Board Designee. The Purchaser and the Company agree that as soon as practicable following the final adjournment of the 2013 annual meeting of the Company’s stockholders (and in no event later than July 30, 2013) but subject to this Article 5, the Board will increase the size of the Board to nine members and appoint a designee of Purchaser to fill the newly created directorship on the Board as a Class II director, whose term shall expire at Plug Power’s 2016 annual meeting of stockholders (the “Purchaser Designee”). If, following election to the Board, any Purchaser Designee shall resign or be removed or be unable to serve for any reason prior to expiration of his term, the Purchaser shall notify the Board of a replacement Purchaser Designee and the Board shall take all necessary action to cause such replacement to be elected or appointed to fill the unexpired term of the previous Purchaser Designee. The Company agrees that, upon expiration of the term of the Purchaser Designee, the Board shall re-nominate and use its best efforts to obtain the election of the individual serving as such Purchaser Designee (or another individual designated by the Purchaser to serve as such Purchaser Designee), but only if as of the date the Board makes its nomination decision the Purchaser Parties hold shares of Preferred Stock or collectively beneficially own shares of Common Stock representing at least (a) 5% of the total outstanding shares of Common Stock or (b) 50% of the shares of Common Stock held by the Purchaser on an as-converted basis immediately following the Closing (as adjusted for future stock splits, reverse stock splits, stock dividends, reclassifications, reorganizations, or similar events); provided that the Board shall not be required to make such re-nomination if as of the date the Board makes its nomination decision the Purchaser Parties no longer hold any shares of Preferred Stock and collectively beneficially own shares of Common Stock representing less than (x) 5% of the total outstanding shares of Common Stock and (y) 50% of the shares of Common Stock held by the Purchaser on an as-converted basis immediately following the Closing (as adjusted for future stock splits, reverse stock splits, stock dividends, reclassifications, reorganizations, or similar events). At such time as the Purchaser Designee becomes a director of the Company, such Purchaser Designee shall agree in writing to be bound by the terms and conditions of all of the Company’s policies applicable to ...
Board Designee. For so long as the Investors continue to hold at least a majority in principal amount of the outstanding Notes, the Lead Placement Agent shall be entitled to nominate one member of the Company’s Board of Directors (the “Designee”). The Designee shall: (i) have experience serving on the board of directors of a public company or have comparable experience, (ii) be qualified to serve on the audit committee of the Company’s Board of Directors, (iii) be able, consistent with his or her other business activities, to dedicate reasonably sufficient time to the fulfillment of his or her duties to the Company and (iv) shall be an “independent” director as defined under Nasdaq Marketplace Rules. The Lead Placement Agent will have the right to remove the Designee and to fill any vacancy resulting from a Designee ceasing to be a member of the Company’s Board of Directors for any reason.
Board Designee. For a period of five years from the Effective Date, the Company will appoint a designee of EBC (reasonably acceptable to the Company) as a member of the Board of Directors of the Company. Such designee shall receive no more or less compensation than is paid to other non-management directors of the Company (excluding the Chairman of the Audit Committee) and shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in attending such meetings, including but not limited to food, lodging and transportation. To the extent permitted by law, the Company will agree to indemnify EBC and its designee for the actions of such designee as a director of the Company. In addition, the Company will obtain and maintain a liability insurance policy affording coverage for the acts of its officers and directors in an amount not less than $3,000,000 and will include EBC's designee as an insured under such policy. If EBC has not exercised its option to designate a member of the Company's Board of Directors, EBC shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors. The Company agrees to give EBC written notice of each such meeting and to provide EBC with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors, and reimburse the representative of EBC for its reasonable out-of-pocket expenses incurred in connection with its attendance at the meeting, including but not limited to, food, lodging and transportation and any fees paid to the directors for attending such meeting.
Board Designee. Effective immediately after the Closing, Purchaser shall have the right to designate, and the Company shall appoint an individual designated by the Purchaser (the “Purchaser Designee”), who shall serve on the Board until the 2013 Annual Meeting of Shareholders (the “2013 Annual Meeting”). For the 2013 Annual Meeting and each annual meeting thereafter during the Term, the Board shall nominate and recommend the Purchaser Designee as a director nominee to serve on the Board until the next annual meeting and shall include such nomination in the Company’s proxy statement for the 2013 Annual Meeting and each annual meeting thereafter, provided that the election of the Purchaser Designee is subject to shareholders’ approval. Should at any time there become a vacancy on the Board as a result of (1) the resignation, death or removal of the Purchaser Designee or (2) such Purchaser Designee failing to obtain the requisite approval of the Company’s shareholders at any annual or special meeting of the Company’s shareholders and where no other individual is elected to such vacancy, Purchaser shall have the right to designate an individual to fill such vacancy, and the Company shall take such actions necessary to appoint, such individual to the Board. The Company shall have taken all actions necessary at or prior to the Closing to ensure there is a vacancy on the Board as of the Closing to permit the appointment of the Purchaser Designee to the Board as of the Closing.
Board Designee. The Subscriber agrees that the Placement Agent shall have the right, on behalf of the Subscribers, to choose the individual designee to the Company's board of directors which the investors in the Placement have the right to designate under the terms described in the Memorandum. The Subscriber hereby authorizes the Placement Agent to make that choice unless and until the Required Holders (as defined in Section 5.2 hereof) advise the Placement Agent or the Company in writing of their choice of an alternate designee.
Board Designee. (a) Sailing shall have the right to nominate pursuant to the terms and subject to the conditions of this Section 5.2 one nominee to the Board of Directors (the “Board Designee”). Such nominee shall (i) be qualified and suitable to serve as a member of the Board of Directors under all applicable corporate governance policies or guidelines of the Company and the Board of Directors and applicable legal, regulatory and stock market requirements, (ii) meet the independence requirements with respect to the Company of Section 5605(a)(2) of the Rules of the Nasdaq Stock Market or any other stock exchange on which the Common Stock may be listed in the future, and (iii) be acceptable to the Board of Directors (including the Nominating and Corporate Governance Committee of the Board of Directors) in its good faith discretion. The Board of Directors and the appropriate committees of the Board of Directors shall conduct the consideration of the qualifications, suitability and independence of a Board Designee, and make any determinations with respect thereto, in a manner consistent with considerations and determinations in respect of other members of the Board of Directors. Sailing will take all necessary action to cause any nominee for Board Designee to make himself or herself reasonably available for interviews, to consent to such reference and background checks or other investigations and to provide such information (including information necessary to determine the nominee’s independence status under various requirements and institutional investor guidelines as well as information necessary to determine any disclosure obligations of the Company) as the Board of Directors or its Nominating and Corporate Governance Committee may reasonably request; provided, that in each such case, all interviews, investigations and information is generally required to be delivered to the Company by the outside directors of the Company. As of the date hereof, Sailing has designated Bosun S. Xxx as a nominee for Board Designee and therefore, no action by the Company and no adjustment to the Board of Directors will be required as of the Closing. Provided that the Board Designee then meets the requirements set forth in the second sentence of this Section 5.2(a) and the Purchasers, together with their Affiliated Entities, collectively, then Own at least 171,432 shares of Common Stock (as adjusted for any stock dividends stock splits, recapitalization, combinations, consolidations or the li...
Board Designee. During the period ending two years from the Initial Closing Date, the Company agrees to nominate a designee of the Placement Agent to the Company's Board of Directors. The Placement Agent shall also have the right to immediately appoint a majority of the Board of Directors if the Company fails to repay the Notes when due.
Board Designee. At all times during the Term, with respect to XJT and ExpressJet, and, with respect only to Holdings, when Continental has ceased to elect at least one director pursuant to its ownership of special voting preferred stock of Holdings, each of Holdings, XJT and ExpressJet agrees that it will endeavor to ensure that an individual designated from time to time by Continental (who shall not be a director, officer or employee of Continental) shall be a member of the board of directors of Holdings, XJT or ExpressJet, as the case may be. In furtherance of such endeavors, at the time of any nomination, appointment or election of any board member of Holdings, XJT or ExpressJet, when no Continental designee is a member of such board, and, with respect only to Holdings, when Continental has ceased to elect at least one director pursuant to its ownership of special voting preferred stock of Holdings, then Holdings, XJT or ExpressJet, as the case may be, shall nominate or appoint, as the case may be, an individual designated by Continental at such time and, in the event of a shareholders vote, shall recommend to shareholders such individual's election to the board. In addition, at any time when no Continental designee is a member of its board and at Continental's request, Holdings, XJT or ExpressJet, as the case may be, shall invite the individual designated by Continental at such time to attend all board meetings (including telephonic meetings) and review all actions taken without a meeting, and shall provide such individual, at the same time as provided to board members, all materials provided to board members in connection with such meetings or actions taken without a meeting.
Board Designee. The Company shall use its reasonable best efforts to cause FinSirton S.p.A. to enter an agreement with the Representatives whereby FinSirton S.p.A. agrees to vote its shares in favor of a designee of the Representatives who is reasonably acceptable to the Company as a member of the Board of Directors of the Company until the annual shareholders' meeting in April 2006. The Company further agrees, if requested by the Representatives, to convene a special meeting of shareholders for the purpose of electing such designee. Such designee (if elected as a director) shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in attending such meetings, including but not limited to food, lodging and transportation and such designee (if elected as a director) shall be entitled to receive compensation substantially equivalent to that of other non-management directors of the Company for serving on the Board and for serving on such committees of the board to which he or she is appointed. The Company will obtain and maintain a liability insurance policy affording coverage for the acts of its officers and directors in an amount not less than $5,000,000 and will include the Representatives' designee (if elected as a director) as an insured under such policy. Until such designee is elected, the Company agrees to permit an observer appointed by the Representatives to attend all board meetings and to give the Representatives (or their designated observer once designated) written notice of each such meeting and an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors.
Board Designee. For a period of three years from the Effective Date, the Company will appoint a designee of Maxim who is reasonably acceptable to the Company as a member of the Board of Directors of the Company. Alternatively, Maxim shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors. Such designee or representative, as the case may be, shall receive no more or less compensation than is paid to other non- management directors of the Company and shall be entitled to be reimbursed for all reasonable out-of-pocket expenses incurred in attending such meetings, including but not limited to food, lodging and transportation. The Company will obtain and maintain a liability insurance policy affording coverage for the acts of its officers and directors in an amount not less than $5,000,000 and will include Maxim’s designee as an insured under such policy. The Company agrees to give Maxim written notice of each such meeting and to provide Maxim with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the other directors.
