Common use of Appointment of Investor Director Clause in Contracts

Appointment of Investor Director. (a) As soon as practicable after the Initial Closing (as such term is defined in the Securities Purchase Agreement), the Company shall appoint (such appointment, the “Initial Appointment”) to the Board Xxxxxxx Xxx, who has been nominated by the Investor (the “Investor Nominee”). Following the Initial Closing, the Board shall consist of no more than seven directors, one of whom shall be the Investor Nominee. (b) Following the Initial Appointment, for so long as the Investor owns not less than 10% of the issued and outstanding Common Stock, the Board of Directors shall take all reasonable action such that the Investor Nominee shall be appointed, nominated and elected to, and serve as a member of, the Board. Without limiting the foregoing: (a) in connection with each annual meeting or special meeting of stockholders at which directors will be elected, the Board shall nominate for election, shall recommend the election of, shall solicit proxies and campaign for the election of and shall otherwise use (and shall cause the Company to use) its best efforts to ensure the election of the Investor Nominee; (b) the Company’s nominating and corporate governance committee, if any, shall recommend to the Board that the Investor Nominee be included in the slate of nominees recommended by the Board to the stockholders for election as directors at each annual and special meeting of stockholders at which directors will be elected; (c) Investor Director shall be appointed to each committee of the Board; and (d) in the event that the Investor Director shall cease to serve as a Director for any reason, the vacancy resulting thereby shall be filled promptly by appointment to the Board of a successor Investor Nominee (it being agreed that if an Investor Director resigns due to his/her failure to receive sufficient votes to be elected, the Board shall fill the vacancy with a different individual designated by the Investor and that if a Investor Nominee is not elected following an election contest, the Board will expand the size of the Board and appoint a different individual designated by the Investor to fill the newly created vacancy) reasonably acceptable to the Company. At each annual meeting of stockholders of the Company, or at any other meeting of the stockholders of the Company, at which the stockholders will consider and act upon a proposal to withhold votes from, remove or replace the Investor Director as a member of the Board or to withhold votes from the election of such Investor Director, the Company and the Directors shall take all reasonable action for the purpose of defeating such effort, including actively soliciting proxies and campaigning in opposition to any such proposal or withhold campaign. The rights herein of the Investor to nominate an Investor Director, and the obligations of the Company, the Board, any committee of the Board and the Investor as provided in this Section 8 with respect to the Investor Director, shall not be affected, limited or modified by any change in the size or classification of the Board.

Appointment of Investor Director. (a) As soon as practicable after The Company and each Founder Party irrevocably and unconditionally hereby covenants and agrees that it will cause, and take all actions within its power and control, including but not limited to taking the Initial Closing (as such term is defined actions under Clause 2.2, to procure that from the date hereof and until the occurrence of any of the Termination Events one director designated in the Securities Purchase Agreement), the Company shall appoint (such appointment, the “Initial Appointment”) to the Board Xxxxxxx Xxx, who has been nominated writing by the Investor (the “Investor NomineeDirector”). Following the Initial Closing, ) shall be nominated and elected to the Board shall consist at any time during the period from the date of no more than seven directors, one of whom shall be this Deed and (subject to Clause 2.7) at any time that the Investor Nominee. (b) Following the Initial Appointment, for so long as the Investor owns not and its Affiliates own no less than 10a number of Ordinary Shares, including without limitation Ordinary Shares represented by any ADSs, that represent 8% of the issued and outstanding Common Stock, the Board of Directors shall take all reasonable action such that the Investor Nominee shall be appointed, nominated and elected to, and serve as a member of, the Board. Without limiting the foregoing: Pro Forma Share Capital: (a) in connection with each annual meeting or special meeting of stockholders at which directors will be elected, the Board shall nominate for election, shall recommend the election of, shall solicit proxies and campaign for the election of and shall otherwise use (and shall cause the Company to use) its best efforts to ensure the election of the Investor Nominee; (b) the Company’s nominating and corporate governance committee, if any, shall recommend to the Board that the Investor Nominee be included in the slate of nominees recommended by the Board to the stockholders for election as directors at each annual and special meeting of stockholders at which directors will be elected; (c) Investor Director shall be appointed nominated and elected to each the Board and to any executive or management committee of the Board; and and (db) in the event that the Investor Director shall cease to serve Founder leaves his position as a Director for any reason, the vacancy resulting thereby shall be filled promptly by appointment to the Board of a successor Investor Nominee (it being agreed that if an Investor Director resigns due to his/her failure to receive sufficient votes to be elected, the Board shall fill the vacancy with a different individual designated by the Investor chairman and that if a Investor Nominee is not elected following an election contest, the Board will expand the size of the Board and appoint a different individual designated by the Investor to fill the newly created vacancy) reasonably acceptable to the Company. At each annual meeting of stockholders chief executive officer of the Company, or at ceases to be responsible for the overall management of the Company or any of his material duties or responsibilities are assigned to any other meeting person, including but not limited to by reason of his death, disability, retirement, termination of employment, or amendment of the stockholders terms of his employment as chief executive officer (the Company“Founder Departure”), at which the stockholders will consider and act upon a proposal to withhold votes from, remove or replace Company shall (i) notify the Investor Director within 10 days thereof, (ii) procure that a representative designated by the Investor be appointed as a member of the Board nomination committee or to withhold votes from the election of such Investor Director, the Company and the Directors shall take all reasonable action for the purpose of defeating such effort, including actively soliciting proxies and campaigning in opposition to any such proposal or withhold campaign. The rights herein of the Investor to nominate an Investor Director, and the obligations of the Company, the Board, any other committee of the Board authorized to appoint his successor or any person assuming any of his material duties or responsibilities, and (iii) promptly (and no later than the time such information is provided to any other members of the Board or its nomination committee) share with Investor as provided in this Section 8 Director all relevant information with respect to any potential candidates provided to any other members of the Board or its nomination committee. (c) at the Investor’s expense, the Investor DirectorDirector shall have the right to be accompanied to any Board and, shall not be affectedif applicable, limited committee meetings by a translator of his or modified by any change in the size or classification of the Boardher choice.

Appointment of Investor Director. The Company agrees with the Investor as follows: (a) As soon as practicable From and after the Initial Closing date hereof until the Expiration Date, the Investor may nominate one director (an "Investor Director") to be elected to the Board of Directors of the Company (the "Board"). Any such nominee for Investor Director shall be subject to (a) the reasonable approval of the Board's Nominating and Corporate Governance Committee (the "Governance Committee") (such approval not to be unreasonably withheld, conditioned or delayed), and (b) satisfaction of all legal and governance requirements regarding service as a director of the Company; provided, that the Company shall at the reasonable request of the Investor, so long as such request is not inconsistent with applicable law or stock exchange requirements, amend or modify any such requirements so as not to in any way impede the right of the Investor to nominate a director. The Company from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall, if necessary, be increased such that there are sufficient seats on the Board for the Investor Director to serve on the Board, effective as of the date hereof (or, if later, then the date that the Investor determines to appoint such Investor Director). Each Investor Director appointed pursuant to this Section 9 shall continue to hold office until such Investor Director's term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 9(c) . (b) Prior to the Expiration Date, at each meeting of the Company's stockholders at which the election of an Investor Director is defined to be considered, the Company shall, subject to the provisions of Section 9(a) and Section 9(c), nominate the Investor Director designated by the Investor for election to the Board by the holders of voting capital stock and solicit proxies from the Company's stockholders in favor of the Securities Purchase Agreementelection of Investor Directors. Subject to the provisions of Section 9(a) and Section 9(c), the Company shall appoint (such appointment, use all reasonable best efforts to cause the “Initial Appointment”) Investor Director to be elected to the Board Xxxxxxx Xxx, who has been nominated by the Investor (the “Investor Nominee”). Following the Initial Closing, the Board shall consist including voting all unrestricted proxies in favor of no more than seven directors, one of whom shall be the Investor Nominee. (b) Following the Initial Appointment, for so long as the Investor owns not less than 10% of the issued and outstanding Common Stock, the Board of Directors shall take all reasonable action such that the Investor Nominee shall be appointed, nominated and elected to, and serve as a member of, the Board. Without limiting the foregoing: (a) in connection with each annual meeting or special meeting of stockholders at which directors will be elected, the Board shall nominate for election, shall recommend the election of, shall solicit proxies and campaign for the election of and shall otherwise use (and shall cause the Company to use) its best efforts to ensure the election of the Investor Nominee; (b) the Company’s nominating and corporate governance committee, if any, shall recommend to the Board that the Investor Nominee be included in the slate of nominees recommended by the Board to the stockholders for election as directors at each annual and special meeting of stockholders at which directors will be elected; (c) Investor Director shall be appointed to each committee of the Board; and (d) in the event that the Investor Director shall cease to serve as a Director for any reason, the vacancy resulting thereby shall be filled promptly by appointment to the Board of a successor Investor Nominee (it being agreed that if an Investor Director resigns due to his/her failure to receive sufficient votes to be elected, the Board shall fill the vacancy with a different individual designated by the Investor and that if a Investor Nominee is not elected following an election contest, the Board will expand the size of the Board and appoint a different individual designated by the Investor to fill the newly created vacancy) reasonably acceptable to the Company. At each annual meeting of stockholders of the Company, or at any other meeting of the stockholders of the Company, at which the stockholders will consider and act upon a proposal to withhold votes from, remove or replace the Investor Director as a member of the Board or to withhold votes from the election of such Investor Director and including recommending approval of such Investor Director, 's appointment to the Company Board) and shall not take any action which would diminish the Directors prospects of such Investor Director of being elected to the Board. (c) The right of the Investor to designate the Investor Director pursuant to Section 9(a) and Section 9(b) shall take all reasonable action for terminate on the purpose of defeating such effort, including actively soliciting proxies and campaigning in opposition to any such proposal or withhold campaignExpiration Date. The rights herein If the right of the Investor to nominate an Investor DirectorDirector terminates pursuant to the immediately preceding sentence, and the obligations then any Investor Director shall promptly submit his or her resignation as a member of the Company, Board and each applicable committee thereof with immediate effect. (d) Any elected Investor Director may resign from the Board at any time by giving written notice to the Board. Any such resignation shall be effective without acceptance when the notice is given to the Board, unless a later effective time is specified in the notice. (e) So long as the Investor retains the right to designate an Investor Director, the Company shall use all reasonable best efforts to remove such Investor Director only if so directed in writing by the Investor. (f) In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of term of office of an Investor Director nominated by the Investor, the Company shall use all reasonable best efforts to fill such vacancy with a representative designated by the Investor as provided hereunder, to serve until the next annual or special meeting of the stockholders (and at such meeting, such representative, or Exhibit 10.25 another representative designated by the Investor, will be elected to the Board in the manner set forth in Section 9(b)). (g) The Investor Director or the Board Observer (as defined below), if any, shall be entitled to reimbursement of reasonable expenses incurred in such capacities, but shall not otherwise be entitled to any compensation from the Company in such capacities as Investor Director or Board Observer. (h) Until the Expiration Date, if the Investor shall not have elected to appoint an Investor Director pursuant to Section 9(a), the Investor shall have the right to appoint a non-voting observer (the "Board Observer ") to attend all meetings of the Board as an observer. The Board Observer shall not attend executive sessions or committee meetings without the consent of the majority of the members of the Board or committee members; provided that the Board Observer shall be entitled to attend all meetings of the Audit Committee. The Board Observer shall be entitled to notice of all meetings of the Board and the Investor Audit Committee in the manner that notice is provided to members of the Board or the Audit Committee, as applicable, shall be entitled to receive all materials provided to members of the Board and the Audit Committee, shall be entitled to attend (whether in this Section 8 person, by telephone, or otherwise), subject to the restriction set forth in the immediately preceding sentence, all meetings of the Board and the Audit Committee as a non-voting observer. Notwithstanding anything herein to the contrary, if, in the reasonable judgment of counsel to the Company, acting in good faith, the receipt of information by the Board Observer or the attendance by the Board Observer at any portion of a Board meeting would result in a waiver of the attorney-client privilege of the Company with respect to a particular matter, then the Investor DirectorBoard Observer will take such reasonable action, shall not including recusing himself or herself from such portion of such meeting, as may be affected, limited or modified by any change necessary in the size or classification judgment of counsel to the BoardCompany to protect the Company's attorney-client privilege.

Appointment of Investor Director. (a) As soon as practicable after Upon the Initial Closing Effective Time of the Merger (as such term is defined in the Securities Purchase Merger Agreement), the Company shall appoint (such appointment, the “Initial Appointment”) to the Board Xxxxxxx SxxxXxx Xxx, who has been nominated by the Investor (the “Investor Nominee”). Following the Initial ClosingMerger, the Board shall initially consist of no more than seven directors, one of whom shall be the Investor Nominee, which maybe increased or decreased from time-to-time in the future as the Board determines. (b) Following the Initial Appointment, for so long as the Investor owns not less than 10% of the any issued and outstanding Common StockOrdinary Shares, the Board of Directors shall take all reasonable action such that the Investor Nominee shall be appointed, nominated and elected to, and serve as a member of, the Board. Without limiting the foregoing: (a) in connection with each annual meeting or special meeting of stockholders at which directors will be elected, the Board shall nominate for election, shall recommend the election of, shall solicit proxies and campaign for the election of and shall otherwise use (and shall cause the Company to use) its best efforts to ensure the election of the Investor Nominee; (b) the Company’s nominating and corporate governance committee, if any, shall recommend to the Board that the Investor Nominee be included in the slate of nominees recommended by the Board to the stockholders for election as directors at each annual and special meeting of stockholders at which directors will be elected; (c) Investor Director shall be appointed to each committee of the Board; and (d) in the event that the Investor Director shall cease to serve as a Director for any reason, the vacancy resulting thereby shall be filled promptly by appointment to the Board of a successor Investor Nominee (it being agreed that if an Investor Director resigns due to his/her failure to receive sufficient votes to be elected, the Board shall fill the vacancy with a different individual designated by the Investor and that if a Investor Nominee is not elected following an election contest, the Board will expand the size of the Board and appoint a different individual designated by the Investor to fill the newly created vacancy) reasonably acceptable to the Company. At each annual meeting of stockholders of the Company, or at any other meeting of the stockholders of the Company, at which the stockholders will consider and act upon a proposal to withhold votes from, remove or replace the Investor Director as a member of the Board or to withhold votes from the election of such Investor Director, the Company and the Directors shall take all reasonable action for the purpose of defeating such effort, including actively soliciting proxies and campaigning in opposition to any such proposal or withhold campaign. The rights herein of the Investor to nominate an Investor Director, and the obligations of the Company, the Board, any committee of the Board and the Investor as provided in this Section 8 4 with respect to the Investor Director, shall not be affected, limited or modified by any change in the size or classification of the Board.