Board Member. Holding and Acquiror agree to cause the initial Board ------------ of Directors of Holding after the Effective Time to include one person who is currently employed by the Company (other than Messrs. Xxxxx and White) as an active broker of the Company.
Board Member. The Agency shall provide at least one (1) voting membership on its board of directors for a City-appointed representative for the duration of this Agreement. The City representative shall be a member of City staff and shall enjoy the same rights and privileges with regard to discussion and voting on issues before the board as other general members of the Agency board.
Board Member. 1115 The FIDO Alliance shall have Board Members. A Board Member must be a corporation, 1116 partnership, joint venture, trust, limited liability company, business association, governmental 1117 entity or other entity. All Board Members must execute a Membership Agreement and any 1118 relevant Attachments thereto and pay the fees called for in the Schedule of Fees and Dues. Once 1119 approved by the Board, all Board Members shall be entitled to all rights and bound to the 1120 obligations generally afforded and imposed upon all Members. In addition, Board Members shall 1121 be granted the specific additional rights stated in this Section 11.1 and shall be subject to the 1122 obligations stated in the Membership Agreement and any relevant Attachments thereto. 1123 Among other benefits specifically afforded to Board Members who remain in Good Standing are:
Board Member. For so long as Subscribers hold of record at least [***] of the shares of capital stock issued to Subscribers in accordance with this Section 4.2, DKFZ and UFE, acting jointly, shall have the right to appoint [***] to serve as a voting member of the Board, subject to the provisions of this Agreement or any voting or investors’ rights agreement to which Subscribers become a party, provided that at such time as Licensee has issued debt, equity, derivative or convertible securities in a financing of Licensee after the achievement of the Financing Threshold, such right to appoint such representative shall expire and service of such representative shall continue at the discretion of the Board and stockholders of Licensee.
Board Member. Licensor agrees that it shall appoint, upon Licensee’s request, a designee of the Licensee to the Board within the later of (x) ***** after the closing of the equity purchase pursuant to Section 8.11(a) or (y) Licensee’s request. Such designee may remain on the Board until the earlier of (i) *****, (ii) the termination or expiration of this Agreement, or (iii) the date Licensee and its Affiliates no longer own the preferred stock purchased pursuant to Section 8.11(a) or any of the shares issued upon conversion thereof. Licensee understands and agrees that the designee of the Licensee may not attend any portion of a Board meeting or receive certain Board materials if, on the advice of Licensor’s counsel, such designee’s participation or receipt of information would create an actual conflict of interest. The appointment of the Licensee’s designee to the Board will be subject to the same terms and conditions as Licensor’s existing Board members, with the exception that no cash, stock, stock options or other compensation will be provided to Licensee’s designee to the Board.
Board Member. The Board of Directors of the Company will have appointed a person designated by the Investor to the Board of Directors of the Company, effective as of Closing.
Board Member. The NEC shall provide one (1) voting membership on its board of directors for a City-appointed representative for the duration of this Agreement. The City representative shall be a member of City staff and shall enjoy the same rights and privileges with regard to discussion and voting on issues before the board as other general members of the NEC board.
Board Member. (1) The Investor shall have the right (but not the obligation) to designate one (1) nominee (the “Board Designee” ) with the same rights and entitlements as any other Board member of the Corporation for election or appointment to the Board from time to time and the Corporation will promptly recommend for election and, prior to a Liquidity Event, cause to be appointed, and, such right exercisable at the sole discretion of the Investor by delivery of notice in writing to the Corporation given in accordance with Section 7.02.
(2) Provided that the Investor gives notice of intent to appoint the initial Board Designee prior to a Liquidity Event, such Board Designee shall be appointed to the Board as promptly as practicable (and in any event within ten Business Days following receipt of notice of the identity of such Board Designee) pursuant to the power of the Board to appoint additional directors between shareholders meetings or to fill a vacancy on the Board.
(3) Prior to a Liquidity Event, the Investor must advise the Corporation of the identity of the Board Designee at least thirty (30) days prior to any meeting at which directors of the Corporation are to be elected, or within ten (10) days of being notified of the record date of any meeting if the record date is within forty-five (45) days of such meeting, failing which the incumbent Board Designee shall be nominated for re-election.
(4) If the Investor’s Ownership Percentage falls below 7.5%, then the Investor shall cause its Board Designee then elected or appointed to the Board to resign and such Investor will have no further entitlement hereunder to require the Corporation to nominate individuals for election or appointment to the Board. If within one year of the Investor’s Ownership Percentage falling below 7.5%, the Investor’s Ownership Percentage again becomes 7.5% or greater, the Investor’s rights under this Section 2.02 shall be reinstated.
(5) Following a Liquidity Event, upon receipt of a notice pursuant to Section 2.02(1), the Corporation shall include the Board Designee on any proxy for a meeting of shareholders at which directors are to be elected and recommend that Board Designee for election to the Board.
(6) If a Board Designee ceases to be a director of the Corporation for any reason, the Investor may nominate another Board Designee to fill the vacancy thereby created, and as promptly as practicable following that nomination (and in any event within ten Business Days following receipt of ...
Board Member. (a) As long as the Purchaser holds more than three and a half percent (3.5%) of the issued and outstanding shares of the Company, the Company will recommend to the shareholders of the Company prior to any general meeting of shareholders of the Company, at which directors may be proposed to be elected, to elect a representative of the Purchaser to the Board of Directors of the Company (the "Purchaser's Director") and will take all lawful actions to solicit such election.
(b) The Company shall notify the Purchaser of the proposed date for the Company's annual general meeting ("AGM") as soon as reasonably practicable but in any event not later than 21 days prior to the last day in each calendar year on which a shareholder may propose a nominee for election to the Board in accordance with Article 66(b) of the Company's Articles of Association. Purchaser will furnish the Company with the names and other information as is reasonably requested by the Company of the Purchaser's Directors, as will be proposed for election to the Board at the AGM, within 21 days after such notice. An individual designated by the Purchaser as a Purchaser's Director, other than any of Messrs. Stanley P. Gold, Michael Geiger, Robert G. Moskowitz, William Wynpexxx xx xxx Managixx Xxxxxxxx xx Sxxxxxxx Xxxxxxx Xxxisxxx, Xxx., xxxxx be subject to the approval of the Board, which approval shall not be unreasonably withheld or delayed. Purchaser agrees that in the event that the Board submits to the shareholders of the Company a proposal, which provides for an amendment to the Articles of Association of the Company increasing the number of directors constituting the Board to nine, to be considered for shareholder vote at the next occurring AGM in order to appoint an additional independent director as contemplated by Section 4.1 of the JVP Agreement, Purchaser agrees to vote all Ordinary Shares owned by it in favor of such amendment and the appointment of such director.
(c) If a vacancy is created due to the death, incapacitation or resignation of one of Purchaser's Director, the Company agrees to use its best efforts in causing the election of a substitute director, as designated by the Purchaser, to be placed on the agenda of the Company's next Board meeting.
(d) The Company agrees that all reasonable out-of-pocket costs and expenses incurred by Purchaser's Director in his capacity as a member of the Board shall be borne by the Company in accordance with the Company's reimbursement policy.
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Board Member. An option to purchase 70,000 shares of Common Stock of the Company with an exercise price equal to the fair market value of the Company’s Common Stock as of the date of grant (determined in accordance with the Company’s 2006 Stock Plan. The shares underlying such option will vest linearly and monthly over a four year period commencing on the Effective Date of this Agreement and continuing for as long as Dx. Xxxxxxx continues to be a member of the board of directors of the Company, except that (a) in the event of a Change of Control (as defined in 2(h)(ii) of this Agreement) that is consummated when Dx. Xxxxxxx a member of the board of directors of the Company, 50% of the then unvested shares underlying such option shall fully vest immediately prior to the consummation of such Change of Control; and (b) if at any time less than three (3) months prior to or within eighteen (18) months after a Change of Control Dx. Xxxxxxx is removed from the board of directors for a reason other than Cause (as defined in 2(h)(i) of this Agreement) all then unvested shares underlying such option shall vest immediately prior to the consummation of such Change of Control or upon such termination, as the case may be.
