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. (a) Subject to approval of the Board and receipt of the TCP-ASC Consent, until the termination of the MSA in accordance with its terms (a "MSA Termination"), Xxxxxx Health shall be entitled to nominate one individual to the Board, who shall be (x) the Chief Financial Officer of Xxxxxx Health or (y) an individual who is "independent" as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law, and be consistent with the Board's criteria (including with respect to diversity) set forth in the Company's corporate governance guidelines (the "Xxxxxx Health Designee"). Subject to approval of the Board and receipt of the TCP-ASC Consent, the Company shall (y) take all corporate action necessary (i) to increase the size of its Board by one director (if necessary) and appoint the Xxxxxx Health Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Board. Thereafter, the Company shall, at any annual or special meeting of shareholders of the Company at which directors are to be elected, subject to the nonoccurrence of an MSA Termination and the fulfillment of the requirements set forth in Section 1(b), nominate the Xxxxxx Health Designee for election to the Board and use all commercially reasonable efforts to cause the Xxxxxx Health Designee to be elected as a director of the Board.
(b) Any Xxxxxx Health Designee, who is not the Chief Financial Officer of Xxxxxx Health, shall be reasonably acceptable to the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health shall notify the Company of any proposed Xxxxxx Health Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such n...
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”).
(2) Subject to Section 2.2(1), the Corporation covenants and agrees, upon 10 Business Days’ written notice by the Investor to the Corporation given in accordance with Section 9.2, to forthwith take all necessary steps, including increasing the size of the Board or causing the resignation of a Director, to cause the appointment of the Investor Nominee to serve on the Board until the next annual meeting of the Corporation’s shareholders, and in the event that it is necessary to seek shareholder approval for the election of the Investor Nominee, the Corporation shall put forth the Investor Nominee for election as a Director at the next Director Election Meeting, subject to the timeframes set out below. Notwithstanding the foregoing, if any Exchange objects to an Investor Nominee, such Investor Nominee will either not be appointed or elected to the Board or will resign as a Director. The Corporation shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purpose of any Director Election Meeting at least 25 Business Days prior to such mailing date and the Investor shall advise the Corporation of the identity of the Investor Nominee, and provide any required information for inclusion in its management information circular relating to the election of the Investor Nominee, at least 20 Business Days prior to the mailing date. If the Investor does not advise the Corporation of the identity of the Investor Nominee prior to any such deadline, then the Investor will be deemed to have nominated its incumbent Investor Nominee, if any.
(3) Notwithstanding anything to the contrary in this Agreement, the Investor Nominee shall, in advance of appointment or election as a Director and at all times while serving on the Board, be approved by the corporate governance and nominating committee of the Board and otherwise meet the qualification requirements to serve as a Director under the Act, applicable Securities Laws and the rules of the Exchanges.
(4) Subject to having the appropriate qualifications, the Investor Nominee shall be considered for appointment to each of the following committees of the Board:
(a) the audit committee;
(b) the compensation committee;
(c...
Board Nomination Right. Following the Closing and prior to the termination of this Agreement, at any meeting of the shareholders of the Company at which members of the Board are to be elected or re-elected, or whenever any vacancy on the Board is to be filled by the action of the Board, for so long as the Shareholder and its affiliates collectively hold at least 10% of the issued and outstanding shares of the Company, the Shareholder shall have the right to nominate for election or re-election by the shareholders or the right to appoint to the Board to fill in any vacancy at that time, as the case may be and subject to the reasonable acceptance by the nomination and corporate governance committee, a total of one (1) individual, to serve as director of the Company. At the time the Shareholder and its affiliates collectively hold less than 10% of the issued and outstanding shares of the Company, the Shareholder shall no longer have the right to nominate for election or re-election by the shareholders any candidates to serve as director of the Company.
Board Nomination Right. 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 “Nominee” and, collectively, the “Nominees”). At the Effective Time, unless otherwise designated by the Sponsor, the Nominees shall be Xxxxx Xxxxx and such other Nominee as shall have been designated by the Sponsor in writing.
Board Nomination Right. Subject to the Articles and Section 1.02, from the Effective Time until the termination of this Agreement in accordance with its terms:
(a) Immediately after the Effective Time, it is contemplated that the size of the Board shall be established at seven (7) directors and a majority of the Board will be composed of independent directors. Each independent director will satisfy the applicable independence criteria for purposes of the Nasdaq stock exchange and SEC rules (without giving effect to any available exceptions for foreign private issuers or controlled companies) (“Independent Director”).
(b) At every meeting of 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 shareholders of the Company, the Founder, and solely the Founder only, shall have the right (but not the obligation) to nominate for election to the Board, as applicable:
Board Nomination Right. The Company will use reasonable best efforts, subject in all cases to its directors’ fiduciary duties, to cause one person designated by the Investors to be appointed as a director of the Company (including nominating such designated individual for election as a director of the Company at all meetings of the Company’s stockholders called for such purposes and the Company shall (A) include such nominee as a nominee to the Board on each slate of nominees for election to the Board proposed by the Board or the appropriate committee thereof, (B) not nominate a number of persons in excess of the number of members of the Board to be elected at each such meeting, (C) recommend the election of such nominee to the stockholders of the Company and (D) without limiting the foregoing, otherwise use its reasonable best efforts to cause such nominee to be elected to the Board), for so long as the Investors, solely as a result of their ownership of shares of common stock of the Company owned by the Investors as of the date hereof and ownership of the New Convertible Notes and Warrants (including the shares of common stock of the Company issuable upon conversion or exercise thereof), beneficially own collectively 10% or more of the outstanding shares of common stock of the Company, which appointment right shall terminate at such time that the Investors cease to beneficially own collectively at least 10% of the outstanding shares of common stock of the Company (in each case, disregarding any limitations on conversion of the New Convertible Notes or exercise of the Warrants). The Company shall reimburse such director for the reasonable documented out-of-pocket expenses (including travel and lodging) of such director incurred in connection with attendance of meetings of the Board (and committees thereof). This Section 9.14 shall supersede and replace in its entirety Section 3.01(d) of the Investment Agreement.
Board Nomination Right. The Company covenants and agrees that it will provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than the first annual meeting of shareholders of the Company that occurs after the date hereof, a proxy statement soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions amending and restating the Articles of Amendment to the Company’s Articles of Incorporation in substantially the form of Exhibit B hereto (the “Amendment”) to provide the Purchaser with the board nomination rights set forth therein (such affirmative shareholder approval being referred to herein as the “Shareholder Approval”). If the Shareholder Approval is obtained at the Shareholder Meeting, then the Company shall effect the Amendment promptly following the Shareholder Meeting. If the Shareholder Approval is not so obtained at the Shareholder Meeting, then the Company shall have no further obligation to seek shareholder approval for the Amendment or to effect the Amendment. Notwithstanding the foregoing, the Company’s obligations under this Section 4.5 shall immediately terminate, and the Company will have no further obligation to comply with the terms of this Section 4.5, at such time as the Purchaser holds fewer than 73,920 Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Stock).
Board Nomination Right a) Unless a Trigger Event has occurred, Osisko shall have the right to nominate, on an annual basis, one (1) nominee (“Osisko Nominee”) for election or appointment to the Board (the “Nomination Right”).
b) The Osisko Nominee shall be a person eligible to serve as a director under the BCSA and the rules of any stock exchange(s) on which the Shares are listed.
c) In the event that any Osisko Nominee is unacceptable to any stock exchange(s) on which the Shares are listed, then the Corporation shall promptly notify Osisko thereof, Osisko shall use reasonable good faith efforts to cause such Osisko Nominee to forthwith resign and the Corporation shall provide Osisko with the opportunity to designate an alternate acceptable Osisko Nominee.
Board Nomination Right. Notwithstanding anything in the Amended & Restated Investor Rights Agreement to the contrary, from the First Tranche Closing Date until the Second Tranche Closing Date the BAT Group Permitted Holders shall be entitled to designate in accordance with the nomination procedures contained in Section 2.4 of the Amended & Restated Investor Rights Agreement: (a) 30% of the Available Nominees (as defined in the Amended & Restated Investor Rights Agreement), rounding up to the nearest whole member (e.g., 3 of 10), for so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 25%.
