Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. A...
Board Designees. The REIT I Designees shall have been elected to the REIT II Board effective as of the REIT Merger Effective Time.
Board Designees. The parties hereto acknowledge and affirm that the Buyers shall have the right to appoint members of the Company’s Board of Directors as set forth in Section 5.5 of the August 2007 Securities Purchase Agreement.
Board Designees. The parties shall cause the Board of Directors of EOS (the “Board”) immediately following the Closing to consist of Nxxxxxx Xxxxxxxx.
Board Designees. After the Closing Date, the Company agrees that it will appoint to its Board of Directors two directors designated in writing by OurCrowd Digital Health L.P. (such designee and as such designee may be replaced as provided herein, the “Designee”) within five days of such designation. The Board of Directors shall appoint two (2) Designees to serve as members of the Company’s Nominating and Corporate Governance Committee, provided that such appointments comply with the rules of the applicable Trading Market and that such Designees remain members of the Board of Directors, and provided further that the Nominating and Corporate Governance Committee shall consist of four (4) members and that any deadlock will be cured by a majority vote of the full Board of Directors. From the date hereof until the date that is the 24 month anniversary of the Closing, or the 36 month anniversary of the Closing in the event of a Purchaser Directed Investment, the Company shall continue to recommend to its stockholders that it elect the two of the Designees to serve as directors on the Company’s Board. Thereafter, subject to the paragraph below, for so long as OurCrowd Digital Health L.P.
(i) retains beneficial ownership of at least thirteen (13%) of the issued and outstanding shares of the Company’s Common Stock then the Company shall continue to recommend to its stockholders that it elect the two of the Designees to serve as directors on the Company’s Board, and (ii) retains at beneficial ownership of at least five percent (5%) of the issued and outstanding shares of the Company’s Common Stock, then the Company shall continue to recommend to its stockholders that it elect one of the Designees to serve as a director on the Company’s Board. The Company further agrees that it will not take action to remove, or recommend the removal of, the Designee without cause therefore. Upon any removal or resignation of the Designee, the Company shall, within five days of the receipt of written notice from OurCrowd Digital Health L.P. of the identification of a replacement designee, appoint to fill the vacancy so created with such replacement designee subject to the paragraph below. The Designee, once a Director of the Company, shall be entitled to all of the rights enjoyed by other non-employee Directors of the Company, including receipt of information, reimbursement of expenses and coverage under applicable director and officer insurance policies. Further, OurCrowd Digital Health L.P. agrees ...
Board Designees. The respective Boards of Directors of GJM and TPEG shall have each submitted their list of TPEG Board Designees and shall have agreed in writing to their joint TPEG Board Designee in accordance with the provisions of Section 1.4 by not less than three (3) days prior to the Effective Time.
Board Designees. Four individuals designated by Purchaser ---------------- pursuant to Section 4.1 of the Shareholders Agreement to serve as members of the Board of Directors shall have been duly elected or appointed to the Board of Directors and shall not have been removed other than at the direction of Purchaser.
Board Designees. (a) The Company, Kxxxxxx, Bristol and the Prairie Members will, and Kxxxxxx and Bristol will cause the other Bristol Parties to, use reasonable best efforts, including taking all Necessary Action, to cause the Board to cause the following nominees to be elected to serve as director on the Board:
(i) for so long as Bristol, Kxxxxxx and their respective Affiliates collectively Beneficially Own at least 50% of the number of shares of Common Stock collectively Beneficially Owned by such parties as of the Effective Date, up to one (1) nominee designated by Bristol and Kxxxxxx, collectively (the “Bristol Director”);
(ii) for so long as the Prairie Members and their Affiliates collectively Beneficially Own at least 50% of the number of shares of Common Stock collectively Beneficially Owned by such parties as of the Effective Date, up to four (4) nominees designated by the Prairie Members (each, a “Prairie Director”);
(iii) for so long as the Prairie Members and their Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the number of shares of Common Stock collectively Beneficially Owned by such parties as of the Effective Date, up to three (3) nominees designated by the Prairie Members;
(iv) for so long as the Prairie Members and their Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the number of shares of Common Stock collectively Beneficially Owned by such parties as of the Effective Date, up to two (2) nominees designated by the Prairie Members; and
(v) for so long as the Prairie Members and their Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the number of shares of Common Stock collectively Beneficially Owned by such parties as of the Effective Date, up to one (1) nominees designated by the Prairie Members.
(b) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of a Bristol Director or a Prairie Director, then (i) Bristol and Kxxxxxx, with respect to a vacancy created by the death, disability, resignation or removal of a Bristol Director, or (ii) the Prairie Members, with respect to a vacancy created by the death, disability, resignation or removal of a Prairie Director, will be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of Bristol and Kxxxxxx or the Prairie Members, as applicable, immediately following the filling of such ...
Board Designees. Each of the Board Designees shall have been appointed to the Parent Board of Trustees effective as of the Merger Effective Time.
Board Designees. The parties hereto acknowledge and affirm that the Buyers shall continue to have the rights and the Company shall continue to have the obligations as set forth in Section 5.5 of the Initial Securities Purchase Agreement with respect to the Company’s Board of Directors.
