Board Designees Clause Samples
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Board Designees. (a) The Company and each Principal Stockholder will use reasonable best efforts, including taking all Necessary Action, to cause the Board to cause the following nominees to be elected to serve as directors on the Board:
(i) if Riverstone and their Affiliates collectively Beneficially Own at least 30% of the outstanding shares of Common Stock, up to four nominees designated by Riverstone;
(ii) if Riverstone and their Affiliates collectively Beneficially Own less than 30% but at least 20% of the outstanding shares of Common Stock, up to two nominees designated by Riverstone; and
(iii) if Riverstone and their Affiliates collectively Beneficially Own less than 20% but at least 10% of the outstanding shares of Common Stock, up to one nominee designated by Riverstone. For the avoidance of doubt, the rights granted to Riverstone to designate members of the Board are additive to, and not intended to limit in any way, the rights that Riverstone or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above will include (A) including the persons designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual as a Riverstone Director pursuant to this Agreement.
(b) At any time the members of the Board are allocated among separate classes of directors, (i) the directors designated by Riverstone pursuant to this Section 2.1 (the
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. (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. 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 parties shall cause the Board of Directors of EOS (the “Board”) immediately following the Closing to consist of N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
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. 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. (a) Until (i) the date on which the Investors cease to Beneficially Own (in the aggregate) at least 10% of the Outstanding Shares, the Investors will be entitled to designate one designee to be nominated by the Company to serve as a director of the Company and (ii) the date on which the Investors cease to Beneficially Own (in the aggregate) at least 20% of the Outstanding Shares, the Investors will be entitled to designate a total of two designees (such individuals, the “Board Designees”) to be nominated by the Company to serve as directors of the Company. The Investors agree that, without the consent of the Company, they will not nominate more than one Board Designee who is a United States citizen or resident. The Company will take all actions necessary to provide the Investors with the representation on the Board contemplated by this Section 2.1, including (A) causing the Board Designees to be included in the slate of nominees recommended by the Board to the Shareholders for election as directors, (B) causing the election of such Board Designees, including using its reasonable efforts to cause officers of the Company who hold proxies (unless otherwise directed by the Shareholder submitting such proxy) to vote such proxies in favor of the election of such Board Designees, and (C) using the same efforts to cause the Board Designees to be elected to the Board as it uses to cause other nominees of the Board to be elected.
Board Designees. Following the Closing and for as long as the Buyers and/or their affiliates hold (i) between 7.5% and 14.9% of the then outstanding Common Stock, the Buyers shall have the right to appoint one (1) nominee to become a member of the Company’s Board of Directors reasonably acceptable to the Nominating and Corporate Governance Committee of the Company’s Board of Directors (the “Governance Committee”) or (ii) hold at least 15.0% of the then outstanding Common Stock, the Buyers shall have the right to appoint two (2) nominees to become members of the Company’s Board of Directors reasonably acceptable to the Governance Committee. Notwithstanding anything to the contrary contained in this Agreement, the Articles of Incorporation, as amended, of the Company, or the Bylaws of the Company, as amended, following the Closing and thereafter for as long as the Buyers have the right to appoint directors pursuant to this Section 5.5, the Company’s Board of Directors shall be comprised of no more than nine (9) directors, including any representatives appointed by Buyers pursuant hereto. Such reduction in the number of the directors from eleven (11) to nine (9) shall be effected by the Company prior to or at the Company’s annual shareholder meeting to be held in 2008.