the filling of such vacancy with an individual
designated by FIG Advisors.
In accordance with the Shareholders Agreement, FIG Advisors
designated Wesley R. Edens, Joseph P. Adams, Jr., Peter V.
Ueberroth and John Z. Kukral for election to our Board. If at
any time the number of our directors entitled to be designated
by FIG Advisors to the Shareholders Agreement shall decrease,
within ten days thereafter, FIG Advisors shall cause the
appropriate number of directors to resign and any such vacancy
shall be filled by a majority vote of our Board. In connection
with our follow-on public offering completed in October 2007,
certain funds managed by affiliates of Fortress also sold
11,000,000 secondary common shares, as a result of which the
Initial Shareholders and their respective affiliates ceased to
own more than 50% of the voting power of the Company and the
number of our directors entitled to be designated by FIG
Advisors decreased from four to three directors. In connection
with this offering, a special committee of our Board, comprised
solely of Independent Directors, waived the requirement under
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our Shareholders Agreement that FIG Advisors cause one of the
directors designated by it to resign from our Board. The special
committee concluded that waiving such requirement under the
Shareholders Agreement and continuing the current composition of
our board, with a majority of Independent Directors, was in the
best interests of our shareholders.
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