Common use of Board Elections Clause in Contracts

Board Elections. The Company and the Board shall, subject to and consistent with the Board’s fiduciary duties and Applicable Law, take such actions as necessary to cause the Board Designees to be nominated and submitted to the stockholders of the Company for election to the Board, or appointed to the Board by the remaining members of the Board, as provided in Section 2.1(c)(v). The parties hereto agree that, when considering any Board Designee for nomination or approval for nomination to the Board or any nominating committee thereof, the party or parties entitled to such nomination shall take into account the same criteria (applying such criteria consistently with the Board’s and any such nominating committee’s prior application of such criteria) and use substantially the same procedures as the Board and any such nominating committee historically have considered and used in considering and vetting prior candidates for the Board, including the then-current members of the Board, including taking into account the independence and other corporate governance standards (including applicable to the members of any committee of the Board) of any National Securities Exchange on which the Company is then listed. Each Holder (whether in his, her or its capacity as a Holder, Director, member of a committee of the Board of Directors, Officer or otherwise) hereby agrees to take such actions as may be necessary or desirable within his, her or its control (including, in the case of a Holder, by voting all capital stock of the Company, including all Preferred Stock and Common Stock, owned by such Holder or over which such Holder has voting control) to remove any Director that was designated for election by a Designating Holder at the request and direction of such Designating Holder.

Board Elections. The Company and the Board shall, subject to and consistent with the Board’s fiduciary duties and Applicable Lawapplicable law, take such actions as necessary to cause the Board Designees to be nominated and submitted to the stockholders of the Company for election to the Board, or appointed to the Board by the remaining members of the Board, as provided in Section 2.1(c)(v2.1.3(b) or Section 2.1.3(c). The parties hereto agree that, when considering any Board Designee for nomination or approval for nomination to the Board or any nominating committee thereof, the party or parties entitled to such nomination shall take into account the same criteria (applying such criteria consistently with the Board’s and any such nominating committee’s prior application of such criteria) and use substantially the same procedures as the Board and any such nominating committee historically have considered and used in considering and vetting prior candidates for the Board, including the then-current members of the Board, including taking into account the independence and other corporate governance standards (including applicable to the members of any committee of the Board) of any National Securities Exchange on which the Company is then listed. Each Holder (whether in hisFor the avoidance of doubt, her or its capacity as a Holder, Director, member none of a committee the Holders shall have any right to remove any of the Board Designees from the Board, irrespective of Directors, Officer or otherwise) hereby agrees to take whether they nominated such actions as may be necessary or desirable within his, her or its control (including, in the case of a Holder, by voting all capital stock of the Company, including all Preferred Stock and Common Stock, owned by such Holder or over which such Holder has voting control) to remove any Director that was designated for election by a Designating Holder at the request and direction of such Designating HolderBoard Designee.

Board Elections. The Company and the Board shall, subject to and consistent with the Board’s 's fiduciary duties and Applicable Law, take such actions as necessary to cause the Board Designees to be nominated and submitted to the stockholders of the Company for election to the Board, or appointed to the Board by the remaining members of the Board, as provided in Section 2.1(c)(v). The parties hereto agree that, when considering any Board Designee for nomination or approval for nomination to the Board or any nominating committee thereof, the party or parties entitled to such nomination shall take into account the same criteria (applying such criteria consistently with the Board’s 's and any such nominating committee’s 's prior application of such criteria) and use substantially the same procedures as the Board and any such nominating committee historically have considered and used in considering and vetting prior candidates for the Board, including the then-current members of the Board, including taking into account the independence and other corporate governance standards (including applicable to the members of any committee of the Board) of any National Securities Exchange on which the Company is then listed. Each Holder (whether in his, her or its capacity as a Holder, Director, member of a committee of the Board of Directors, Officer or otherwise) hereby agrees to take such actions as may be necessary or desirable within his, her or its control (including, in the case of a Holder, by voting all capital stock of the Company, including all Preferred Stock and Common Stock, owned by such Holder or over which such Holder has voting control) to remove any Director that was designated for election by a Designating Holder at the request and direction of such Designating Holder.