2Purchaser Board Designee Sample Clauses

2Purchaser Board Designee. At or prior to Closing, the Company agrees that the Board of Directors of the Company (the “Board”) shall increase its size, as necessary, to accommodate the addition to the Board of a director designated by the Purchaser (the “PW Director”). The Company shall then take the necessary steps to cause the Board to appoint a mutually acceptable nominee selected by Purchaser to serve on the Board until the 2018 annual meeting of stockholders (the “2018 Annual Meeting”); provided, however, that no person shall be eligible to serve as the PW Director unless such person would qualify as an “independent director” under the rules of the Securities and Exchange Commission (the “SEC”) and the NASDAQ stock market. Prior to such appointment, Purchaser shall provide the Board’s Corporate Governance and Nominating Committee with a completed directors’ and officers’ questionnaire (in the form customarily used for the Company’s independent or non-management directors) for the PW Director, as well as such biographical information as would be required to be included in a proxy statement filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended. In addition, the Company agrees to (i) use its commercially reasonable efforts to cause the PW Director to be nominated for election to the Board at the 2018 Annual Meeting, (ii) recommend, and reflect such recommendation in the Company’s definitive proxy statement in connection with the 2018 Annual Meeting, that the shareholders of the Company vote to elect the PW Director as a director of the Company at the 2018 Annual Meeting for a term of office expiring at the 2019 annual meeting of the shareholders of the Company, and (iii) solicit, obtain proxies in favor of and otherwise support the election of the PW Director at the 2018 Annual Meeting, in a manner no less favorable than the manner in which the Company supports other nominees for election at the 2018 Annual Meeting. Purchaser acknowledges that the PW Director shall be required to comply with all policies, processes, procedures, codes, rules, standards, and guidelines applicable, from time to time, to members of the Board.