Board Nomination Right. For so long as the Investor beneficially owns at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision of the Common Stock, or any other reclassification or other similar recapitalization after the date hereof), or such lesser number of shares of Common Stock which then constitute at least 10% of the Shares of Then Outstanding Common Stock, at each annual meeting of the stockholders of the Company or at any meeting of the stockholders of the Company at which members of the Board of Directors are to be elected, or whenever such action is to be taken by written consent for such purposes, the Company agrees to nominate for election one individual designated by the Investor (an “Investor Designee”) who shall be reasonably acceptable to the nominating and corporate governance committee of the Board of Directors (an Investor Designee who satisfied such requirements, a “Qualified Investor Designee”). The Investor’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. (the “Initial Designee”), whom the Company agrees is a Qualified Investor Designee. On or prior to the Closing Date, the Company shall take all actions necessary (including, if necessary, by approving an enlargement of its Board of Directors to create a vacancy thereon) to cause the appointment to the Board of Directors of the Initial Designee effective as of the Closing Date, and thereafter, for so long as the Investor’s board nomination right under this Section 2 continues, the Company will use its commercially reasonable efforts to cause the election and reelection of such individual to the Board of Directors for so long as he or she is a Qualified Investor Designee (including recommending that the Company’s stockholders vote in favor of the election of such an individual and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees), provided that if the Investor determines to designate a different individual (“Replacement Designee”) as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply to the Replacement Designee. If any Investor Designee vacates the Board of Directors, the Company shall take all actions necessary to cause the appointment to the Board of Directors of a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafte...
Board Nomination Right. Subject to Section 1.02, from the Effective Time until the termination of this Agreement in accordance with its terms:
Board Nomination Right. (a) From the Effective Time until the termination of this Agreement in accordance with Section 2.01, at every meeting of the board of directors of the Company (the “Board”), or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by the stockholders of the Company, the Sponsor shall have the right to appoint or nominate for election to the Board, as applicable, two (2) individuals, to serve as directors of the Company (any individual appointed or nominated by the Sponsor for election to the Board pursuant to this Section 1.01(a), a “
Board Nomination Right. (1) If, at any time following the Subscription Closing Date, the Investor’s Ownership Percentage increases to 12.5% or more, the Investor shall have the right (but not the obligation) to designate one (1) nominee to serve as a Director (such nominee, an “Investor Nominee”).
Board Nomination Right. (a) From the Effective Time until the termination of this Agreement in accordance with Section 2.1, at every meeting of the board of directors of the Company (the “Board”), or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by stockholders of the Company, the Sponsor shall have the right to appoint or nominate for election to the Board, as applicable, one (1) individual, to serve as director of the Company (the individual appointed or nominated by the Sponsor for election to the Board pursuant to this Section 1.1(a), a “Nominee”); provided, that such representative shall be reasonably acceptable to the Founders. At the Effective Time, the Nominee shall be Xxxxx XxXxx, who the Founders have confirmed as being reasonably acceptable to the Founders.
Board Nomination Right. (a) From the Effective Time until the termination of this Agreement in accordance with Section 2.01, at every meeting of the board of directors of the Company (the “Board”), or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by the stockholders of the Company, the Sponsor shall have the right to appoint or nominate for election to the Board, as applicable, two (2) individuals, to serve as directors of the Company (any individual appointed or nominated by the Sponsor for election to the Board pursuant to this Section 1.01(a) and such two individuals shall be Bxxxx X. Xxxxxxx and Rxxxxxx Xxxxxxx (a “Nominee” and, collectively, the “Nominees”)). The Sponsor shall have the right to appoint or nominate another individual other than the Bxxxx X. Xxxxxxx and Rxxxxxx Xxxxxxx pursuant to this Agreement only if the Board, by a majority vote, approves such appointment or nomination, and upon such approval, such individual shall be deemed a “Nominee” under this Agreement.
Board Nomination Right. (a) At the Effective Time, the board of directors of the Company (the “Board”) shall be comprised of nine (9) members, including two (2) members nominated by the Shareholder. The Shareholder will timely nominate the Nominees (as defined below) for election to the Board at the shareholders meeting of the Company and provide all information and materials necessary for the inclusion of such Nominees in the NFC Director Election Proposal.
Board Nomination Right. (i) As of the Closing, the Company agrees that the size of the Company’s board of directors (the “Board”) shall be increased from seven (7) members to eight (8) members, and the Company shall use its reasonable best efforts to increase the size of the Board as set forth in this Section 4(ee).
Board Nomination Right. (i) As of the Closing, the Company agrees that the size of the Company’s board of directors (the “Board”) shall be reduced from seven (7) members to five (5) members, and the Company shall use its reasonable best efforts to reduce the size of the Board as set forth in this Section 4(aa).
Board Nomination Right. (a) From the Effective Time until the termination of this Agreement in accordance with Section 2.01, at every meeting of the board of directors of the Company (the “Board”), or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by the stockholders of the Company, the Sponsor shall have the right to appoint or nominate for election to the Board, as applicable, two individuals, Xxxxxx Xxxx and Dr. Xxxxx Xx (unless otherwise designated by the Sponsor), to serve as directors of the Company (any individual appointed or nominated by the Sponsor for election to the Board pursuant to this Section 1.01(a), a “Nominee” and, collectively, the “Nominees”). Notwithstanding the foregoing, the right to nominate one of such Nominees to the Board (as further described in Section 1.01(b) below) shall expire at the Company’s 2022 annual meeting of stockholders and the right to nominate the other Nominee to the Board shall expire upon the earlier of (i) the first date on which the Sponsor ceases to beneficially own at least 2.5% of the issued and outstanding Domesticated Parent Stock and (ii) the termination of this Agreement pursuant to Section 2.01.
