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Common use of Appointment of Directors Clause in Contracts

Appointment of Directors. The Company hereby covenants and agrees to take such action, promptly following the Closing Date, as is necessary to (i) increase the number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.

Appears in 3 contracts

Samples: Subscription Agreement (Response Biomedical Corp), Subscription Agreement (Response Biomedical Corp), Subscription Agreement (Response Biomedical Corp)

Appointment of Directors. The (a) Promptly upon consummation of the Stock Purchase and the purchase of and payment for no more than that number of Shares equal to the Tender Offer Number by the Company hereby covenants pursuant to the Offer, the Minimum Condition having been satisfied, and agrees from time to take time thereafter as Shares are acquired by the Company, Purchaser shall be entitled to designate such actionnumber of directors, subject to compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), rounded up to the next whole number, on the Board as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by Purchaser pursuant to this sentence) multiplied by the percentage that the number of Shares which Purchaser or any affiliate of Purchaser owns benefi- cially bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon the request of Purchaser, promptly following either increase the Closing Datesize of its Board of Directors or use its best efforts to secure the resignations of such directors as requested by Purchaser in writing, or both as is necessary to enable Purchaser's designees to be elected to the Board in accordance with this Section 2.6 and shall cause Purchaser's designees to be so elected. At such time, the Company shall, if requested by Purchaser, also cause persons designated by Purchaser to constitute at least the same percentage (irounded up to the next whole number) increase the number of positions as is on the Board of Directors to seven and (i) each committee of the Board, (ii) cause each board of directors (or similar body) of each Subsidiary (as hereinafter defined) of the Company and (iii) each committee (or similar body) of each such board. (b) Subject to applicable law, the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder in order to fulfill its obligations under Section 2.6(a) hereof, and shall include in the Schedule 13E-4 mailed to stockholders promptly after the commencement of the Offer (or an individual amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under Section 2.6(a). Purchaser shall supply the Company information with respect to it and its nominees, officers, directors and affiliates required by Caduceus such Section 14(f) and Rule 14f-1. The provisions of this Section 2.6(b) are in addition to and shall not limit any rights which Purchaser or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (any such individual a “Purchaser Designee”c) to be appointed In the event that the Merger contemplated by Article IV is effected and Purchaser's designees are elected to the Board subject to the other terms of Directors this Agreement and until the next annual general meeting Effective Time, the Board shall have at least one director who is a director on the date hereof and who may be Xxxxxx Xxxxxx, or otherwise is neither an officer of the Company nor a designee, stockholder, affiliate or associate (within the meaning of the Federal securities laws) of Purchaser (one or more of such directors, the "Independent ----------- Directors"), provided that, in such event, if the number of Independent --------- -------- ---- Directors shall be reduced below two for any reason whatsoever, any remaining Independent Director shall be entitled to, or, if no Independent Director then remains, the other directors shall designate one person to fill one of the vacancies who shall not be a stockholder, affiliate or associate of Purchaser and such person shall be deemed to be an Independent Director for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Purchaser's designees are elected to the Board, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time (as hereinafter defined), the affirmative vote of a majority of the Independent Directors shall be required to (a) amend or terminate this Agreement on behalf of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Purchaser's obligations hereunder or (d) take such any other action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to by the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed under or in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Companythis Agreement; provided, however, that any vacancies created if there -------- ------- shall be no such directors, such actions may be effected by the death, resignation or removal of either or both unanimous vote of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the entire Company Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (Fremont Partners Lp)

Appointment of Directors. The (a) Prior to the Closing, the Company hereby covenants and agrees to shall take such action, promptly following the Closing Date, as is all action necessary to increase the size of the Board up to 10 (ten) directors and to elect three (3) designees of the Purchaser to the Board. (b) At any time, in the Purchaser’s reasonable determination and at the request of the Purchaser, (i) increase the number of positions on the Board of Directors to seven and Company shall nominate Brait Nominees (iias defined herein) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed for election or appointment to the Board of Directors until as part of the next management slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the annual general meeting election of directors, and shall provide the same support for the election of such Brait Nominee as it provides to other persons standing for election as directors of the Company as part of the Company. The initial Purchaser Designee ’s management slate, (ii) the Company shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to not permit the removal of any of the Brait Nominees from the Board of Directors without the approval of the Company at the Shareholders’ MeetingPurchaser, and (iii) unless otherwise agreed to recommend in by the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor Purchaser, each committee of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors (including any executive committee, audit committee or compensation committee) shall contain a number of Brait Nominees (to the extent available), rounded upward to the nearest whole number, equal to the total number of directors on such committee multiplied by the percentage of the entire Board of Directors who are Brait Nominees. (c) The Company shall reimburse each Brait Nominee that serves as a director for all reasonable costs and expenses (including travel expenses) incurred in connection with such director’s attendance at the next ensuing, and each subsequent, annual general meeting meetings of the Company; provided, however, that Board of Directors or any vacancies created by the death, resignation or removal committee of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” which such director serves. The Company shall indemnify and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at provide directors and officers liability insurance for each such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election director to the Board of Directorsmaximum extent permitted by law. The parties agree Company shall purchase additional policies or endorsements to existing insurance policies as are necessary to provide continuous directors and officers liability insurance coverage including coverage for claims asserted up to six years after the termination of such a policy that arise out of matters occurring prior to such policy terminations, as reasonably requested by the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formPurchaser.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Net 1 Ueps Technologies Inc), Common Stock Purchase Agreement (Net 1 Ueps Technologies Inc)

Appointment of Directors. The Company hereby covenants and agrees to take such action(a) Directors must be individuals. (b) During the Titanium Period, promptly following the Closing Date, Directors shall be appointed as is necessary to follows: (i) increase the number of positions on Silver Member shall have the Board of right to appoint three (3) Directors to seven (any Director appointed by the Silver Member, a “Silver Director”) and (ii) cause an individual designated by Caduceus the Titanium Family Designee shall have the right to appoint three (3) Directors (any such individual Director appointed by the Titanium Family Group, a “Purchaser DesigneeTitanium Director) to be appointed to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company); provided, however, that any vacancies created by in the death, resignation or removal event that the size of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt is increased or decreased in accordance with Section 6.2 during the Titanium Period, each of instructions from Caduceus the Silver Member and the Titanium Family Group shall be entitled to appoint an equal number of Directors, unless otherwise agreed in writing by the Silver Member and the Titanium Family Designee. A list of the initial Directors is attached as Exhibit J. (c) During the “Replacement Designees” Silver Period, (i) all Directors shall be appointed by the Silver Member and (ii) for so long as the Titanium Family Group (together with any Family Transferees) continues to own, collectively, at least two percent (2%) of the Purchaser Designeesoutstanding Common Units, the Titanium Family Group shall have the right to appoint, replace and remove one (1) non-voting board observer (a OrbiMed DesigneesBoard Observer). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election ) to the Board of Directors. The parties agree Titanium Family Group shall be entitled to replace its designated Board Observer at any time from time to time upon notice to the Board of Directors. A Board Observer shall be entitled to attend and speak at all meetings of the Board of Directors or any committees thereof and shall receive all reports, meeting materials, notices and other materials (including draft and final written consents) as and when provided to the Board of Directors; provided, that the Board Observer shall not be entitled to attend or otherwise participate in the applicable portion of any meetings or presentations or to receive the applicable portion of any information if the Chairman reasonably determines in good faith: (i) that such attendance, participation or information would be reasonably likely to jeopardize, compromise or otherwise waive attorney-client privilege, the work product doctrine or other similar evidentiary privileges or doctrines; (ii) the applicable portion of any meeting, presentation or information involves the Company’s obligations evaluation, strategy, position or analysis with respect to an adverse claim or potential adverse claim between or among the Company or any of its Affiliates, on the one hand, and Titanium, the Titanium Family Group or any of their respective Affiliates, on the other hand; or (iii) Titanium, the Titanium Family Group or any of their respective affiliates has an actual or potential conflict of interest due to another investment or proposed investment. (d) The Titanium Family Group shall cause each individual designated as a Board Observer to, at such time as such individual is designated as a Board Observer, execute a written acknowledgment stating that such individual: (i) has read, agrees to and is familiar with the terms of this Agreement and (ii) shall keep all confidential information that he or she receives in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements his or her capacity as a Board Observer confidential and not use such information for any purpose other than in furtherance of the Business Corporations Act Company’s business. (British Columbia)e) Each Director (including any additional Director designated to fill a vacancy resulting from an increase in the total number of Directors or from the death, resignation or removal from office of a Director) shall serve until his or her successor is duly appointed and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant theretoqualified, including a personal information formor until such Director’s death, or until such Director resigns in accordance with Section 6.5 or is removed in accordance with Section 6.4.

Appears in 2 contracts

Samples: Merger Agreement (Taubman Centers Inc), Merger Agreement (Simon Property Group L P /De/)

Appointment of Directors. The (a) Upon delivery to the Company hereby covenants of the resignation of a Resigning Director or the effectiveness of any removal of such Resigning Director from the AY Board, the Investor Shareholder that then holds at least twenty-five per cent (25%) of the Shares shall appoint the Investor Party Designee set forth opposite such Resigning Director’s name on Schedule 2.1 to fill the vacancy created by the resignation of such Resigning Director. (b) From and agrees to take such action, promptly following after the Closing Effective Date, as is necessary if and to (i) increase the extent provided in the AY Articles in effect from time to time, each Investor Shareholder that then holds AY Voting Securities shall have the right to appoint to the AY Board the maximum number of positions on Directors that corresponds to such Investor Shareholder’s Percentage Interest of the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed total voting rights attached to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Companythen outstanding AY Voting Securities; provided, however, that the maximum number of Directors that any vacancies created and all Investor Parties, in the aggregate, shall have the right to appoint to the AY Board pursuant to the AY Articles shall be limited in any event to the lesser of (i) such number of Directors as corresponds to forty-one and a half per cent (41.5%) of AY Voting Securities and (ii) no more than fifty per cent (50%) of the AY Board less one, provided, however, that in each case where fifty per cent (50%) of the AY Board is not a whole number, such number shall be rounded up to the next nearest whole number. (c) Subject to applicable law, the AY Articles and such conflict of interest policies and rules as may be adopted by the death, resignation AY Board with respect to matters in which a conflict of interest reasonably may be determined to exist: (i) all information provided to any Director by or removal of either or both on behalf of the Purchaser Designees Company shall be promptly filled by disseminated among all Directors in a non-discriminatory manner, without prejudice to the Board Investor Nominees, and each Investor Nominee shall be entitled to receive all information regarding the Company and its Subsidiaries that is otherwise available to other Directors; (ii) at all times during which an Investor and/or its Affiliates hold in aggregate twenty-five per cent (25%) or more of the AY Voting Securities and such Investor or its Affiliate has appointed (and continues to have the right to appoint) one or more Directors, at least one Investor Nominee of such Investor shall be given an opportunity to be, and, if he/she accepts such opportunity, shall be, elected to any committee of Directors upon receipt (except for the audit committee and related party transaction committee); provided that ownership of instructions less than twenty-five per cent (25%) of the AY Voting Securities shall not preclude any Investor Nominee from Caduceus serving on any committee of Directors, and any such Investor Nominees shall be given the same consideration in relation to serving on any such committee as is given to Directors generally; (iii) no action of the “Replacement Designees” AY Board shall be taken by Directors’ written resolution unless all of the Investor Nominees who would have been entitled to vote on such resolution if it had been proposed at a meeting of the Directors have: (A) signed one or more copies of it; or (B) otherwise indicated their agreement to it in writing; and (iv) if, for any reason, and together so long as an Investor or its Affiliate has the right to appoint one or more Directors but no such Director is then serving on the AY Board, such Investor shall be entitled to designate one individual to attend all meetings of the AY Board which a Director would have been entitled to vote at if he/she had been appointed by such Investor and of any committee thereof (except for the audit committee and related party transaction committee) as an observer and receive copies of all materials provided to Directors with the Purchaser Designeesrespect to any such meeting or any written consent or resolution in lieu of such a meeting, the “OrbiMed Designees”). Such Replacement Designees shall serve until further provided that such observer signs customary confidentiality undertakings and complies with the Company’s next ensuing annual general meeting andpolicies and procedures as and in the manner the Company may request acting reasonably. (d) Subject to Clause 2.1(e), any Investor shall have the right to terminate the obligations and restrictions applicable to such Investor and its Affiliates under this Agreement, without liability to any Party, immediately upon written notice to other Parties, if at any time: (i) the AY Articles are amended in a manner that adversely affects the rights of such meeting and each subsequentInvestor (or any Affiliate thereof) to appoint Directors, annual general meeting as such rights exist under the AY Articles as of the Effective Date, unless such Investor or any Affiliate thereof voted in favor of such amendment; or (ii) except to the extent necessary to comply with applicable law or any order, decree, decision or judgment of any court, tribunal, arbitrator, governmental agency or regulatory body, or where the AY Articles are amended upon a valid proposal made by a shareholder of the Company, shall be included on management’s slate of nominees for election to the Company or the AY Board of Directors. The parties agree that the Company’s obligations takes any action in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements violation or contravention of the Business Corporations Act rights of such Investor (British Columbiaor any Affiliate thereof) specified in Clause 2.1(c), and of the Toronto Stock Exchange and delivering provided that such Investor gives notice to the Company all documents required pursuant thereto, including a personal information formreasonably requiring it to remedy such violation or contravention and the Company or AY Board fails to remedy such violation or contravention within twenty (20) Business Days of the Company receiving such notice. (e) Termination of the obligations and restrictions applicable to an Investor and its Affiliates in accordance with Clause 2.1(d) shall not release such Investor and its Affiliates from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination.

Appears in 2 contracts

Samples: Shareholder Agreement (Atlantica Yield PLC), Shareholders Agreement (Algonquin Power & Utilities Corp.)

Appointment of Directors. The 25.1 No person shall be appointed a Director at any annual general meeting unless: (a) he is nominated by the Board; or (b) notice in respect of that person is given by a member qualified to vote at the meeting has been received by the Company hereby covenants in accordance with Article 21.1 and agrees Article 21.3 or section 338 of the Companies Act of the intention to take such actionnominate that person for appointment stating the particulars which would, promptly following if he were so appointed, be required to be included in the Closing Company’s register of directors, together with notice by that person of his willingness to be appointed. 25.2 Except as otherwise authorised by the Companies Act, a motion for the appointment of two or more persons as Directors by a single resolution shall not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it. 25.3 Prior to the Sunset Date, as is necessary subject to and in accordance with this Article 25, in connection with any election of Directors, Grupo VM shall have the right to nominate, for election at any meeting of members called for the purpose of electing Directors for, or to appoint persons to fill vacancies in, the Board, a number of Director candidates (ieach such candidate, a “Grupo VM Nominee”) increase equal to its Percentage Interest multiplied by the number of positions Directors constituting the entire Board, rounded up to the nearest whole number, calculated on the Board date that is ten days prior to the beginning of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual the period during which members may give notice of a “Purchaser Designee”) resolution to be appointed to the Board of Directors until the next annual proposed at a general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees pursuant to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the CompanyArticle 21; provided, however, that in the event such whole number would cause the Grupo VM Nominees to constitute two-thirds or more of the entire Board, such result shall be rounded down to the nearest whole number. Until the number of Grupo VM Directors is reduced to one, Grupo VM shall at all times nominate at least one Grupo VM Director who shall qualify as an independent director under the Nasdaq Rules (regardless of whether Company Ordinary Shares are listed thereon). 25.4 Prior to the Decrease Date, subject to and in accordance with this Article 25.4, the Independent Directors shall have the exclusive right to nominate persons for election at any meeting of members called for the purpose of electing directors for, or to appoint persons to fill vacancies created in, the Board, subject to the right of Grupo VM to designate and nominate Directors under these Articles or any contractual agreement between Grupo VM and the Company and subject to Articles 25.5, 25.6 and 25.7. On and after the Decrease Date, the Board shall have the right to nominate persons for election at any meeting of members called for the purpose of electing directors for, or to fill vacancies in, the Board, subject to the exclusive right of Grupo VM to designate and nominate Directors under these Articles or any contractual agreement between Grupo VM and the Company and subject to Articles 25.5, 25.6 and 25.7. With respect to any meeting of members called for the purpose of electing directors prior to the Decrease Date, the number of nominations by the death, resignation or removal of either or both Independent Directors shall not exceed the number of the Purchaser Designees shall be promptly filled entire Board reduced by the Board number of Grupo VM Directors upon receipt and by any person entitled to nomination under Articles 25.5, 25.6 and 25.7. 25.5 Subject to these Articles, for so long as AK is serving as the executive chairman of instructions from Caduceus the Company (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed DesigneesExecutive Chairman”), he shall be entitled to nomination for election as a Director at any meeting of members called for the purpose of electing directors. 25.6 Prior to the third anniversary of the date of adoption of these Articles, if AK is not serving as the Executive Chairman, Grupo VM and/or the Independent Directors may submit the names of one or more Person(s) to the Nominating and Corporate Governance Committee for consideration to be appointed as a Director and act as the Executive Chairman. Such Replacement Designees The Nominating and Corporate Governance Committee shall evaluate the qualifications of each such Person to serve until as a Director and the Company’s next ensuing annual general meeting Executive Chairman and, at following such meeting and each subsequent, annual general meeting of the Companyevaluation, shall be included on management’s slate of nominees for election make a recommendation to the Board of Directors. The parties agree that for action by the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements requisite approval of the Business Corporations Act entire Board as to such Person under paragraph (British Columbia), and b) of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.Article 34.3

Appears in 2 contracts

Samples: Business Combination Agreement (Globe Specialty Metals Inc), Business Combination Agreement (Globe Specialty Metals Inc)

Appointment of Directors. The Company hereby covenants and agrees to take such actionthat, it shall, promptly following after the Initial Closing Dateand notice by the Purchasers, as is necessary to (i) increase the number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until an individual designated by the next annual general meeting of Purchasers (any such individual, the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee”). In addition, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Common Shares, it shall include the two Purchaser Designees Designee on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees Designee shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus the Purchasers (the “Replacement DesigneesDesignee” and together with the Purchaser DesigneesDesignee, the “OrbiMed DesigneesDesignee”). Such Replacement Designees Designee shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 4.8 are subject to each the OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form. All rights and obligations provide herein are in addition to any other rights and obligations between the parties, and this Agreement shall not amend, repeal or otherwise modify in any manner any prior agreement or understanding between the parties that would adversely affect the rights of the Purchasers or their Affiliates with respect to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Response Biomedical Corp), Note Purchase Agreement (Response Biomedical Corp)

Appointment of Directors. The Promptly upon the purchase of shares of Company hereby covenants Common Stock pursuant to the Offer, and agrees from lime to take time thereafter, the Parent shall be entitled to designate such actionnumber of directors, promptly following rounded up to the Closing Datenext whole number, as is necessary to (i) increase will give the number of positions Parent representation on the Board of Directors equal to seven the product of (i) the number of directors then on the Board of Directors and (ii) cause an individual designated the percentage that the number of shares of Company Common Stock purchased by Caduceus Merger Sub or the Parent or any affiliate pursuant to the Offer bears to the number of shares of Company Common Stock then outstanding (any the "Percentage"), and the Company shall, upon request by the Parent, promptly increase the size of the Board of Directors and/or exercise its reasonable efforts to secure the resignations of such individual a “Purchaser Designee”) number of directors as is necessary to enable the Parent's designees to be appointed elected to the Board of Directors until and shall cause the next annual general meeting Parent's designees to be so elected. At the request of the CompanyParent, the Company will use its reasonable efforts to cause such individuals designated by the Parent to constitute the same Percentage of (i) each committee of the Board of Directors, (ii) the board of directors of REI Barbados and (iii) the committees of the board of directors of REI Barbados. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees Company's obligations to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election appoint designees to the Board of Directors shall be subject to Section 14(f) of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x electionExchange Act. The Company further covenants shall take, at its expense, all action necessary to effect any such election, and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include in the two Purchaser Designees on management’s slate Schedule 14D-9 the information required by Section 14(f) of nominees for election the Exchange Act and Rule 14f-l promulgated thereunder. The Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-l. Notwithstanding anything stated herein, if shares of Company Common Stock are purchased pursuant to the Offer, Parent and Merger Sub shall use reasonable efforts to assure that until the Effective Time, the Company's Board of Directors of has at least one director who is a director on the Company at the next ensuing, date hereof and each subsequent, annual general meeting is not an employee of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.

Appears in 2 contracts

Samples: Merger Agreement (Recovery Engineering Inc), Merger Agreement (Procter & Gamble Co)

Appointment of Directors. 24.1 Subject to the Articles, any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director: (a) by ordinary resolution; (b) at a general meeting called under article 16.4; (c) by a decision of the directors. 24.2 Subject to the Companies Act, the directors may enter into an agreement or arrangement with any director for the provision of any services outside the scope of the ordinary duties of a director. Any such agreement or arrangement may be made on such terms and conditions as (subject to the Act) the directors think fit and (without prejudice to any other provision of the articles) they may remunerate any such director for such services as they think fit. 24.3 No person shall be appointed a Director at any annual general meeting unless: (a) he is nominated by the Board; or (b) notice in respect of that person is given by a member qualified to vote at the meeting (other than the person to be proposed) has been received by the Company in accordance with Article 20.1 and Article 20.3 or section 338 of the Companies Act of the intention to nominate that person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company’s register of directors, together with notice by that person of his willingness to be appointed. 24.4 The Company hereby covenants and agrees directors may require that any notice of a proposed director by a member include additional disclosure regarding such proposed director, including such person’s interest in the Company. 24.5 Except as otherwise authorised by the Companies Act, a motion for the appointment of two or more persons as Directors by a single resolution shall not be made unless a resolution that it should be so made has first been agreed to take such action, promptly following by the Closing Date, as meeting without any vote being given against it. 24.6 In the event that at a general meeting it is necessary proposed to (i) increase the vote upon a number of positions on the Board resolutions for the appointment of a person as a Director (each a Director Resolution) that exceeds the total number of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) that are to be appointed to the Board at that meeting (the Board Number), the persons that shall be appointed Directors shall first be the person who receives the greatest number of “for” votes (whether or not a majority of those votes cast in respect of that Director Resolution), and then shall second be the person who receives the second greatest number of “for” votes (whether or not a majority of those votes cast in respect of that Director Resolution), and so on, until the number of Directors so appointed equals the Board Number. 24.7 Subject to the provisions of these Articles, the Company may by ordinary resolution appoint a person who is willing to act as a Director, and is permitted by law to do so, to be a Director, either to fill a vacancy or as an additional Director. Any Director elected in accordance with this Article 24.7 shall hold office for the remainder of the full term of the class of Directors in which the vacancy occurred or to which the new Director is appointed, until his successor is appointed or until his earlier resignation or removal in accordance with Article 30.1. 24.8 The Board may appoint a person who is willing to act as a Director and is permitted by law to do so, either to fill a vacancy or as an additional Director. Any Director elected in accordance with this Article 24.8 shall hold office for the next annual general remainder of the full term of the class of Directors in which the vacancy occurred or to which the new Director is appointed, until his successor is appointed or until his earlier resignation or removal in accordance with Article 30.1. 24.9 A Director shall not be required to hold any shares in the capital of the Company by way of qualification. 24.10 All acts done by: (a) a meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board directors; (b) a meeting of Directors a committee of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors directors; (c) written resolution of the Company at the next ensuingdirectors; or (d) a person acting as a director, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Companya committee, shall be included valid notwithstanding that it is discovered afterwards that there was a defect in the appointment of a person or persons acting or that any of them were disqualified from holding office, had ceased to hold office or were not entitled to vote on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations matter in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formquestion.

Appears in 2 contracts

Samples: Transaction Agreement (Cyberonics Inc), Letter of Intent (Cyberonics Inc)

Appointment of Directors. (a) The Company hereby covenants agrees that, at and after the Closing, the Board shall consist of seven directors. The Company further agrees that Buyer shall be entitled to take such actiondesignate, promptly following and concurrent with the Closing DateClosing, shall have elected to the Board, two (2) members of the Board (any and all directors designated by Buyer pursuant to the terms of this Section 6.01 shall be referred to herein as is necessary the "Investor Directors"); provided, however, that in the event that the size of the Board shall be increased, Buyer shall have the right to (i) increase the number of positions at least proportionate representation on the Board following such increase based on the composition of the Board as between Investor Directors and non-Investor Directors immediately prior to seven such increase; and (ii) cause an individual designated by Caduceus (provided, further, that in no event shall the Board consist of more than eleven directors. Buyer agrees to designate any such individual a “Purchaser Designee”) Investor Directors to be appointed to the Board pursuant to the terms of Directors until the next annual general meeting this Section 6.01 by way of written notification to the Company. Each of such Investor Directors shall serve until his or her successor is elected or appointed or qualified or, if earlier, until his or her death, resignation, or removal. The initial Purchaser Designee parties further agree that Buyer shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election entitled at all times upon five (5) days prior written notice to the Board of Directors Company to designate additional members of the Company Board such that the number of Investor Directors taken as a percentage is at the Shareholders’ Meeting, and least equal to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election Buyer's Voting Power Ownership Percentage (rounded up to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Companynearest whole number); provided, however, that under no circumstance shall Buyer be precluded from designating at least two members of the Board regardless of Buyer's Voting Power Ownership Percentage (rounded up to the nearest whole number). Notwithstanding the foregoing, if at any vacancies created time the Buyer's Voting Power Ownership Percentage is less than 5% Section 6.03 hereof shall terminate. (b) In accordance with the foregoing, the Company hereby agrees that, from and after the Closing Date the Company shall cause (i) each person designated by Buyer as an Investor Director in accordance with the provisions of Section 6.01(a) to be included (consistent with applicable law and the Amended and Restated Certificate of Incorporation) in the group of nominees who are recommended for election as directors by the management of the Company following the date on which such person is so designated by Buyer as an Investor Director, and at each succeeding meeting of stockholders of the Company when directors in such designee's class are to be elected, (ii) at a special meeting of the Board held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of either or both an Investor Director, the appointment of such person as is designated by Buyer to fill any such vacancy if a special meeting is required to effect such appointment, and (iii) at such time as Buyer wishes to designate additional Investor Directors in accordance with the provisions of Section 6.01(a), to be taken at a special meeting of the Purchaser Designees Board held as soon as practicable after Buyer notifies the Company of its desire to designate such directors (and prior to taking any other actions) and any and all action necessary to enlarge the Board in order to enable election of the additional Investor Directors so designated by Buyer to fill any such vacancies created thereby and to fill such vacancies with such Directors. The Company shall not be in violation of this Section 6.01 to the extent that Buyer fails to designate Investor Directors or such designees elect not to serve as Investor Directors. For purposes of this Agreement, the Company shall be promptly filled by in compliance with this Section 6.01 if it uses all reasonable efforts to cause the Investor Directors to be elected to the Board in accordance with this Section 6.01. (c) As of Directors upon receipt the Closing and for as long as Buyer owns any shares of instructions from Caduceus Common Stock, the Bylaws of the Company shall provide that all actions taken by any committee of the Board shall be recommendations that shall be submitted to the full Board for approval unless, prior to such action being taken, the Board has adopted a resolution expressly delegating to the committee the power to take the action in question. (d) The Company shall not, and shall not permit its Affiliates to, solicit proxies (as such terms are used in the “Replacement Designees” and together proxy rules of the SEC) of the stockholders of the Company to vote against any Investor Director or for the approval of any stockholder or other proposals that are inconsistent with the Purchaser Designeesrights afforded Buyer pursuant to this Agreement. (e) In addition to any compensation to which the members of the Board may be entitled, the “OrbiMed Designees”)Company shall reimburse each Investor Director for the reasonable out-of-pocket expenses incurred by such director. Such Replacement Designees In addition, the Company shall serve until the Company’s next ensuing annual general meeting andobtain and maintain at all times during which this Agreement remains in effect, at such meeting the cost and each subsequent, annual general meeting expense of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to director liability insurance policies covering each OrbiMed Designee meeting the qualification requirements member of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formBoard.

Appears in 1 contract

Samples: Stock Purchase and Exchange Agreement (Minorplanet Systems PLC)

Appointment of Directors. The (a) In addition to the election of Xxxxxxx X. Xxxxxxx as a Board Designee as of Closing, the Company hereby covenants confirms and agrees to take such action, promptly following the Closing Date, as is necessary to that (i) increase the holders of Series A Preferred Stock may elect at any time after Closing, pursuant to the provisions of the Certificate of Designation, a second Person designated by the Purchaser to serve as an additional Class III director of the Board of Directors (together with Xxxxxxx X. Xxxxxxx and/or his successor under Section 3.2 of the Certificate of Designation, the “Board Designees”) until the next annual stockholders’ meeting of the Company which is expected to occur no later than June 30, 2018, at which such time the holders of the Series A Preferred Stock shall have the right to re-appoint the Board Designees (or such other two Persons so designated by the holders of Series A Preferred Stock pursuant to the provisions of the Certificate of Designation) to serve as Class III directors of the Board of Directors (i.e., with new term(s) of three (3) years) and (ii) if one such Board Designee may not be appointed due to compliance with Nasdaq Listing Rule 5640, the Purchaser shall be entitled to designate one Person to attend meetings of the Board of Directors, the board of directors of any Subsidiary and each committee of any of the foregoing as an observer. (b) At such time as no Preferred Shares are outstanding because holders of the Preferred Shares have exercised their conversion rights in accordance with the terms of the Certificate of Designation, then, if and so long as, the Purchaser holds (i) at least 35% of the total number of positions the Conversion Shares that have been issued (as adjusted for splits, reverse splits, stock dividends, share combinations and the like) upon conversion of all Preferred Shares issued hereunder, the Purchaser shall be entitled hereunder to nominate two (2) Board Designees or (ii) less than 35% but at least 20% of the total number of the Conversion Shares as have been issued (as adjusted for splits, reverse splits, stock dividends, share combinations and the like) that have been issued upon conversion of all Preferred Shares issued hereunder, the Purchaser shall be entitled hereunder to nominate one (1) Board Designee. In the case of both (i) and (ii), the Company shall use reasonable best efforts to cause such designees to be elected and the provisions of Sections 3.2.5, 3.2.6, 3.2.7 and 3.2.8 of the Certificate of Designation are hereby incorporated herein by reference, mutatis mutandis, for the benefit of the Purchaser. (c) In furtherance of the foregoing: (i) So long as the Purchaser possesses the rights contemplated by Section 4.11(b), the Company shall take such action as is required under applicable Law, the rules and regulations in effect at such time of the Trading Market or such other market on which the Common Stock is then listed or quoted, the Company’s certificate of incorporation and its bylaws, to include on the Board of Directors to seven and or in the slate of nominees recommended by the Board of Directors, the Board Designee(s). (ii) cause an individual designated So long as the Purchaser possesses the rights contemplated by Caduceus (Section 4.11(b), the Company shall use its commercially reasonable efforts to have the Board Designee(s) elected as a director(s) of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any such individual a “Purchaser Designee”) to be appointed of its other nominees to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as Directors. (iii) If a vacancy is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company created at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created time by the death, disability, retirement, resignation or removal of either a Board Designee, so long as the Purchaser possesses the rights under Section 4.11(b), the Purchaser may designate or both nominate, as applicable, another individual to be elected to fill the vacancy created thereby, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (iv) Following the termination of the rights of the Purchaser Designees under Section 4.11(b), upon request by the Board of Directors, the Purchaser shall cause the Board Designee(s) to resign promptly from the Board of Directors. Any vacancy created by such resignation may be promptly filled by the Board of Directors upon receipt or the stockholders of instructions from Caduceus (the “Replacement Designees” and together Company in accordance with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting andarticles of incorporation, the bylaws and applicable Law. The Company may implement this provision by requiring the execution and delivery of a resignation letter by the Board Designee(s) subject to termination of designation or nomination rights. (v) The Company confirms and agrees that the primacy language provided by the Purchaser shall be incorporated in the indemnification agreements for each Board Designee. (d) Notwithstanding the foregoing, the number of Board Designees shall be reduced to the extent necessary to comply with the Company’s obligations, if any, under the rules or regulations of the Nasdaq Stock Market (including NASDAQ Stock Market Rule 5640). The determination of the applicability of such limitation contained shall be made by the Company in good faith, in consultation with counsel, in accordance with the rules and regulations of the Nasdaq Stock Market. In addition, the Purchaser shall cease to have the right to elect any Series A Directors and Section 4.11 shall cease to have any effect if at such meeting and each subsequent, annual general any time the Purchaser is entitled to vote in the aggregate less than five percent (5%) of all of the votes entitled to be cast by holder of all voting securities of the Company at any meeting of the Companystockholders of the Company calculated in accordance with Section 3.1 of the Certificate of Designation. If the Purchaser is not entitled to elect any Series A Directors pursuant to the provisions of this Section 4.11, then at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) to elect or remove a director(s), the Purchaser shall be included entitled to cast the number of votes equal to the number of whole shares of Voting Common Stock into which the shares of Series A Preferred Stock held by the Purchaser are convertible as of the record date for determining stockholders entitled to vote on managementsuch matter (calculated assuming the Series A Conversion Price for this purpose only was $0.1935 (subject to appropriate adjustment in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization)). (e) Notwithstanding the foregoing, the Purchaser’s slate rights under the foregoing provisions of nominees for election this Section 4.11 shall automatically terminate and be of no further force and effect immediately before consummation of a Deemed Liquidation Event. (f) The Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any Board Designee, or (ii) the Purchaser or any holder of Series A Preferred Stock (or Conversion Shares) or its Affiliates, or any partner, member, director, stockholder, employee or agent of any such holder or its Affiliates, other than someone who is an employee of the Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Company. (g) As a condition to each designation of a Board Designee hereunder, each Person with the right, either individually or as part of a group, to designate or participate in the designation of a director to the Board of Directors. The parties agree that Directors as the Company’s obligations in connection with this Section 4.12 are subject Purchaser shall be required to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), represent and of the Toronto Stock Exchange and delivering warrant to the Company all documents required pursuant theretothat, including to the Purchaser’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (each, a personal information form“Disqualification Event”), is applicable to the Purchaser’s initial Board Designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any Board Designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”. The Purchaser hereby covenants and agrees (A) not to designate or participate in the designation of any Board Designee who, to the Purchaser’s knowledge, is a Disqualified Designee and (B) that in the event the Purchaser becomes aware that any individual previously designated by the Purchaser is or has become a Disqualified Designee, the Purchaser shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board of Directors and designate a replacement designee who is not a Disqualified Designee.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Jaguar Health, Inc.)

Appointment of Directors. The This Article 25 shall apply in respect of, and from and after, the 2019 AGM. 25.1 Directors shall be elected by ordinary resolution at the annual general meeting of the members of the Company. Subject to these Articles, the Board shall have the power at any time to appoint any Person who is willing to act as a Director, and is permitted by Law to do so, either to fill a vacancy or as an addition to the existing Board provided that the total number of Directors shall not exceed any maximum fixed in accordance with Article 24.1. 25.2 Subject to the provisions of the Companies Act, the Board may enter into an agreement or arrangement with any Director for the provision of any services outside the scope of the ordinary duties of a Director. Any such agreement or arrangement may be made on such terms and conditions as (subject to the Companies Act) the Board thinks fit and (without prejudice to any other provision of these Articles) it may remunerate any such Director for such services as it thinks fit. 25.3 No Person shall be appointed a Director at any general meeting unless: (a) he is nominated by the Board in accordance with Articles 25.4 and 25.5; or (b) notice in respect of that Person is given by a member qualified to vote at the meeting (other than the Person to be proposed) and has been received by the Company hereby covenants in accordance with Article 21.1 and agrees Article 21.4 or section 338 of the Companies Act of the intention to take nominate that Person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company’s register of directors, together with notice by that Person of his willingness to be appointed. 25.4 Notwithstanding anything to the contrary contained in these Articles, but without prejudice to Article 25.3(b), each of the Directors (or his or her successor) shall be nominated in accordance with these Articles for election to the Board pursuant to a nomination at each of the annual general meetings of the members of the Company occurring. In the event of any such actionnomination process, promptly the Board shall submit a nomination in accordance with Article 25.5 to nominate persons for appointment as Directors at the annual general meeting of the members of the Company. 25.5 Subject to the Articles, the Nominating and Corporate Governance Committee shall, in compliance with applicable Law and the listing requirements of NYSE, recommend persons to the Board for appointment as Directors at the annual general meeting of the members of the Company and any other relevant general meeting. Following a recommendation from the Nominating and Corporate Governance Committee pursuant to the provisions of this Article 25.5, the Board shall nominate such Persons as the Board thinks fit for appointment at the general meeting. 25.6 Subject to the provisions of the Companies Act, the Board may require that any notice of a proposed director by a member include additional disclosure regarding such proposed director, including such Person’s interest in the Company. 25.7 Except as otherwise authorised by the Companies Act, a motion for the appointment of two or more Persons as Directors by a single resolution shall not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it. 25.8 In the event that at a general meeting it is proposed to vote upon a number of the resolutions for the appointment of a Person as a Director following the Closing Date, as is necessary to nomination of Director candidates by the Board and by one or more members in accordance with Article 25.3(b) (ieach a “Director Resolution”) increase that exceeds the total number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) that are to be appointed to the Board of Directors until the next annual general at that meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser DesigneesBoard Number”), the Person(s) that shall be appointed Director(s) shall first be the Person who receives the greatest number of OrbiMed Designees”). Such Replacement Designees shall serve until for” votes (whether or not the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting “for” votes are a majority of the Company, shall be included on management’s slate votes cast in respect of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British ColumbiaDirector Resolution), and then shall second be the Person who receives the second greatest number of “for” votes (whether or not the “for” votes are a majority of the Toronto Stock Exchange votes cast in respect of that Director Resolution), and delivering to so on, until the Company all documents required pursuant thereto, including a personal information formnumber of Directors so appointed equals (but in no circumstances exceeds) the Board Number.

Appears in 1 contract

Samples: Business Combination Agreement (FMC Technologies Inc)

Appointment of Directors. The (In the event that the Company hereby covenants and agrees has not added two independent board members (in addition to take such action, promptly following the number of members on the board as of the Closing Date, as is necessary and not including any board member nominated by the Buyer) by September 30, 2007 (the “Company Added Board Members”), then the Buyer, at its option, may recommend a number of additional nominees for the Company’s Board of Directors anytime thereafter equal to two (i2) increase minus the number of positions on Company Added Board Members that were added before September 30, 2007. In addition, if any Event of Default (as defined in the Debenture) remains uncured for an aggregate of thirty (30) days or more, the Buyer, at its option, may recommend one nominee for the Company’s Board of Directors, if any Event of Default remains uncured for an aggregate of sixty (60) days or more, the Buyer, at its option, may recommend a second nominee for the Company’s Board of Directors, and if any Event of Default remains uncured for an aggregate of ninety (90) days or more, the Buyer, at its option, may recommend an additional number of nominees to the Company’s Board of Directors, such that the Buyer’s nominees shall constitute a majority of the Company’s Board of Directors (each nominee nominated by the Buyer pursuant to seven and (ii) cause an individual designated by Caduceus (any such individual this Subsection shall be referred to singularly as a “Purchaser DesigneeBuyer’s Nominee” and collectively as the “Buyer’s Nominees) to be appointed to ). The Company agrees that its Board of Directors, or the Nominating Committee of the Board, as applicable, shall appoint as members of the Company’s Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election Buyer’s Nominee’s required pursuant to the this subsection. After such appointment, the Company and its Board of Directors shall use their best efforts to obtain shareholder ratification of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors appointment of the Company Buyer’s Nominees at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formshareholder meeting.

Appears in 1 contract

Samples: Securities Purchase Agreement (BioMETRX)

Appointment of Directors. The Company hereby covenants and agrees (a) On or prior to take such actionthe Listing, promptly following the Closing Date, board of Directors shall be comprised as is necessary to follows: (i) six individuals designated by Cxxxxxxx; (ii) six individuals designated by Fyffes; and (iii) one individual designated by mutual agreement between Cxxxxxxx and Fyffes; in each case, in accordance with the arrangements agreed by the Company with those parties; provided that in the event that any of the above is unable or unwilling to serve or ceases to serve within twelve months of the Listing on such board of Directors, a replacement shall be selected by the Chiquita Directors or the Fyffes Directors, as applicable and appointed by the Board. (b) At each annual general meeting of the Company all of the Directors shall retire from office. A Director who retires at an annual general meeting may be reappointed, if willing to act. If he is not reappointed he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the close or adjournment of the meeting. (c) Save as otherwise permitted in these Articles, Directors will be elected by way of Ordinary Resolution of the Company in general meeting. Any vacancy on the Board, including a vacancy that results from an increase in the number of positions on Directors or from the death, resignation, retirement, disqualification or removal of a Director, shall be deemed a casual vacancy. Except as otherwise provided for in these Articles, any casual vacancy shall only be filled by decision of a majority of the Board then in office, provided that a quorum is present. (d) During any vacancy in the Board, the remaining Directors shall have full power to act as the Board. If, at any general meeting of the Company, the number of Directors is reduced below the minimum prescribed by the Board in accordance with Article 75 due to seven and (ii) cause an individual designated by Caduceus (the failure of any such individual a “Purchaser Designee”) persons nominated to be appointed Directors to be elected, then in those circumstances, the nominee or nominees who receive the highest number of votes in favour of election shall be elected in order to maintain the prescribed minimum number of Directors and each such Director shall remain a Director (subject to the Board provisions of Directors the Companies Acts and these Articles) only until the conclusion of the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take unless such action as Director is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created elected by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at Holders during such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formmeeting.

Appears in 1 contract

Samples: Transaction Agreement (Chiquita Brands International Inc)

Appointment of Directors. The Company hereby covenants and agrees (a) In the event of the resignation, death, removal or disqualification of a director selected pursuant to take Section 2.1 (Board Representation), the Shareholders entitled to select such actiondirector pursuant to Section 2.1 (Board Representation) shall promptly nominate a new director, promptly following and, after written notice of the Closing Datenomination has been given by such Shareholders to the other Shareholders, the Shareholders entitled to vote with respect to the election of such director shall vote his/her/its Shares to elect such nominee to the Board of Directors; provided that, in the case of a new director elected pursuant to Section 2.1(d), Section 2.1(e), or Section 2.1(f) the right of the DCM Shareholders, the General Atlantic Shareholders, or the Softbank Shareholders, as the case may be, shall be subject to the share ownership conditions set forth in Section 2.1(d), Section 2.1(e), Section 2.1(f), as the case may be. (b) If it is necessary to the GA Designee that resigns, dies, is removed or is disqualified (i) increase a “Terminated GA Designee”), neither the number of positions on Shareholders nor the Board of Directors shall authorize the Company to seven transact any business outside the ordinary course of business or that is adverse to the interests of the General Atlantic Shareholders as Shareholders until the earlier of (i) the date that the successor or replacement GA Designee nominated by the General Atlantic Shareholders has been elected pursuant to Article 75.4 of the Company’s Memorandum and Articles of Association or (ii) cause an individual designated by Caduceus the date that is ten (any such individual a “Purchaser Designee”10) to be appointed to days after the Board of Directors until the next annual general meeting original date of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxxresignation, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designeedeath, being Xxxxxxxx Xxxx, for election to the Board of Directors removal or disqualification of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the CompanyTerminated GA Designee; provided, however, that the General Atlantic Shareholders shall in good faith use their commercially reasonable efforts to nominate and elect a successor or replacement GA Designee as soon as possible after the resignation, death, removal or disqualification of the Terminated GA Designee and in any vacancies created case within ten (10) days after such resignation, death, removal or disqualification; provided, further, that the other Shareholders agree to cooperate in good faith with the General Atlantic Shareholders in furtherance of the foregoing provisions and vote their Shares, to the extent necessary under the laws of the Cayman Islands, whether by way of a meeting called for that purpose or by written consent and in any event as expeditiously as reasonably possible, in accordance with the Company’s Memorandum and Articles of Association and this Agreement to elect the person nominated by the deathGeneral Atlantic Shareholders to replace or succeed the Terminated GA Designee. (c) If it is the Softbank Designee that resigns, resignation dies, is removed or removal of either or both of is disqualified (a “Terminated Softbank Designee”), neither the Purchaser Designees shall be promptly filled by Shareholders nor the Board of Directors upon receipt shall authorize the Company to transact any business outside the ordinary course of instructions from Caduceus business or that is adverse to the interests of the Softbank Shareholders as Shareholders until the earlier of (i) the “Replacement Designees” and together with date that the Purchaser Designees, successor or replacement Softbank Designee nominated by the “OrbiMed Designees”). Such Replacement Designees shall serve until Softbank Shareholders has been elected pursuant to Article 75.4 of the Company’s next ensuing annual general meeting and, at such meeting Memorandum and each subsequent, annual general meeting Articles of Association or (ii) the date that is ten (10) days after the original date of the Companyresignation, death, removal or disqualification of the Terminated Softbank Designee; provided, however, that the Softbank Shareholders shall be included on management’s slate in good faith use their commercially reasonable efforts to nominate and elect a successor or replacement Softbank Designee as soon as possible after the resignation, death, removal or disqualification of nominees for election the Terminated Softbank Designee and in any case within ten (10) days after such resignation, death, removal or disqualification; provided, further, that the other Shareholders agree to cooperate in good faith with the Softbank Shareholders in furtherance of the foregoing provisions and vote their Shares, to the Board extent necessary under the laws of Directors. The parties agree the Cayman Islands, whether by way of a meeting called for that purpose or by written consent and in any event as expeditiously as reasonably possible, in accordance with the Company’s obligations in connection with Memorandum and Articles of Association and this Section 4.12 are subject Agreement to each OrbiMed Designee meeting elect the qualification requirements of person nominated by the Business Corporations Act (British Columbia), and of Softbank Shareholders to replace or succeed the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formTerminated Softbank Designee.

Appears in 1 contract

Samples: Voting Agreement (Renren Inc.)

Appointment of Directors. The Company hereby covenants and agrees In order that certain individuals designated by XXXX as set forth below may join SITEL’s Board of Directors (the “Board”), the Parties agree, provided with respect to take such action, promptly following the Closing DateSITEL’s obligations in this Section 1 that there has been no material breach of this Agreement by XXXX, as is necessary to follows: (a) (i) increase Xxxxxx X. Xxxxxx shall resign from the number of positions Board, (ii) the Board shall appoint Xxxxxxx X. Key as a Class II Director on the Board and (iii) the Board shall appoint Xxxxxx X. Xxxx as a Class I Director on the Board. Such resignation and appointments shall be completed and effective no later than ten (10) business days (or such shorter period of Directors to seven time as the Parties may agree) after the date hereof. (b) Upon the earlier of (i) six (6) months from the date hereof and (ii) cause an individual designated by Caduceus (any such individual delivery of a “Purchaser Designee”) written request from XXXX to be appointed to SITEL and the approval of a majority of the Board of Directors until such request (the next annual general meeting of “Xxxxx Resignation Date”), (A) Xxxxxx X. Xxxxx shall resign from the CompanyBoard and (B) the Board shall appoint Xxxxxxx Xxxxxx as a Class III Director on the Board to fill the resulting vacancy. The initial Purchaser Designee Such resignation and appointment shall be completed and effective no later than five (5) business days (or such shorter period of time as the Parties may agree) after the Xxxxx XxxxxxxxResignation Date, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by such five (5) day time period shall be extended as necessary to allow the deathfollowing events to occur if: (x) XXXX has not yet provided the Board with the information regarding Xxxxxxx Xxxxxx required to be disclosed for board candidates in a proxy statement related to the election of such directors under the federal securities laws and allowed the Board at least ten (10) business days to review, resignation (y) XXXX has not yet provided evidence sufficient to allow the Board to determine in its good faith judgment that Xxxxxxx X. Key or removal of either or both one of the Purchaser other XXXX Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (as defined below) qualifies as an “audit committee financial expert” under applicable Securities and Exchange Commission (the “Replacement DesigneesSEC”) rules and allowed the Board at least ten (10) business days to review or (z) at least one XXXX Designee determined to be an “audit committee financial expertpursuant to the preceding clause (y) (provided that the Board shall make such determination promptly and together in good faith) has not yet informed the Board that he or she is willing and able to serve as the Chairman of SITEL’s Audit Committee. The Parties will arrange for an in-person or telephonic meeting between members of the Board’s Nominating/Corporate Governance Committee and Xxxxxxx Xxxxxx during such period if such meeting has not already occurred prior thereto. (c) In the event that Xxxxxxx Xxxxxx is unwilling or unable to serve on the Board prior to his appointment thereof or is determined not to be an independent director pursuant to the New York Stock Exchange listing standards in the reasonable good faith judgment of the Board, XXXX shall promptly designate an individual with reasonably adequate business experience and of reasonably good reputation and character and such individual shall be appointed within ten (10) business days of such designation (provided that such period shall be extended in the Purchaser Designees, same manner provided for in paragraph (b) above as necessary) and such appointment shall be subject to the same right of replacement until such vacancy has been filled pursuant to this Agreement. The individuals appointed to the Board pursuant to this Section 1 shall be referred to herein as OrbiMed XXXX Designees”). Such Replacement Designees shall serve until . (d) Prior to the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election appointment to the Board of Directors. The parties agree the XXXX Designees appointed pursuant to paragraph (a) above, the Board shall be permitted to reclassify, through a series of resignations and appointments to new classes, its existing directors to facilitate the appointment of each XXXX Designee to the applicable class set forth in paragraphs (a) or (b) above, provided with respect to such reclassification that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements (i) only non-management members of the Business Corporations Act Board shall resign or be appointed, (British Columbiaii) no individual will be appointed who is not currently a member of the Board and (iii) directors will be allocated such that, following the appointment of the XXXX Designees, the directors will be evenly divided among the three classes of directors on the Board. (e) The XXXX Designees will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits as are applicable to the independent directors on the Board. (f) With respect to SITEL’s next annual meeting after the date hereof (expected to be held in 2006) or any special meeting held prior thereto or in lieu thereof where the meeting agenda includes the election or re-election of one or more directors to the Board (the “2006 Shareholders Meeting”), the Board shall nominate each XXXX Designee who has been appointed as a director in a class whose term expires at the 2006 Shareholders Meeting to continue serving as a director of such class and of recommend in SITEL’s proxy statement for the Toronto Stock Exchange 2006 Shareholders Meeting and delivering at the 2006 Shareholders Meeting that shareholders vote for such XXXX Designee’s election. (g) The Board shall not change or revoke any recommendation referred to in paragraph (f) above or take any action inconsistent with such paragraph, and shall not, nor encourage any third party to, propose or recommend, any other matters related to the Company all documents required pursuant theretoBoard, including a personal information formits size and composition, at the 2006 Shareholders Meeting or any meeting of shareholders prior thereto. Nothing contained herein shall require SITEL to hold the 2006 Shareholders Meeting or to hold the 2006 Shareholders Meeting prior to any other meeting of shareholders where the election or re-election of directors is not on the agenda.

Appears in 1 contract

Samples: Director Appointment Agreement (Sitel Corp)

Appointment of Directors. The 25.1 No person shall be appointed a Director at any general meeting unless: (a) he is nominated by the Board; or (b) notice in respect of that person is given by a member qualified to vote at the meeting has been received by the Company hereby covenants in accordance with Article 21.1 and agrees Article 21.4 or section 338 of the Companies Act of the intention to take such actionnominate that person for appointment stating the particulars which would, promptly following if he were so appointed, be required to be included in the Closing Company’s register of directors, together with notice by that person of his willingness to be appointed. 25.2 Except as otherwise authorised by the Companies Act, a motion for the appointment of two or more persons as Directors by a single resolution shall not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it. 25.3 Prior to the Sunset Date, as is necessary subject to and in accordance with this Article 25, in connection with any election of Directors, Grupo VM shall have the right to nominate, for election at any meeting of members called for the purpose of electing Directors for, or to appoint persons to fill vacancies in, the Board, a number of Director candidates (ieach such candidate, a “Grupo VM Nominee”) increase equal to its Percentage Interest multiplied by the number of positions Directors constituting the entire Board, rounded up to the nearest whole number, calculated on the Board date that is ten days prior to the beginning of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual the period during which members may give notice of a “Purchaser Designee”) resolution to be appointed to the Board of Directors until the next annual proposed at a general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees pursuant to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the CompanyArticle 21; provided, however, that in the event such whole number would cause the Grupo VM Nominees to constitute two-thirds or more of the entire Board, such result shall be rounded down to the nearest whole number. Prior to the Decrease Date, Grupo VM shall at all times nominate at least two Grupo VM Directors who shall qualify as independent directors under the Nasdaq Rules (regardless of whether Company Ordinary Shares are listed thereon). On and after the Decrease Date, until the number of Grupo VM Directors is reduced to one, Grupo VM shall at all times nominate at least one Grupo VM Director who shall qualify as an independent director under the Nasdaq Rules (regardless of whether Company Ordinary Shares are listed thereon). 25.4 Prior to the Decrease Date, subject to and in accordance with this Article 25.4, the Independent Directors (or, if there are no Independent Directors, the Directors who qualify as independent under the Exchange Rules and are not Grupo VM Directors) shall have the exclusive right to nominate persons on behalf of the Board for election at any meeting of members called for the purpose of electing Directors for, or to appoint persons to fill vacancies created in, the Board, subject to the right of Grupo VM to designate and nominate Directors under these Articles or any contractual agreement between Grupo VM and the Company and subject to Articles 25.5, 25.6 and 25.7. On and after the Decrease Date, the Board shall have the right to nominate persons on behalf of the Board for election at any meeting of members called for the purpose of electing Directors for, or to fill vacancies in, the Board, subject to the exclusive right of Grupo VM to designate and nominate Directors under these Articles or any contractual agreement between Grupo VM and the Company and subject to Articles 25.5, 25.6 and 25.7. With respect to any meeting of members called for the purpose of electing Directors prior to the Decrease Date, the number of nominations by the deathIndependent Directors (or, resignation or removal of either or both if there are no Independent Directors, the Directors who qualify as independent under the Exchange Rules and are not Grupo VM Directors) shall not exceed the number of the Purchaser Designees shall be promptly filled entire Board reduced by the Board number of Grupo VM Directors upon receipt and by any person entitled to nomination under Articles 25.5, 25.6 and 25.7. 25.5 Subject to these Articles, for so long as AK is serving as the executive chairman of instructions from Caduceus the Company (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed DesigneesExecutive Chairman”), he shall be entitled to nomination for election as a Director at any meeting of members called for the purpose of electing Directors. 25.6 Prior to the third anniversary of the date of adoption of these Articles, if AK is not serving as the Executive Chairman, Grupo VM and/or the Independent Directors may submit the names of one or more Person(s) to the Nominating and Corporate Governance Committee for consideration to be appointed as a Director and act as the Executive Chairman. Such Replacement Designees The Nominating and Corporate Governance Committee shall evaluate the qualifications of each such Person to serve until as a Director and the Company’s next ensuing annual general meeting Executive Chairman and, at following such meeting and each subsequent, annual general meeting of the Companyevaluation, shall be included on management’s slate of nominees for election make a recommendation to the Board of Directors. The parties agree that for action by the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements requisite approval of the Business Corporations Act entire Board as to such Person under paragraph (British Columbia), and b) of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.Article 34.3

Appears in 1 contract

Samples: Business Combination Agreement (Globe Specialty Metals Inc)

Appointment of Directors. The Company hereby covenants and agrees In order that certain individuals designated by JANA as set xxxth below may join SITEL's Board of Directors (the "Board"), the Parties agree, provided with respect to take such action, promptly following the Closing DateSITEL's obligations in this Section 1 that there has been no material breach of this Agreement by JANA, as is necessary to foxxxxs: (a) (i) increase Kelvin C. Bxxxxx xxxxx xxxxgn from the number of positions Board, (ii) the Board shall appoint Stephen L. Xxx xx x Xlass II Director on the Board and (iii) the Board shall appoint Robert H. Gxxx xx x Xxxxx I Director on the Board. Such resignation and appointments shall be completed and effective no later than ten (10) business days (or such shorter period of Directors to seven time as the Parties may agree) after the date hereof. (b) Upon the earlier of (i) six (6) months from the date hereof and (ii) cause an individual designated by Caduceus (any such individual delivery of a “Purchaser Designee”) written request from JANA to be appointed to SITXX xnd the approval of a majority of the Board of Directors until such request (the next annual general meeting of "Kubat Resigxxxxxn Date"), (A) George J. Kxxxx xxxxx xxxxgn from the CompanyBoard and (B) the Board shall appoint Charles Penxxx xx x Xxxxx III Director on the Board to fill the resulting vacancy. The initial Purchaser Designee Such resignation and appointment shall be Xxxxx Xxxxxxxxcompleted and effective no later than five (5) business days (or such shorter period of time as the Parties may agree) after the Kubat Resigxxxxxn Date, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by such five (5) day time period shall be extended as necessary to allow the deathfollowing events to occur if: (x) JANA has nox xxt provided the Board with the information regarding Charles Penxxx xxxxxxxx xo be disclosed for board candidates in a proxy statement related to the election of such directors under the federal securities laws and allowed the Board at least ten (10) business days to review, resignation or removal of either or both (y) JANA has nox xxt provided evidence sufficient to allow the Board to determine in its good faith judgment that Stephen L. Xxx xx xxx of the Purchaser Designees other JANA Designxxx (as defined below) qualifies as an "audit committee financial expert" under applicable Securities and Exchange Commission (the "SEC") rules and allowed the Board at least ten (10) business days to review or (z) at least one JANA Designxx xetermined to be an "audit committee financial expert" pursuant to the preceding clause (y) (provided that the Board shall make such determination promptly and in good faith) has not yet informed the Board that he or she is willing and able to serve as the Chairman of SITEL's Audit Committee. The Parties will arrange for an in-person or telephonic meeting between members of the Board's Nominating/Corporate Governance Committee and Charles Penxxx xxxxxx xxxh period if such meeting has not already occurred prior thereto. (c) In the event that Charles Penxxx xx xxxxxxxng or unable to serve on the Board prior to his appointment thereof or is determined not to be an independent director pursuant to the New York Stock Exchange listing standards in the reasonable good faith judgment of the Board, JANA shall xxxxptly designate an individual with reasonably adequate business experience and of reasonably good reputation and character and such individual shall be promptly appointed within ten (10) business days of such designation (provided that such period shall be extended in the same manner provided for in paragraph (b) above as necessary) and such appointment shall be subject to the same right of replacement until such vacancy has been filled by pursuant to this Agreement. The individuals appointed to the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, pursuant to this Section 1 shall be included on management’s slate of nominees for election referred to herein as "JANA Designxxx". (d) Prior to the appointment to the Board of Directors. The parties agree the JANA Designxxx appointed pursuant to paragraph (a) above, the Board shall be permitted to reclassify, through a series of resignations and appointments to new classes, its existing directors to facilitate the appointment of each JANA Designxx xo the applicable class set forth in paragraphs (a) or (b) above, provided with respect to such reclassification that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements (i) only non-management members of the Business Corporations Act Board shall resign or be appointed, (British Columbiaii) no individual will be appointed who is not currently a member of the Board and (iii) directors will be allocated such that, following the appointment of the JANA Designxxx, the directors will be evenly divided among the three classes of directors on the Board. (e) The JANA Designxxx will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits as are applicable to the independent directors on the Board. (f) With respect to SITEL's next annual meeting after the date hereof (expected to be held in 2006) or any special meeting held prior thereto or in lieu thereof where the meeting agenda includes the election or re-election of one or more directors to the Board (the "2006 Shareholders Meeting"), the Board shall nominate each JANA Designxx xho has been appointed as a director in a class whose term expires at the 2006 Shareholders Meeting to continue serving as a director of such class and of recommend in SITEL's proxy statement for the Toronto Stock Exchange 2006 Shareholders Meeting and delivering at the 2006 Shareholders Meeting that shareholders vote for such JANA Designxx'x election. (g) The Board shall not change or revoke any recommendation referred to in paragraph (f) above or take any action inconsistent with such paragraph, and shall not, nor encourage any third party to, propose or recommend, any other matters related to the Company all documents required pursuant theretoBoard, including a personal information formits size and composition, at the 2006 Shareholders Meeting or any meeting of shareholders prior thereto. Nothing contained herein shall require SITEL to hold the 2006 Shareholders Meeting or to hold the 2006 Shareholders Meeting prior to any other meeting of shareholders where the election or re-election of directors is not on the agenda.

Appears in 1 contract

Samples: Board Appointment Agreement (Jana Partners LLC)

Appointment of Directors. The (a) From and after the Company hereby covenants obtaining the Stockholder Approval, Dong-A shall have the right, subject to the terms hereof, to designate for appointment to the Board that number of directors commensurate with Dong-A’s and agrees to take such actionits Affiliates’ collective Beneficial Ownership of the Company Common Stock outstanding, promptly following the Closing Date, as is necessary to (i) increase with the number of positions directors that Dong-A is entitled to designate rounded up to the nearest whole number (the “DA Designees”). Upon obtaining the Stockholder Approval, to the extent necessary to permit the designation of the DA Designees, the size of the Board shall be increased to that number of directors that would permit Dong-A to designate a number of directors to fill the vacancies created thereby that is commensurate with Dong-A’s and its Affiliates’ collective Beneficial Ownership of the Company Common Stock outstanding at such time (taking into account any DA Designees already serving on the Board at such time). By way of Directors example, if upon obtaining the Stockholder Approval, Dong-A and its Affiliates collectively Beneficially Own 46% of the Company Common Stock outstanding, and immediately prior to the Stockholder Approval the Board is comprised of seven (7) directors including one (1) DA Designee, the Company would be required to increase the size of the Board to twelve (12) directors and Dong-A would have the right to appoint five (5) DA Designees to fill the vacant Board seats resulting from such increase, such that, effective upon receipt of the Stockholder Approval, Dong-A would have the right to designate six (6) of twelve (12) directors constituting the Board. Effective upon obtaining the Stockholder Approval, the Board will be reclassified so that DA Designees shall be allocated to the classes of directors with the longest then-remaining terms under the Company’s certificate of incorporation and amended and restated bylaws. (b) With respect to the DA Designees, the Company shall take all Necessary Action to include in the slate of nominees recommended by the Nominating and Corporate Governance Committee and the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, and to solicit proxies or consents in favor thereof, the DA Designees, subject to the respective approval of such individual for nomination by the Nominating and Corporate Governance Committee and the Board, which approval shall not be unreasonably withheld, conditioned or delayed (subject to the last sentence of Section 2(d) and Section 2(e)); provided, however that (x) Dong-A shall confirm the number of shares of Company Common Stock Beneficially Owned by Dong-A and its Affiliates as of the record date for any such stockholder meeting so that Dong-A’s designation rights hereunder may be adjusted to reflect any increase or decrease in such Beneficial Ownership, and (iiy) Dong-A shall provide prompt written notice to the Company and the Board at such time that Dong-A’s and its Affiliates’ collective Beneficial Ownership decreases to an amount that is less than 5% of the Company Common Stock outstanding (the “Applicable Threshold”), at which time, upon the request of the Board, Dong-A shall promptly cause the DA Designees to resign effective immediately and Dong-A shall no longer have the right to designate any directors to the Board. For the avoidance of doubt, Dxxx-X acknowledges and agrees that this Agreement does not in any way restrict the Company’s rights with respect to calling and holding any annual meeting of stockholders, including the right of the Company to adjourn, postpone, recess or delay the date of such annual meetings consistent with applicable Law and the Board’s fiduciary duties. For so long as Dong-A Beneficially Owns shares of Common Stock in excess of the Applicable Threshold, the number of directors constituting the Board shall not be increased without Dong-A’s prior written approval. If any director other than DA Designees resigns and is not replaced by the Nominating and Corporate Governance Committee and the Board with thirty (30) days, the number of DA Designees shall be recalculated and if Dong-A is then entitled to fewer DA Designees, Dong-A shall cause such number of DA Designees to resign so that the number of DA Designees will be commensurate with Dxxx-A’s and its Affiliates’ collective Beneficial Ownership of the Company Common Stock outstanding at such time; provided that if a Company Director is later appointed to such vacant Board seat, Dong-A shall be entitled to designate an individual designated additional DA Designee to the Board. (c) Subject to Section 2(b) if a DA Designee (or any successor designee previously appointed pursuant to this Section 2(c)) dies, resigns, becomes incapacitated or is no longer able to serve as a member of the Board at any time, Dong-A shall be entitled to designate a replacement for such DA Designee, subject to the approval of such individuals by Caduceus the Board and the Nominating and Governance Committee of the Board, to hold office for the remaining unexpired term of the DA Designee (or any successor designee previously appointed pursuant to this Section 2(c)). The Company shall take Necessary Action to appoint such individual a “Purchaser Designee”) to be appointed successor designee to the Board in accordance with this Section 2(c) consistent with the Company’s certificate of Directors until the next annual general meeting incorporation, amended and restated bylaws and corporate governance principles. Any such successor designee who becomes a member of the Company. The initial Purchaser Board member pursuant to this Section 2(c) shall be deemed to be a “DA Designee” for all purposes under this Agreement. (d) Each DA Designee shall agree to be Xxxxx Xxxxxxxxbound by all policies, M.D. The Company further covenants guidelines, procedures and agrees codes of conduct generally applicable to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meetingnon-employee directors, and shall provide information with respect to recommend in the management information circular such DA Designee as would be required to be distributed disclosed in connection with the Shareholders’ Meeting that shareholders vote in favor solicitation of Xx. Xxxx’x electionproxies for the election of such DA Designee as a director pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required to be disclosed pursuant to the rules of any national securities exchange on which any securities of the Company are listed or over-the-counter market on which any securities of the Company are traded. The Company further covenants compensation (including equity-based compensation) and agrees thatrights to indemnity of, and reimbursement of expenses incurred by, the DA Designees that are members of the Board will be the same as those provided to other non-employee directors generally. When evaluating a prospective DA Designee for membership on the OrbiMed Purchasers Board, the Board and their Affiliates hold not less than 5,800,000 Sharesthe Nominating and Governance Committee shall apply the same review processes and standards as each of them, it respectively, applies to other prospective non-employee directors generally. (e) In the event that the Nominating and Governance Committee or the Board relies on any provision of this Section 2 to exclude any DA Designee from management’s slate of nominees (or otherwise take adverse action with respect to any such DA Designee, including failing to recommend the election of such DA Designee), the Nominating and Governance Committee and the Board shall include provide a detailed description of the two Purchaser Designees reasons for such exclusion and afford Dong-A a reasonable opportunity to select a replacement DA Designee for inclusion on management’s slate of nominees. (f) With respect to any nominees for election to nominated by the Nominating and Corporate Governance Committee and the Board who are not DA Designees, Dxxx-X agrees to vote in favor of Directors such nominees at each meeting of stockholders at which directors are elected. (g) For the avoidance of doubt, the rights of Dong-A pursuant to this Section 2 are personal to Dong-A and may not be transferred, assigned or otherwise disposed of, to any Person, by operation of law or otherwise. (h) If any director of the Company at who is not a DA Designee (any such director, a “Company Director”) resigns from or otherwise ceases to serve on the next ensuingBoard, (i) such Company Director’s replacement or successor shall be nominated by the Nominating and Governance Committee or the Board in accordance with the charter thereof (a “Replacement Company Director”) and (2) each subsequentDA Designee shall, annual general meeting subject only to the good faith exercise of such director’s fiduciary duties under applicable law, vote in favor of the Company; providedappointment of any Replacement Company Director to the Board. If a Replacement Company Director candidate is not appointed to the Board, however, that any vacancies created by the death, resignation including because one or removal of either or both more DA Designees fails to vote in favor of the Purchaser appointment of such Replacement Company Director, then the Nominating and Governance Committee or the Board will recommend additional candidates until a Replacement Company Director is appointed. (i) If any Company Director resigns from or otherwise ceases to serve on the Nominating and Governance Committee or the Board, such Company Director’s replacement or successor on the Nominating and Governance Committee or the Board shall be a Company Director and the DA Designees shall be promptly filled by approve the appointment of a Company Director to the Nominating and Governance Committee or the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at as such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formreplacement or successor.

Appears in 1 contract

Samples: Investor Rights Agreement (NeuroBo Pharmaceuticals, Inc.)

Appointment of Directors. The (a) Prior to the Closing, the Company hereby covenants and agrees to shall take such action, promptly following the Closing Date, as is all action necessary to increase the size of the Board up to 10 (ten) directors and to elect three (3) designees of the Purchaser to the Board. (b) At any time, in the Purchaser's reasonable determination and at the request of the Purchaser, (i) increase the number of positions on the Board of Directors to seven and Company shall nominate Brait Nominees (iias defined herein) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed for election or appointment to the Board of Directors until as part of the next management slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the annual general meeting election of directors, and shall provide the same support for the election of such Brait Nominee as it provides to other persons standing for election as directors of the Company as part of the Company. The initial Purchaser Designee 's management slate, (ii) the Company shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to not permit the removal of any of the Brait Nominees from the Board of Directors without the approval of the Company at the Shareholders’ MeetingPurchaser, and (iii) unless otherwise agreed to recommend in by the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor Purchaser, each committee of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors (including any executive committee, audit committee or compensation committee) shall contain a number of Brait Nominees (to the extent available), rounded upward to the nearest whole number, equal to the total number of directors on such committee multiplied by the percentage of the entire Board of Directors who are Brait Nominees. (c) The Company shall reimburse each Brait Nominee that serves as a director for all reasonable costs and expenses (including travel expenses) incurred in connection with such director's attendance at the next ensuing, and each subsequent, annual general meeting meetings of the Company; provided, however, that Board of Directors or any vacancies created by the death, resignation or removal committee of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” which such director serves. The Company shall indemnify and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at provide directors and officers liability insurance for each such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election director to the Board of Directorsmaximum extent permitted by law. The parties agree Company shall purchase additional policies or endorsements to existing insurance policies as are necessary to provide continuous directors and officers liability insurance coverage including coverage for claims asserted up to six years after the termination of such a policy that arise out of matters occurring prior to such policy terminations, as reasonably requested by the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formPurchaser.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Maitland Trustees LTD)

Appointment of Directors. The Company hereby covenants and agrees to take such action, promptly following the Closing Date, as is necessary to (i) increase TPG shall have the number right in its sole discretion to appoint two (2) Directors to the Board (the “Series A Directors”). The Ordinary Shareholders shall collectively have the right to appoint three (3) Directors to the Board (the “Ordinary Directors”). The Series A Directors will be entitled to be members of positions on all Board committees. The Ordinary Shareholders and TPG shall have the sole right to remove their respective nominees and to reappoint successor Directors. To the extent required by Applicable Law, the Shareholders shall vote the shares owned by them to elect the Series A Directors and the Ordinary Directors. If there is a vacancy in the membership of the Board of Directors at any time, whether due to seven and death, resignation, removal or some other cause, the Shareholders shall cause that vacancy to be filled by a person selected by the Party or Parties hereto that originally nominated the predecessor Director. (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until the next annual general meeting of the CompanyIn accordance with Section 9.2(b)(i): Mr. Sing Wang and Xx. The initial Purchaser Designee Xxxxxxxx Xxxx shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of initial Series A Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, and the other Shareholders hereby acknowledge and agree to such appointment. Mr. Michael Xxx Xxx, Xxx. Xxxxxxx Xxxx and Xx. Xxxx Xxxxx Hui shall be included on management’s slate the initial Ordinary Directors of nominees for election the Company, and the other Shareholders hereby acknowledge and agree to such appointment. (iii) TPG Biotech shall have the right to designate one board observer (the “Observer”), who shall have the right to attend all meetings of the Board and all committees and subcommittees thereof in a non-voting, observer capacity. The Company shall ensure that the Observer receives copies of all notices, minutes, consents, and other materials that are provided to the Board of Directors at the same time and in the same manner as provided to the Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements . (iv) Each of the Business Corporations Act (British Columbia)PRC Subsidiaries shall establish a board of directors whose size and composition mirrors that of the Board, and each of TPG and TPG Biotech shall have the Toronto Stock Exchange and delivering right to appoint one (1) director to the Company all documents required pursuant thereto, including a personal information formboard of directors of each respective PRC Subsidiary (provided that such appointment complies with PRC law).

Appears in 1 contract

Samples: Investors’ Rights Agreement (ShangPharma Corp)