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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and voting.
Appears in 2 contracts
Samples: Voting Agreement (Clearsign Combustion Corp), Stock Purchase Agreement (Clearsign Combustion Corp)
Board Nomination Right. For so long as the Investor Standstill Parties beneficially owns own at least three five million (3,000,0005,000,000) 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, for so long as the Company has a classified Board, at any meeting of the stockholders of the Company at which Class I members of the Board 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. Xxxxxxx (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 4.4 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 24.4. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and voting. Notwithstanding anything to the contrary herein, the Company will have the unilateral right to terminate all of the rights of the Investor set forth in this Section 4.4 in their entirety (as provided therein), upon written notice to the Investor, if any of the Standstill Parties, or any Non-Controlled Affiliates, shall have breached Section 2 of the Agreement in any material respect (as though such Section 2 were binding on the Non-Controlled Affiliates, in the case of the Non-Controlled Affiliates) and, if such breach is susceptible of cure, failed to cure such breach within 48 hours after receiving written notice of such alleged breach from the Company, and upon such termination the terminated rights or agreements shall have no further force or effect.
Appears in 2 contracts
Samples: Voting and Standstill Agreement, Voting and Standstill Agreement (T2 Biosystems, Inc.)
Board Nomination Right. For so long as the Investor beneficially owns at least three million (3,000,000i) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision As 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 purposesClosing, 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).
(ii) As of the Closing, the Lead Buyer shall have the right to appoint or nominate for election to the Board one (1) individual designated to serve as director of the Company (the individual appointed or nominated by the Investor (an Lead Buyer for election to the Board pursuant to this Section 4(ee), the “Investor DesigneeNominee”) who with the consent of the Company.
(iii) Until the Investor Board Seat Fall-Away (as defined below), the Company shall be reasonably acceptable take all necessary actions within its control, including but not limited to the nominating and corporate governance committee calling a meeting of the Board or executing an action by unanimous written consent of Directors (an Investor Designee who satisfied the Board, such requirements, a “Qualified Investor Designee”). The Investor’s initial designee under this Agreement that the Nominee shall be Rxxxxx X. Xxxxxxx Xx. (the “Initial Designee”), whom the Company agrees is a Qualified Investor Designee. On or prior appointed to the Closing DateBoard as a director of the Company.
(iv) Until the Investor Board Seat Fall-Away, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) if up for election, the appointment Nominee is included in the slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominee, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the election foregoing for every meeting of such an individual and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which stockholders of the Company supports its other nominees), provided that if the Investor determines called with respect 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company.
(v) Until the Investor Board of DirectorsSeat Fall-Away, subject if the Nominee ceases to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubtserve for any reason, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee Lead Buyer shall be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement with the consent of the Company and the Board shall promptly fill the vacancy with such successor Nominee.
(vi) The Company shall indemnify the Nominee on the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) basis as the all other members of the Board and pursuant to an indemnity agreement with terms that are no less favorable to the Nominee than the indemnity agreements entered into between the Company and its other non-employee directors. The Company will reimburse the Nominee for all reasonable and documented expenses incurred in connection with the Nominee’s participation in meetings of Directors. For so long as an Investor Designee serves on the Board or any committee of Directorsthe Board, the Company shall maintain including, without limitation, all reasonable and documented travel, lodging and meal expenses, in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject each case to the same Company policies and procedures extent as the Company reimburses any other directors on non-executive member of the Board for such expenses.
(vii) For the purposes of Directorsthis Section 4(ee), including with respect “Investor Board Seat Fall-Away” means the first day on which the Lead Buyer ceases to conflicts beneficially own shares of interest and recusal from deliberations and votingCommon Stock that represent, on an as-converted basis, at least 20% of the number of shares of Common Stock outstanding of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (PharmaCyte Biotech, Inc.), Securities Purchase Agreement (MyMD Pharmaceuticals, Inc.)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.01, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares of Then Outstanding Common Stock, at each annual meeting of 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 any 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.
(b) The Company shall take all necessary actions within its control, including, but not limited to, calling a meeting of the stockholders Board or executing an action by unanimous written consent of the Company at which members Board, such that, as of the Board of Directors are to be elected, or whenever such action is to be taken by written consent for such purposesEffective Time, the Company agrees to nominate for election one individual designated Nominees shall either be elected by the Investor (an “Investor Designee”) who shall be reasonably acceptable Company’s stockholders at the meeting held to approve the Transactions or appointed to the nominating and corporate governance committee Board as of the Board of Directors Effective Time.
(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. (c) From and after the “Initial Designee”), whom the Company agrees is a Qualified Investor Designee. On or prior to the Closing DateEffective Time, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of the Company and recommending, supporting and soliciting proxies) (“Necessary Action”) to ensure that: (i) the applicable Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each election of Directors to create a vacancy thereon) to cause the appointment to and recommended by the Board at any meeting of Directors stockholders called for the purpose of electing Directors; and (ii) each applicable Nominee up for election is included in the proxy statement prepared by management 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the election foregoing for every meeting of such an individual and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which stockholders of 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 called with respect to the Replacement Designee. If any Investor Designee vacates the Board election of Directors, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company shall take all actions necessary to cause the appointment to or the Board of Directors of a Qualified Investor Designee nominated by the Investor with respect to fill the vacancy and thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and voting.
Appears in 2 contracts
Samples: Merger Agreement (D8 Holdings Corp.), Director Nomination Agreement (Vicarious Surgical Inc.)
Board Nomination Right. For so long as the Investor beneficially owns at least three million (3,000,000i) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision As 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 purposesClosing, 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).
(ii) As of the Closing, PharmaCyte Biotech, Inc. (the “Investor”) shall have the right to appoint or nominate for election to the Board one (1) individual designated to serve as director of the Company (the individual appointed or nominated by the Investor (an for election to the Company’s board of directors pursuant to this Section 4(aa), a “Investor DesigneeNominee”) who with the consent of the Company; provided, however, that the Company shall be reasonably acceptable not withhold consent if the Nominee is Xxxxxx Xxxxxxxxx.
(iii) Until the Investor Board Seat Fall-Away, the Company shall take all necessary actions within its control, including but not limited to the nominating and corporate governance committee calling a meeting of the Board or executing an action by unanimous written consent of Directors (an Investor Designee who satisfied the Board, such requirements, a “Qualified Investor Designee”). The Investor’s initial designee under this Agreement that the Nominee shall be Rxxxxx X. Xxxxxxx Xx. (the “Initial Designee”), whom the Company agrees is a Qualified Investor Designee. On or prior appointed to the Closing DateBoard as a director of the Company.
(iv) Until the Investor Board Seat Fall-Away, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) if up for election, the appointment Nominee is included in the slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominee, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the election foregoing for every meeting of such an individual and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which stockholders of the Company supports its other nominees), provided that if the Investor determines called with respect 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company.
(v) Until the Investor Board of DirectorsSeat Fall-Away, subject if the Nominee ceases to serve for any reason between the same conditions Closing Date and limitations the Maturity Date (as set forth defined in the foregoing sentence. For avoidance of doubtNotes), the Investor shall be limited entitled to only one designee serving designate and appoint or nominate such person’s successor in accordance with this Agreement with the consent of the Company and the Board shall promptly fill the vacancy with such successor Nominee.
(vi) The Company shall indemnify the Nominee on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) basis as the all other members of the Board and pursuant to an indemnity agreement with terms that are no less favorable to the Nominee than the indemnity agreements entered into between the Company and its other non-employee directors. The Company will reimburse the Nominee for all reasonable and documented expenses incurred in connection with the Nominee’s participation in meetings of Directorsthe Board or any committee of the Board, including, without limitation, all reasonable and documented travel, lodging and meal expenses, in each case to the same extent as the Company reimburses any other non-executive member of the Board for such expenses.
(vii) The Company’s obligations to have any Nominee elected to the Board or nominate any Nominee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4(aa), as applicable, shall in each case be subject to such Nominee’s satisfaction of all requirements regarding service as a director of the Company under applicable law and stock exchange rules regarding service as a director of the Company and all other criteria and qualifications for service as a director applicable to all directors of the Company. For so long The Investor will cause each Nominee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as an Investor Designee serves the Board may reasonably request to determine the Nominee’s eligibility and qualification to serve as a director of the Company. No Nominee shall be eligible to serve on the Board if he or she has been involved in any of Directorsthe events enumerated under Item 2(d) or (2) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any judgment prohibiting service as a director of any public company. As a condition to any Nominee’s election to the Board or nomination for election as a director of the Company at any meeting of the Company’s stockholders, the Company shall maintain in place directors’ Investor and officers’ indemnity insurance coverage in an amount deemed appropriate the Nominee must provide to the Company:
(1) all information requested by the Board Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective affiliates and representatives in a proxy statement or other filings in accordance with applicable law, any stock exchange rules or listing standards or the Company’s corporate governance guidelines, in each case, relating to such Nominee’s election as a director of Directors. Any Investor Designee shall the Company or the Company’s operations in the ordinary course of business;
(2) all information requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to such Nominee’s nomination or election, as applicable, as a director of the Company or the Company’s operations in the ordinary course of business;
(3) an undertaking in writing by such Nominee:
(A) to be subject to, bound by and duly comply with applicable law, the Company’s organizational documents, the policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members or members of any committee of which such Nominee may be a member, including the same Company’s Code of Conduct, xxxxxxx xxxxxxx policy and all other Company policies and procedures as the other guidelines applicable generally to directors serving on the Board of Directors, including with respect to conflicts trading in the Company’s securities;
(B) to keep confidential all information about the Company and its affiliates of interest which he or she becomes aware in his or her capacity as a member of the Board; and
(C) to recuse himself or herself from any deliberations or discussion of the Board or any committee thereof (i) regarding any Transaction Document, the transactions contemplated thereby or any matters relating thereto or any transactions with or matters relating to the Investor or any affiliate of the Investor or (ii) that, in the Board’s sole judgment, (a) would reasonably be likely to result in a conflict of interest, (b) adversely affect the attorney-client privilege between the Company and recusal its counsel, or (c) result in a violation of applicable law.
(viii) The Company shall be permitted to withhold any information and to exclude the Nominee from deliberations any meeting or portion thereof with respect to information and votingmeetings involving items to which Section 4(aa)(vi)(3)(C) is applicable.
(ix) For the purposes of this Section 4(aa) and Section 4(bb), “Investor Board Seat Fall-Away” means the earlier of (a) the first day on which the Investor Beneficial Ownership Requirement is not satisfied and (b) payment in full of the Notes and “Investor Beneficial Ownership Requirement” means that the Investor continues to beneficially own at all times shares of Common Stock that represent, on an as-converted basis, at least 4.99% of the number of shares of Common Stock outstanding of the Company
Appears in 2 contracts
Samples: Securities Purchase Agreement (PharmaCyte Biotech, Inc.), Securities Purchase Agreement (Femasys Inc)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.01, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares of Then Outstanding Common Stock, at each annual meeting of 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 at any 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.
(b) The Company shall take all necessary actions within its control, including, but not limited to, calling a meeting of the stockholders Board or executing an action by unanimous written consent of the Company at which members Board, such that, as of the Board of Directors are to be elected, or whenever such action is to be taken by written consent for such purposesEffective Time, the Company agrees to nominate for election one individual designated Nominees shall either be elected by the Investor (an “Investor Designee”) who shall be reasonably acceptable Company’s stockholders at the meeting held to approve the Transactions or appointed to the nominating and corporate governance committee Board as of the Board of Directors Effective Time, in each case, as Class II directors (an Investor Designee who satisfied such requirementsas defined in the Company’s Organizational Documents, each a “Qualified Investor DesigneeClass II Director”). The Investor’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. .
(c) From and after the “Initial Designee”), whom the Company agrees is a Qualified Investor Designee. On or prior to the Closing DateEffective Time, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) (“Necessary Action”) to cause ensure that: (i) the appointment applicable Nominees are included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for each election of Class II Directors and recommended by the Board at any meeting of stockholders called for the purpose of electing Class II Directors; and (ii) each applicable Nominee up for election is included in the proxy statement prepared by management 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of such Class II Directors, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of Class II Directors.
(d) If any Nominee ceases to serve for any reason, the Sponsor shall, subject to the Sponsor then being entitled to nominate an individual and otherwise supporting him for election in or appointment as a manner no less rigorous and favorable than the manner in which the Company supports its other nomineesdirector pursuant to Section 1.01(a), provided that if the Investor determines be entitled to designate for election or appointment as a different individual (“Replacement Designee”) as its Investor Designee, director such person’s successor in accordance with this Agreement 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 Necessary Action to cause any such vacancy to be filled by such replacement director designated by the Sponsor as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board).
(e) Notwithstanding any of this Section 1.01 to the contrary, the election or appointment of any Nominee to the Board of Directors of a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, shall be subject to the same conditions and limitations as set forth prior execution by such Nominee of an irrevocable resignation letter in the foregoing sentence. For avoidance of doubt, form attached hereto as Exhibit A.
(f) The Company shall indemnify the Investor shall be limited to only one designee serving Nominees who are appointed or elected as Class II Directors on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) basis as the all other members of the Board and pursuant to indemnity agreements with terms that are no less favorable to such Nominees than the indemnity agreements entered into between the Company and its other non-employee directors.
(g) Nominees who are appointed or elected as Class II Directors shall be entitled to compensation (including equity awards) and the reimbursement of Directors. For so long expenses that is consistent with the compensation received and the expenses reimbursed by other non-employee directors of the Company.
(h) Notwithstanding the provisions of this Section 1.01, the Sponsor shall not be entitled to designate a Person as an Investor Designee serves on a nominee to the Board upon a written determination by the Nominating and Corporate Governance Committee of Directorsthe Company (which determination shall set forth in writing reasonable grounds for the determination) that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, subject to the last sentence of Section 1(a), the Sponsor shall be entitled to select a Person as a replacement Nominee and the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by use its best efforts to cause that Person to be nominated as a Nominee at the Board of Directors. Any Investor Designee shall be subject same meeting (or, if permitted, pursuant to the same Company policies and procedures action by written consent of the stockholders) as the other directors on the Board of Directors, including with respect initial Person was to conflicts of interest and recusal from deliberations and votingbe nominated.
Appears in 2 contracts
Samples: Merger Agreement (LMF Acquisition Opportunities Inc), Merger Agreement (LMF Acquisition Opportunities Inc)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.1, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares of Then Outstanding Common Stock, at each annual meeting of Company are appointed by the Board or are nominated to stand for election and elected by stockholders of the Company Company, the Sponsor shall have the right to appoint or at any meeting of nominate for election to the stockholders Board, as applicable, one (1) individual, to serve as director of the Company at which members of (the individual appointed or nominated by the Sponsor for election to the Board of Directors are pursuant to be electedthis Section 1.1(a), or whenever a “Nominee”); provided, that 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 representative shall be reasonably acceptable to the nominating and corporate governance committee Founder. At the Effective Time, unless otherwise designated by the Sponsor, the Nominee shall be Hxxxx Xxxxx, who the Founder has confirmed as being reasonably acceptable to the Founder.
(b) The Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board or executing an action by unanimous written consent of Directors (an Investor Designee who satisfied the Board, such requirementsthat, a “Qualified Investor Designee”). The Investoras of the Effective Time, the Nominee shall either be elected by the Company’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. (stockholders at the “Initial Designee”), whom meeting held to approve the Company agrees is a Qualified Investor Designee. On Transactions or prior appointed to the Closing DateBoard as of the Effective Time as a director of the Company.
(c) From and after the Effective Time, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment Nominee is included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominee, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company .
(d) If the Nominee ceases to serve for any reason, the Sponsor shall be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee; provided, that such successor shall be reasonably acceptable to the Founder.
(e) Notwithstanding any of this Section 1.1 to the contrary, the election or appointment of the Nominee to the Board shall be subject to the prior execution by the Nominee of an individual irrevocable resignation letter in the form attached hereto as Exhibit A.
(f) The Company shall indemnify the Nominee on the same basis as all other members of the Board and otherwise supporting him for election in a manner pursuant to an indemnity agreement with terms that are no less rigorous and favorable to the Nominee than the manner in which indemnity agreements entered into between the Company supports and its other nominees)non-employee directors.
(g) The Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by the Nominee in connection with his or her services provided that if to or on behalf of the Investor determines Company and its Subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
(h) Notwithstanding the provisions of this Section 1.1, the Sponsor shall not be entitled to designate a different individual (“Replacement Designee”) Person as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply nominee to the Replacement Designee. If any Investor Designee vacates Board upon a written determination by the Board or relevant committee thereof that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of Directorsthe Company. In such an event, the Sponsor shall be entitled to select a Person as a replacement Nominee and the Company shall take all necessary actions necessary within its control to cause the appointment that Person to the Board of Directors of be nominated as a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts Nominee, including, without limitation, taking such necessary actions to cause that Person to be nominated as a Nominee at the election of such an individual to the Board of Directorssame meeting (or, subject if permitted, pursuant to the same conditions and limitations as set forth in action by written consent of the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreementstockholders) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directorsinitial Person was to be nominated; provided, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee than any such replacement Nominee shall be subject reasonably acceptable to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingFounder.
Appears in 1 contract
Board Nomination Right. For so long as (a) Promptly after the Investor beneficially owns occurrence of the Effective Time under both the Seadrift Merger Agreement and the CG Merger Agreement, upon written request of the Nominators to the Company, the Company shall, if the Principal Holders, NM and DM, and their Related Parties, hold and own, of record and Beneficially, in the aggregate at least three million (3,000,000) shares of Common Stock 12,000,000 Shares (as adjusted for any stock split, stock dividend or any subdivision of the Common Stockdividend, combination, or any other recapitalization or reclassification or other similar recapitalization effected after the date hereof) at the time of such request, take or cause to be taken any and all such actions so that the size of the Board is increased by one (1) director and NM is elected by the Board as a member of the Board. If NM (or a then prior designee described below in this sentence) ceases to be a member of the Board, and as long as the Principal Holders, NM and DM, and their Related Parties, shall have continuously held and owned, of record and Beneficially, in the aggregate at least 12,000,000 Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) from the date of the first election of a Board Nominee through the date of such request, the Nominators shall have the right, by written request of the Nominators to the Company, to nominate another designee reasonably acceptable to the Board to become a member of the Board; provided, that no such designee need be elected to the Board unless at least three (3) years have past since NM (or such then prior designee) was elected to the Board; provided, further, that notwithstanding that three (3) years shall not have past, if NM (or such then prior designee) has ceased to be a member of the Board due to death, disability or retirement at or after the age of 74, then the Nominators shall have the right to nominate a replacement designee reasonably acceptable to the Board to become a member of the Board (NM or any such designee, the “Board Nominee”). If such a nomination is made, the Company shall take or cause to be taken any and all such actions so that such designee is elected by the Board as a member of the Board.
(b) If the Board Nominee shall have been elected as a member of the Board pursuant to Section 4.1(a), or such lesser number and as long as the Principal Holders, NM and DM, and their Related Parties, shall have continuously held and owned, of shares of Common Stock which then constitute record and Beneficially, in the aggregate at least 10% 12,000,000 Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) from the date of such election through the Shares of Then Outstanding Common Stock, at December 31 immediately preceding each annual meeting of the stockholders of the Company or at any meeting of the stockholders of the Company at which members directors are to be re-elected, then the Company shall take or cause to be taken any and all such actions (including nominating for election, recommending for election, soliciting proxies (and, if applicable written consents) for election) so that the Board Nominee is nominated and recommended for re-election to the Board at each such meeting, in the same manner and to the same extent that such action is taken in respect of the other nominees of the Board. Such right shall terminate immediately at such time as the Principal Holders, NM and DM, and their Related Parties, cease for any reason to hold and own, of record and Beneficially, in the aggregate at least 12,000,000 Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). Upon and at any time following termination of such right, the Company may in its sole discretion cease taking any and all such actions, the Board of Directors are may in its sole discretion withdraw any nomination or recommendation for re-election previously made and the Board Nominee may resign from the Board.
(c) Notwithstanding anything contained herein to the contrary, (i) the Board Nominee shall not be required to be elected, or whenever such action is to be taken by written consent nominated or recommended for such purposesre-election, 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 unless such Board Nominee meets the requirements for an “independent director” under the listing rules of the Initial Designee effective New York Stock Exchange or any other principal exchange or market on which Common Stock is then listed, satisfies the requirements set forth in the Company’s Corporate Governance Guidelines and Nominating and Governance Committee Charter as reasonably determined by the Nominating and Governance Committee of the Closing DateBoard, is not prohibited from serving as a director of the Company under Section 8 of the Xxxxxxx Antitrust Act or any other applicable Law and is not affiliated or associated with or related to (A) a material competitor of the Company and its Subsidiaries (taken as a whole) or (B) a customer, supplier or other supply chain participant of the Company and its Subsidiaries (taken as a whole) where membership of a Board Nominee on the Board could reasonably be expected, in the reasonable judgment of the Board, to result in a material burden or disadvantage to the Company and its Subsidiaries (taken as a whole) and (ii) the Board Nominee shall resign from the Board upon request by the Board if (A) the Board Nominee fails at any time to satisfy the criteria set forth in the preceding sentence or cause for his removal exists as contemplated by the certificate of incorporation of the Company or (B) the Principal Holders, NM and DM, and thereaftertheir Related Parties, cease at any time for any reason to hold and own, of record and Beneficially, in the aggregate at least 12,000,000 Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). Such a request by the Board may be made at any time after the occurrence of an event described in clause (ii) of the preceding sentence. Nothing herein shall excuse the Board Nominee from tendering his resignation from the Board or restrict the Board from accepting any such resignation when and as provided in the Company’s Corporate Governance Guidelines.
(d) The Board Nominee, for so long as he serves as a member of the Investor’s board nomination right under this Section 2 continuesBoard and for three (3) years thereafter, shall keep all Information of the Company, its Subsidiaries and its and their Representatives confidential and not disclose or use any of such Information except in connection with performing his duties as a member of the Board. At any time after he ceases to be a member of the Board for any reason, upon written notice from the Company, the Company will use its commercially reasonable efforts to cause the election and reelection Board Nominee shall, at his election, either (i) promptly destroy at his expense all of such individual Information (in any form other than oral) in his possession (including all copies) and confirm such destruction to the Board Company in writing or (ii) promptly deliver to the Company at his expense all of Directors for so long as he or she is a Qualified Investor Designee such Information (in any form other than oral) in his possession (including recommending that the Company’s stockholders vote in favor of the election all copies). All of such an individual and otherwise supporting him for election Information 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 oral form will continue 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, be subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 24.1(d). Such designee If the Board Nominee becomes required by Law to disclose any of such Information, the Board Nominee will, to the extent permitted by applicable Law, as promptly as possible give written notice to that effect to the Company. The Company, in its sole discretion, shall be entitled to seek a protective order or other appropriate remedy. If the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of Company seeks such an order or remedy, the Board Nominee will, upon request, use all reasonable efforts to fully cooperate with the Company at its expense. Regardless of Directors. For so long as an Investor Designee serves on whether such protective order or other remedy is obtained, the Board Nominee will furnish only that portion of Directorssuch Information which he is legally required to furnish. If such a protective order or remedy is not obtained, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by Board Nominee will exercise reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such Information. If such a protective order or other remedy is obtained, the Board of Directors. Any Investor Designee shall be Nominee will exercise reasonable efforts to obtain reliable assurance that such Information is furnished in accordance with and subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and voting.such protective order or
Appears in 1 contract
Samples: Registration Rights and Stockholders’ Agreement (Graftech International LTD)
Board Nomination Right. (a) From the Effective Time until the first anniversary of this Agreement, 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 SPAC Affiliate shall have the right to appoint or nominate one individual for election to the Board, to serve as a director of the Company (the “Nominee”).
(b) 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 hereofrequired pursuant to Section 1.1(a), 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 necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the shareholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment Nominee is included in the Board’s slate of nominees to the Board of Directors shareholders of the Initial Designee effective as Company for the election of directors of the Closing Date, Company and thereafter, recommended by the Board at any meeting of shareholders called for so long as the Investor’s board nomination right under this Section 2 continuespurpose of electing directors of the Company; and (ii) when the Nominee is up for election, the Nominee is included in the proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the shareholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board with respect to the election of directors of the Company.
(c) If the Nominee ceases to serve for any reason, the SPAC Affiliate (or its controlling person) shall, subject to the SPAC Affiliate (or its controlling person) then being entitled to nominate such an individual and otherwise supporting him for election in or appointment as a manner no less rigorous and favorable than the manner in which the Company supports its other nomineesdirector pursuant to Section 1.1(a), provided that if the Investor determines be entitled to designate a different individual (“Replacement Designee”) as its Investor Designeeand appoint or nominate such person’s successor in accordance with this Agreement, and the Board shall promptly fill the vacancy with such Replacement Designee is a Qualified Investor Designeesuccessor Nominee; provided, that such obligation successor shall instead apply be reasonably acceptable to the Replacement Designee. If any Investor Designee vacates Company..
(d) Upon the Board of DirectorsNominee’s election or appointment to the Board, as applicable, the Company shall take all actions necessary to cause indemnify the appointment to the Board of Directors of a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to Nominee on the same conditions and limitations basis as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the all other members of the Board and pursuant to an indemnity agreement with terms that are no less favorable to the Nominee than the indemnity agreements entered into between the Company and its other non-employee directors.
(e) The Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of Directorsthe Company. For so long as an Investor Designee serves on the Board of DirectorsIn addition, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate pay the reasonable, documented, out-of-pocket expenses incurred by the Nominee in connection with his or her services provided to or on behalf of the Company and its Subsidiaries, including attending Board and committee meetings or events attended on behalf of Directors. Any Investor Designee the Company or at the Company’s request.
(f) The SPAC Affiliate shall be subject use its reasonable best efforts to cause the Nominee to comply with any qualification requirements for members of the Board set forth in the certificate of incorporation, bylaws or other organizational documents of the Company, and all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, including the Company’s code of business conduct and ethics, any related person transactions approval policy, any securities trading policies, any confidentiality policy applicable to the same Company policies Nominee and procedures as any corporate governance guidelines, and preserve the other directors on confidentiality of the Company’s business information, including the discussions of matters considered in meetings of the Board or any committee thereof, at all times that the Nominee serves as a member of Directors, including with respect to conflicts of interest and recusal from deliberations and votingthe Board.
Appears in 1 contract
Samples: Director Nomination and Voting Agreement (Alkuri Global Acquisition Corp.)
Board Nomination Right. For so long as Subject to Section 1.02, from the Investor beneficially owns at least three million Effective Time until the termination of this Agreement in accordance with its terms:
(3,000,000a) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision At every meeting of the Common StockBoard or a committee thereof, or any other reclassification action by written consent, at or other similar recapitalization after 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 Charterhouse Parties shall have the right (but not the obligation) to appoint or nominate for election to the Board, as applicable, one (1) individual, to serve as director of the Company (the “CCP Director”). As of the date hereof), or such lesser number of shares of Common Stock which then constitute at least 10% the Charterhouse Parties designate [ ] as the initial CCP Director. The Company shall use reasonable best efforts to take all actions necessary (including, without limitation, calling special meetings of the Shares Board and the stockholders of Then Outstanding Common Stockthe Company and recommending, supporting and soliciting proxies) to ensure that: (i) the CCP Director is included in the Board’s slate of nominees to the stockholders of the Company for the election of directors of the Company and recommended by the Board at each annual any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the CCP Director, if up for election, is included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or at any meeting postponement thereof, and on every action or approval by written resolution of the stockholders of the Company at which members or the Board with respect to the election of directors of the Board of Directors are to be electedCompany; provided, or whenever such action is to be taken by written consent for such purposes, that if the Charterhouse Parties inform the Company agrees in writing that they do not wish to appoint or 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 requirementsa CCP Director, 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, then the Company shall take all actions necessary (including, if necessary, by approving an enlargement not be in breach 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 obligations under this Section 2 continues1.01(a).
(b) If the CCP Director ceases to serve on the Board for any reason, the Company will use its commercially reasonable efforts Charterhouse Parties shall be entitled to cause the election designate and reelection of appoint or nominate such individual to person’s successor in accordance with this Agreement and 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 promptly fill the vacancy and thereafter with such successor CCP Director; provided, that, for the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor Charterhouse Parties shall be limited have no obligation to only one designee serving on the Board at fill any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingsuch vacancy.
Appears in 1 contract
Samples: Director Nomination Agreement (GS Acquisition Holdings Corp II)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.1, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares of Then Outstanding Common Stock, at each annual meeting of Company are appointed by the Board or are nominated to stand for election and elected by stockholders of the Company Company, the Sponsor shall have the right to appoint or at any meeting of nominate for election to the stockholders Board, as applicable, one (1) individual, to serve as director of the Company at which members of (the individual appointed or nominated by the Sponsor for election to the Board of Directors are pursuant to be electedthis Section 1.1(a), or whenever a “Nominee”); provided, that 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 representative shall be reasonably acceptable to the nominating and corporate governance committee Founders. At the Effective Time, the Nominee shall be Xxxxx XxXxx, who the Founders have confirmed as being reasonably acceptable to the Founders.
(b) The Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board or executing an action by unanimous written consent of Directors (an Investor Designee who satisfied the Board, such requirementsthat, a “Qualified Investor Designee”). The Investoras of the Effective Time, the Nominee shall either be elected by the Company’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. (stockholders at the “Initial Designee”), whom meeting held to approve the Company agrees is a Qualified Investor Designee. On Transactions or prior appointed to the Closing DateBoard as of the Effective Time as a director of the Company.
(c) From and after the Effective Time, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment Nominee is included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominee, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company .
(d) If the Nominee ceases to serve for any reason, the Sponsor shall be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee; provided, that such successor shall be reasonably acceptable to the Founders.
(e) Notwithstanding any of this Section 1.1 to the contrary, the election or appointment of the Nominee to the Board shall be subject to the prior execution by the Nominee of an individual irrevocable resignation letter in the form attached hereto as Exhibit A.
(f) The Company shall indemnify the Nominee on the same basis as all other members of the Board and otherwise supporting him for election in a manner pursuant to an indemnity agreement with terms that are no less rigorous and favorable to the Nominee than the manner in which indemnity agreements entered into between the Company supports and its other nominees)directors.
(g) The Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by the Nominee in connection with his or her services provided that if to or on behalf of the Investor determines Company and its Subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
(h) Notwithstanding the provisions of this Section 1.1, the Sponsor shall not be entitled to designate a different individual (“Replacement Designee”) Person as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply nominee to the Replacement Designee. If any Investor Designee vacates Board upon a written determination by the Board or relevant committee thereof that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of Directorsthe Company. In such an event, the Sponsor shall be entitled to select a Person as a replacement Nominee and the Company shall take all necessary actions necessary within its control to cause the appointment that Person to the Board of Directors of be nominated as a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts Nominee, including, without limitation, taking such necessary actions to cause that Person to be nominated as a Nominee at the election of such an individual to the Board of Directorssame meeting (or, subject if permitted, pursuant to the same conditions and limitations as set forth in action by written consent of the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreementstockholders) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directorsinitial Person was to be nominated; provided, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee than any such replacement Nominee shall be subject reasonably acceptable to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingFounders.
Appears in 1 contract
Board Nomination Right. For so long as (a) Until the later of (x) the first anniversary of the Closing Date or (y) the date on which the Investor beneficially owns at least three million less than eight percent (3,000,0008.0%) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision of the Common Stock, or Total Voting Power (excluding any other reclassification or other similar recapitalization after derivative securities exercisable for the date hereofCompany’s capital stock which have not been exercised), or such lesser number of shares of Common Stock which then constitute at least 10% of the Shares of Then Outstanding Common Stock, (i) 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 board of Directors 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 Company (an “Investor Designee”), and corporate governance committee (ii) the Investor shall have the right to appoint the chief executive officer of the Board Investor as a non-voting observer to the Company’s board of Directors directors (an the “Investor Designee who satisfied such requirements, a “Qualified Investor DesigneeObserver”). The Investor’s initial designee Investor Designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. Xxxxx Xxxxxxxxxx (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 Company’s board of Directors 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 6.7 continues, the Company will use its commercially reasonable best efforts to cause the election and reelection of such individual to the Board Company’s board of Directors directors for so long as he or she is a Qualified an Investor Designee (including recommending that the Company’s stockholders vote in favor of the election of such an individual individual, soliciting proxies and contesting any proxy contest 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 the Investor Designee vacates the Board board of Directorsdirectors, the Company shall take all actions necessary to cause the appointment to the Board its board of Directors directors of a Qualified Investor Replacement Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable best efforts to cause the election of such an individual to the Board Company’s board of Directorsdirectors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the The Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee Designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board Company’s board of Directorsdirectors. The Company shall enter into a customary indemnification agreement for the benefit of the Investor Designee and the Investor Observer. For so long as an Investor Designee serves on the Board Company’s board of Directorsdirectors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board Company’s board of Directorsdirectors. Any The Investor Designee and the Investor Observer will be required to enter into a customary non-disclosure agreement that each director of the Company is required to enter into as of the date of this Agreement, on terms and conditions reasonably acceptable to the Investor; provided that, for the avoidance of doubt, such non-disclosure agreement shall not impose any other restrictive covenants and shall not restrict the Investor Designee from disclosing information to the Investor or the Investor’s ability to use such information in connection with transactions involving or relating to the Company.
(b) If the Investor Designee included in the slate of nominees recommended by the Company’s board of directors for election at a meeting of the stockholders of the Company is not elected to be a director at such meeting, the Company shall promptly increase the size of its board of directors and take such other action as is necessary to appoint the Investor Designee to the Company’s board of directors.
(c) For so long as the Investor is entitled to designate at least one Investor Designee for election to the Company’s board of directors under this Agreement, each committee of the Company’s board of directors shall include the Investor Designee other than any bona fide special committee solely formed to evaluate any existing or contemplated change in control transaction (a “Special Committee”); provided, however, that if the Investor Designee is not eligible for membership on any given committee of the Company’s board of directors (other than a Special Committee) under then applicable listing and corporate governance standards of Nasdaq or any other applicable Law, then such committee shall include the Investor Designee only when so permitted by the listing and corporate governance standards of Nasdaq and any other applicable Law; provided, further, that the Company shall exercise reasonable authority under applicable Law to permit the inclusion of the Investor Designee on such committee, including by causing an increase in the number of directors on such committee. Subject to the foregoing, the Company shall take appropriate action, effective as of the commencement of business on the first business day immediately after the Closing Date, to allow for the appointment of the Initial Designee to the committees of its board of directors.
(d) The Investor Observer shall be subject entitled to attend all meetings of the Company’s board of directors and any committees thereof and to receive copies of all notices, minutes, consents, and other materials provided to the members of the Company’s board of directors (or such committees) at the same time and in the same manner as provided to the Company’s board of directors (or such committees).
(e) Notwithstanding the foregoing clauses (c) and (d) of this Section 6.7, the Company policies reserves the right to withhold any information and procedures as to exclude the Investor Designee and the Investor Observer from any portion of a board or committee meeting, if (i) such information or portion of such meeting relates to (x) the Collaboration Agreement or any other directors agreements between the Company and the Investor, (y) any strategic discussions between the Company and the Investor or (z) any Action between the Company and the Investor or (ii) such access to a board or committee meeting, or access to such information, would, based on advice of outside counsel to the Board Company, adversely affect the attorney-client privilege of Directorsthe Company’s board of directors; provided that such clause (ii) shall only be applicable to the Investor Designee in connection with any pending Action between the Company and the Investor. In addition, including with respect to conflicts the Investor Observer may be excluded from any meeting of interest the audit, nomination and recusal from deliberations and votingcompensation committees for any reason at the discretion of the respective committee.
Appears in 1 contract
Samples: Equity Purchase Agreement (Arcturus Therapeutics Ltd.)
Board Nomination Right. For so (a) So long as the Investor Investor, together with its affiliates, 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 issued and outstanding voting stock of the Company or at any meeting of the stockholders of the Company at which members and if Bxxxx X. Xxxxx ceases to serve as a member of the Board of Directors are (the “Designation Period”), the Investor shall have the right (but not the obligation) to designate one person to be elected, nominated for election to the Board (a “Nominee”) by giving written notice (“Notice of Nomination”) to the Chairman of the Board or whenever such action is to be taken by written consent for such purposesthe Secretary of the Company. As a condition of exercising its right under Section 11 of this Agreement, the Company Investor hereby agrees that effective upon the election of such Nominee to nominate for election one individual designated the Board, the Investor’s rights under Section 10 of this Agreement shall automatically toll and no person may continue to act in the capacity as Board Observer during the period of time that the Nominee serves on the Board. The Nominee shall be selected by the Investor in reasonable consultation with (an “Investor Designee”but without the need for the approval of) who shall be reasonably acceptable to the nominating Company’s 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 Corporate Governance Committee of its Board of Directors (the “Nominating Committee”).
(b) Upon receipt of a Notice of Nomination, the Company will promptly (i) increase the size of the Board to create a vacancy thereon(if no vacancy already exists); (ii) to cause the appointment to the Board of Directors appoint such Nominee as a member of the Initial Designee effective as of Board; and (iii) at all times during the Closing DateDesignation Period, include, and thereafter, for so long as the Investor’s board nomination right under this Section 2 continues, the Company will shall use its commercially reasonable best efforts to cause the election Board, whether acting through the Nominating and reelection Corporate Governance Committee of such individual the Board or otherwise, to include the Nominee in the slate of nominees recommended to the Board of Directors shareholders for so long election as he a director at any annual or she is a Qualified Investor Designee (including recommending that the Company’s stockholders vote in favor special meeting of the election shareholders held during the Designation Period (or, if permitted, by any action by written consent of such an individual and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in shareholders taken during the Designation Period) at or by which directors of the Company supports its other nominees)are to be elected.
(c) If a Board vacancy occurs during the Designation Period solely because of the death, provided that if disability, disqualification, resignation or removal of 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubtNominee, the Investor shall be limited entitled to only one designee serving on designate such person’s successor in accordance with the Board at any time pursuant to this procedures of Section 2. Such designee 11(b) above.
(d) Nominee shall be entitled to the same level compensation paid and expense reimbursement payable to other non-employee Directors.
(e) For the avoidance of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection doubt, the provisions of this Agreement shall not limit any rights the Investor may have (including under any indemnification agreementi) as the other members a shareholder of the Board Company pursuant to Michigan law or the Company’s Articles of Directors. For so long as an Investor Designee serves on the Board of DirectorsIncorporation or bylaws, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject or (ii) pursuant to the same Company policies Backstop Agreement, which, except as explicitly modified pursuant to Section 12 below, shall continue in full force and procedures as effect among the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingparties thereto.
Appears in 1 contract
Samples: Supplemental Share Purchase Agreement (Community Shores Bank Corp)
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, 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:
(i) For so long as the Investor beneficially owns Stockholder holds at least three million fifty percent (3,000,00050%) of the issued and outstanding shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision of the Parent Class A Common Stock, or the Stockholder shall have the right to designate for election to the Board up to five (5) individuals to serve as directors of the Company (any other reclassification or other similar recapitalization after individual designated by the date hereofStockholder for election to the Board pursuant to this Section 1.1(a), or a “Designee” and, collectively, the “Designees”) that, if elected, will result in five (5) Designees serving on the Board; provided that in such lesser number event, the size of the Board in accordance with Section 1(d) shall be nine (9) directors.
(ii) For so long as the Stockholder holds at least thirty five percent (35%) but less than fifty percent (50%) of the issued and outstanding shares of Common Stock which then constitute at least 10% of the Shares of Then Outstanding Parent Class A Common Stock, the Stockholder shall have the right to designate for election to the Board up to three (3) Designees that, if elected, will result in three (3) Designees serving on the Board; provided that in such event, the size of the Board in accordance with Section 1(d) shall be nine (9) directors.
(iii) For so long as the Stockholder holds at least fifteen percent (15%) but less than thirty five percent (35%) of the issued and outstanding shares of Parent Class A Common Stock, the Stockholder shall have the right to designate for election to the Board up to two (2) Designees that, if elected, will result in two (2) Designees serving on the Board provided that in such event, the size of the Board in accordance with Section 1(d) shall be seven (7) directors.
(iv) For so long as the Stockholder holds at least five percent (5%) but less than fifteen percent (15%) of the issued and outstanding shares of Parent Class A Common Stock, the Stockholder shall have the right to designate for election to the Board up to one (1) Designee that, if elected, will result in one (1) Designee serving on the Board; provided that in such event, the size of the Board in accordance with Section 1(d) shall be seven (7) directors.
(b) From and after the Effective Time, the Company shall, as promptly as practicable, take all actions necessary (including, without limitation, calling special meetings of the Board and the stockholders of the Company and recommending, supporting and soliciting proxies) to ensure that: (i) the applicable Designees are included in the Board’s slate of nominees to the stockholders of the Company and recommended by the Board at any meeting of stockholders called for the purpose of electing directors, in each annual case, to the extent necessary such that the number of Designees that the Stockholder is eligible to designate shall be designated; and (ii) each applicable Designee up for election in accordance with the foregoing is included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of directors, and at every adjournment or at any meeting postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors. The Company shall use no less efforts to cause the election of each Designee that is proposed to serve on the Board by the Stockholder than the Company shall use with respect to each other nominee up for election.
(c) If any Designee ceases to serve for any reason (including because of the death, disability, disqualification, resignation, or removal of such Designee), the Stockholder shall, subject to the Stockholder then being entitled to designate such individual for election or appointment as a director pursuant to Section 1.1(a), be entitled to designate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Designee.
(d) The Company shall take all necessary and desirable actions within its control such that, as of the Effective Time and thereafter from time to time, the size of the Board is set at either seven (7) directors or nine (9) directors, as applicable in accordance with Section 1(a), and sufficient existing directors from time to time resign or are removed from the Board such that the Board positions designated for the Designees are vacant immediately prior to the nomination and appointment of the Designees provided for herein; provided that the Board may after the Effective Time take action (in accordance with the Company’s Amended and Restated Certificate of Incorporation and bylaws in effect at such time) to increase the size of the Board so long as the Stockholder approves such action. For the avoidance of doubt, in the event that the Stockholder shall forfeit the right pursuant to Section 1(a) to designate one (1) or more Designees (but continues thereafter to retain the right pursuant to Section 1(a) to designate one (1) or more other Designees), the Stockholder shall have the right to elect which of its Designees is required to resign or otherwise be removed from the Board.
(e) Notwithstanding any of this Section 1.1 to the contrary, the election or appointment of any Designee to the Board shall be subject to the prior execution by such Designee of an irrevocable resignation letter in the form attached hereto as Exhibit A.
(f) The Company shall indemnify the Designees on the same basis as all other members of the Board and pursuant to indemnity agreements with terms that are no less favorable to the Designees than the indemnity agreements entered into between the Company and its other non-employee directors.
(g) Notwithstanding the provisions of Directors are this Section 1.1, the Stockholder shall not be entitled to designate a Person as a nominee to the Board upon a written determination by the Nominating and Corporate Governance Committee of the Company (which determination shall set forth in writing reasonable grounds for the determination) that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company, in each case solely to the extent such determination is based upon any of the following: (i) such Person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) such Person was the subject of any Order not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of business practice, or (B) engaging in any activity in connection with the purchase or sale of any security or in connection with any violation of federal or state securities Laws; (iii) such Person was the subject of any Order not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in clause (ii)(B), or to be electedassociated with Persons engaged in such activity; (4) such Person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities Law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated; or (v) such Designee was the subject of, or whenever a party to any federal or state judicial or administrative Order not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities Law.
(h) In such action is an event set forth in Section 1.1(g), the Stockholder shall be entitled to select a Person as a replacement Designee and the Company shall use such efforts as set forth in Section 1.1(b) to cause that Person to be taken by written consent nominated as a Designee at the same meeting as the initial Person was to be nominated.
(i) For the avoidance of doubt, Xxxxxx X. Xxxxxxx, who is currently serving as a Class III Director (as defined in the Company’s Second Amended and Restated Certificate of Incorporation (the “Company Charter”)), and Amr Kronfol, who is currently serving as a Class III Director (as defined in the Company Charter), shall constitute Designees of the Stockholder for such purposesso long as each shall serve as directors of the Company in accordance with, and subject to, the rights of the Stockholder under this Agreement.
(j) For so long as any Designee serves as a director on the Board, the Company agrees (i) shall provide such Designee with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to nominate for election one individual designated the other directors on the Board and (ii) shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Designee as and to the extent consistent with applicable Law, including but not limited to any rights contained in the governing documents of the Company (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto).
(k) The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Investor Board to be reasonable and customary and (an “Investor ii) for so long as any Designee serves as a director on the Board, maintain such directors’ and officers’ liability insurance coverage with respect to such Designee”) who shall be reasonably acceptable to the nominating and corporate governance committee ; provided, that upon removal or resignation of the Board of Directors (an Investor such 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 Datefor any reason, 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 reasonably necessary to cause the appointment to the Board of Directors of a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts to cause the election of extend such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity liability insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts such Designee for a period of interest and recusal not less than six (6) years from deliberations and votingany such event in respect of any act or omission of such Designee occurring at or prior to such event.
Appears in 1 contract
Board Nomination Right. For so long as Subject to Section 1.02, from the Investor beneficially owns at least three million Effective Time until the termination of this Agreement in accordance with its terms:
(3,000,000a) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision At every meeting of the Common StockBoard or a committee thereof, or any other reclassification action by written consent, at or other similar recapitalization after 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 SPAC Sponsor shall have the right (but not the obligation) to appoint or nominate for election to the Board, as applicable, two (2) individuals, to serve as director of the Company (the “SPAC Sponsor Directors”). As of the date hereof), or such lesser number of shares of Common Stock which then constitute at least 10% the SPAC Sponsor designates [•] and [•] as the initial SPAC Sponsor Directors. The Company shall use reasonable best efforts to take all actions necessary (including, without limitation, calling special meetings of the Shares Board and the stockholders of Then Outstanding Common Stockthe Company and recommending, supporting and soliciting proxies) to ensure that: (i) the SPAC Sponsor Directors are included in the Board’s slate of nominees to the stockholders of the Company for the election of directors of the Company and recommended by the Board at each annual any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the SPAC Sponsor Directors, if up for election, are included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or at any meeting postponement thereof, and on every action or approval by written resolution of the stockholders of the Company at which members or the Board with respect to the election of directors of the Board of Directors are to be electedCompany; provided, or whenever such action is to be taken by written consent for such purposes, that if the SPAC Sponsor informs the Company agrees in writing that it does not wish to appoint or 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 requirementsa SPAC Sponsor Director, 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, then the Company shall take all actions necessary (including, if necessary, by approving an enlargement not be in breach 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 obligations under this Section 2 continues1.01(a).
(b) If either SPAC Sponsor Director ceases to serve on the Board for any reason, the Company will use its commercially reasonable efforts SPAC Sponsor shall be entitled to cause the election designate and reelection of appoint or nominate such individual to person’s successor in accordance with this Agreement and 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 promptly fill the vacancy and thereafter with such successor SPAC Sponsor Director; provided, that, for the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor SPAC Sponsor shall be limited have no obligation to only one designee serving on the Board at fill any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingsuch vacancy.
Appears in 1 contract
Samples: Business Combination Agreement (GS Acquisition Holdings Corp II)
Board Nomination Right. For so long as (a) From the Investor beneficially owns at least three million (3,000,000) shares Effective Time until the termination 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 Stockthis Agreement in accordance with Section 2.1, at each annual 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 stockholders of the Company, the Sponsor shall have the right to appoint or nominate Xxxx Xxxxxxx for election to the Board, to serve as a director of the Company (the “First Nominee”, and any individual appointed or nominated by the Sponsor for election to the Board pursuant to this Section 1.1(a) or Section 1.1(b), a “Nominee”); provided, however, that in the event that a vacancy on the Board is created at any time by the death, retirement, disability, removal or resignation of the First Nominee, the rights of the Sponsor pursuant to this Section 1.1(a) shall automatically terminate and be of no further force or effect.
(b) From the Effective Time until the fifteen (15) month anniversary of the Effective Time, 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 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 purposesCompany, the Company agrees Sponsor shall have the right to appoint or nominate for election one individual a second (2nd) Nominee as shall have been designated by the Investor (an “Investor Designee”) Sponsor in writing to the Company, who is independent for New York Stock Exchange and audit committee purposes; provided, that such Nominee 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. Company (the “Initial DesigneeOther Nominee” and, together with the First Nominee, the “Nominees”).
(c) For so long as required pursuant to Section 1.1(a) or 1.1(b), whom the Company agrees is a Qualified Investor Designee. On or prior to the Closing Dateas applicable, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) each Nominee is included in the appointment Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) when a Nominee is up for election, and thereafter, for so long as such Nominee is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company.
(d) If the Other Nominee ceases to serve for any reason, the Sponsor shall, subject to the Sponsor then being entitled to nominate such an individual and otherwise supporting him for election or appointment as a director pursuant to Section 1.1(b), be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee; provided, that such successor shall be reasonably acceptable to the Company.
(e) If at any time the Sponsor is no longer entitled to nominate a manner no less rigorous and favorable than the manner in which particular Nominee pursuant to Section 1.1(a) or 1.1(b), as applicable, then upon receipt of a request from the Company supports its other nominees), provided that if to the Investor determines to designate a different individual (“Replacement Designee”) as its Investor Designee, and such Replacement Designee is a Qualified Investor DesigneeSponsor or the applicable Nominee, such obligation Nominee shall instead apply (and the Sponsor shall cause such Nominee to) immediately tender his resignation as a member of the Board.
(f) Upon a Nominee’s election or appointment to the Replacement Designee. If any Investor Designee vacates the Board of DirectorsBoard, as applicable, 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 thereafter the Company will use its commercially reasonable efforts to cause the election of indemnify such an individual to the Board of Directors, subject to Nominee on the same conditions and limitations basis as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the all other members of the Board and pursuant to an indemnity agreement with terms that are no less favorable to such Nominee than the indemnity agreements entered into between the Company and its other non-employee directors.
(g) The Nominees shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of Directorsthe Company. For so long as an Investor Designee serves on the Board of DirectorsIn addition, the Company shall maintain pay the reasonable, documented, out-of-pocket expenses incurred by each Nominee in place directors’ connection with his or her services provided to or on behalf of the Company and officers’ indemnity insurance coverage in an amount deemed appropriate by its Subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
(h) The Sponsor shall use its reasonable best efforts to cause each of the Nominees to comply with any qualification requirements for members of the Board set forth in the certificate of Directors. Any Investor Designee shall be subject incorporation, bylaws or other organizational documents of the Company, and all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, including the Company’s code of business conduct and ethics, any related person transactions approval policy, any securities trading policies, any confidentiality policy applicable to the same Company policies applicable Nominee and procedures as any corporate governance guidelines, and preserve the other directors on confidentiality of the Company’s business information, including the discussions of matters considered in meetings of the Board or any committee thereof, at all times that such Nominee serves as a member of Directors, including with respect to conflicts of interest and recusal from deliberations and votingthe Board.
Appears in 1 contract
Samples: Director Nomination Agreement (Omnichannel Acquisition Corp.)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.1, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares of Then Outstanding Common Stock, at each annual meeting of Company are appointed by the Board or are nominated to stand for election and elected by stockholders of the Company Company, the Sponsors shall have the right to appoint or at any meeting of nominate for election to the stockholders Board, as applicable, one (1) individual, to serve as an independent director (in accordance with NASDAQ rules) of the Company at which members of (the individual appointed or nominated by the Sponsors for election to the Board of Directors are pursuant to be electedthis Section 1.1(a), or whenever a “Nominee”); provided, that 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 representative shall be reasonably acceptable to the nominating and corporate governance committee Founder. At the Effective Time, unless otherwise designated by the Sponsors, the Nominee shall be [●], who the Founder has confirmed as being reasonably acceptable to the Founder.
(b) The Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board or executing an action by unanimous written consent of Directors (an Investor Designee who satisfied the Board, such requirementsthat, a “Qualified Investor Designee”). The Investoras of the Effective Time, the Nominee shall either be elected by the Company’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. (stockholders at the “Initial Designee”), whom meeting held to approve the Company agrees is a Qualified Investor Designee. On Transactions or prior appointed to the Closing DateBoard as of the Effective Time as a director of the Company.
(c) From and after the Effective Time, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment Nominee is included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominee, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company.
(d) If the Nominee ceases to serve for any reason, the Sponsors shall be entitled to designate or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee; provided, that such successor shall be reasonably acceptable to the Founder.
(e) [intentionally omitted]
(f) The Company shall indemnify the Nominee on the same basis as all other members of the Board and pursuant to an individual and otherwise supporting him for election in a manner indemnity agreement with terms that are no less rigorous and favorable to the Nominee than the manner in which indemnity agreements entered into between the Company supports and its other nominees)non-employee directors.
(g) The Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by the Nominee in connection with his or her services provided that if to or on behalf of the Investor determines Company and its Subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
(h) Notwithstanding the provisions of this Section 1.1, the Sponsors shall not be entitled to designate a different individual (“Replacement Designee”) Person as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply nominee to the Replacement Designee. If any Investor Designee vacates Board upon a written determination by the Board or relevant committee thereof that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of Directorsthe Company. In such an event, the Sponsors shall be entitled to select a Person as a replacement Nominee and the Company shall take all necessary actions necessary within its control to cause the appointment that Person to the Board of Directors of be nominated as a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts Nominee, including, without limitation, taking such necessary actions to cause that Person to be nominated as a Nominee at the election of such an individual to the Board of Directorssame meeting (or, subject if permitted, pursuant to the same conditions and limitations as set forth in action by written consent of the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreementstockholders) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directorsinitial Person was to be nominated; provided, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee that any such replacement Nominee shall be subject reasonably acceptable to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingFounder.
Appears in 1 contract
Board Nomination Right. For so long as (a) Promptly after the Investor beneficially owns occurrence of the Effective Time under both the Seadrift Merger Agreement and the CG Merger Agreement, upon written request of the Nominators to the Company, the Company shall, if the Principal Holders, NM and DM, and their Related Parties, hold and own, of record and Beneficially, in the aggregate at least three million (3,000,000) shares of Common Stock 12,000,000 Shares (as adjusted for any stock split, stock dividend or any subdivision of the Common Stockdividend, combination, or any other recapitalization or reclassification or other similar recapitalization effected after the date hereof) at the time of such request, take or cause to be taken any and all such actions so that the size of the Board is increased by one (1) director and NM is elected by the Board as a member of the Board. If NM (or a then prior designee described below in this sentence) ceases to be a member of the Board, and as long as the Principal Holders, NM and DM, and their Related Parties, shall have continuously held and owned, of record and Beneficially, in the aggregate at least 12,000,000 Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) from the date of the first election of a Board Nominee through the date of such request, the Nominators shall have the right, by written request of the Nominators to the Company, to nominate another designee reasonably acceptable to the Board to become a member of the Board; provided, that no such designee need be elected to the Board unless at least three (3) years have past since NM (or such then prior designee) was elected to the Board; provided, further, that notwithstanding that three (3) years shall not have past, if NM (or such then prior designee) has ceased to be a member of the Board due to death, disability or retirement at or after the age of 74, then the Nominators shall have the right to nominate a replacement designee reasonably acceptable to the Board to become a member of the Board (NM or any such designee, the “Board Nominee”). If such a nomination is made, the Company shall take or cause to be taken any and all such actions so that such designee is elected by the Board as a member of the Board.
(b) If the Board Nominee shall have been elected as a member of the Board pursuant to Section 4.1(a), or such lesser number and as long as the Principal Holders, NM and DM, and their Related Parties, shall have continuously held and owned, of shares of Common Stock which then constitute record and Beneficially, in the aggregate at least 10% 12,000,000 Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) from the date of such election through the Shares of Then Outstanding Common Stock, at December 31 immediately preceding each annual meeting of the stockholders of the Company or at any meeting of the stockholders of the Company at which members directors are to be re-elected, then the Company shall take or cause to be taken any and all such actions (including nominating for election, recommending for election, soliciting proxies (and, if applicable written consents) for election) so that the Board Nominee is nominated and recommended for re-election to the Board at each such meeting, in the same manner and to the same extent that such action is taken in respect of the other nominees of the Board. Such right shall terminate immediately at such time as the Principal Holders, NM and DM, and their Related Parties, cease for any reason to hold and own, of record and Beneficially, in the aggregate at least 12,000,000 Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). Upon and at any time following termination of such right, the Company may in its sole discretion cease taking any and all such actions, the Board of Directors are may in its sole discretion withdraw any nomination or recommendation for re-election previously made and the Board Nominee may resign from the Board.
(c) Notwithstanding anything contained herein to the contrary, (i) the Board Nominee shall not be required to be elected, or whenever such action is to be taken by written consent nominated or recommended for such purposesre-election, 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 unless such Board Nominee meets the requirements for an “independent director” under the listing rules of the Initial Designee effective New York Stock Exchange or any other principal exchange or market on which Common Stock is then listed, satisfies the requirements set forth in the Company’s Corporate Governance Guidelines and Nominating and Governance Committee Charter as reasonably determined by the Nominating and Governance Committee of the Closing DateBoard, is not prohibited from serving as a director of the Company under Section 8 of the Xxxxxxx Antitrust Act or any other applicable Law and is not affiliated or associated with or related to (A) a material competitor of the Company and its Subsidiaries (taken as a whole) or (B) a customer, supplier or other supply chain participant of the Company and its Subsidiaries (taken as a whole) where membership of a Board Nominee on the Board could reasonably be expected, in the reasonable judgment of the Board, to result in a material burden or disadvantage to the Company and its Subsidiaries (taken as a whole) and (ii) the Board Nominee shall resign from the Board upon request by the Board if (A) the Board Nominee fails at any time to satisfy the criteria set forth in the preceding sentence or cause for his removal exists as contemplated by the certificate of incorporation of the Company or (B) the Principal Holders, NM and DM, and thereaftertheir Related Parties, cease at any time for any reason to hold and own, of record and Beneficially, in the aggregate at least 12,000,000 Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). Such a request by the Board may be made at any time after the occurrence of an event described in clause (ii) of the preceding sentence. Nothing herein shall excuse the Board Nominee from tendering his resignation from the Board or restrict the Board from accepting any such resignation when and as provided in the Company’s Corporate Governance Guidelines.
(d) The Board Nominee, for so long as he serves as a member of the Investor’s board nomination right under Board and for three (3) years thereafter, shall keep all Information of the Company, its Subsidiaries and its and their Representatives confidential and not disclose or use any of such Information except in connection with performing his duties as a member of the Board. At any time after he ceases to be a member of the Board for any reason, upon written notice from the Company, the Board Nominee shall, at his election, either (i) promptly destroy at his expense all of such Information (in any form other than oral) in his possession (including all copies) and confirm such destruction to the Company in writing or (ii) promptly deliver to the Company at his expense all of such Information (in any form other than oral) in his possession (including all copies). All of such Information in oral form will continue to be subject to this Section 2 continues4.1(d). If the Board Nominee becomes required by Law to disclose any of such Information, the Board Nominee will, to the extent permitted by applicable Law, as promptly as possible give written notice to that effect to the Company. The Company, in its sole discretion, shall be entitled to seek a protective order or other appropriate remedy. If the Company will seeks such an order or remedy, the Board Nominee will, upon request, use its commercially all reasonable efforts to cause fully cooperate with the election and reelection Company at its expense. Regardless of whether such protective order or other remedy is obtained, the Board Nominee will furnish only that portion of such individual Information which he is legally required to furnish. If such a protective order or remedy is not obtained, the Board Nominee will exercise reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such Information. If such a protective order or other remedy is obtained, the Board Nominee will exercise reasonable efforts to obtain reliable assurance that such Information is furnished in accordance with and subject to such protective order or remedy. To the extent that the Board Nominee furnishes Information in accordance with this Section 4.1(d), such furnishing will not constitute a breach of Directors this Section 4.1(d).
(e) The Board Nominee, for so long as he or she is serves as a Qualified Investor Designee (including recommending that the Company’s stockholders vote in favor member 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)Board, 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ rights, privileges and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) compensation as the other members of the Board of Directors. For so long in their capacity as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directorssuch, including with respect to conflicts indemnfication, insurance coverage and reimbursement for meeting participation and related expenses.
(f) The Board Nominee and the Nominators shall provide prompt written notice at such time as any event occurs of interest which they are aware that would reasonably be expected to terminate the obligation of the Company to nominate or renominate the Board Nominee (including the Board Nominee’s failure to meet the qualifications set forth in Section 4.1(c)).
(g) The obligations of the Company under this Section 4 shall terminate upon the consummation of a Change in Control; provided, however, that, for purposes of this Section 4 only, the percentage thresholds in clause (a) and recusal from deliberations (b) of the definition of Change in Control shall be 67% (and votingnot 35%).
(h) Notwithstanding anything contained herein to the contrary, neither the Company nor the Board shall have any obligations under this Section 4.1 if any Person shall have breached his obligations under Section 2 in any material respect and, if such a breach shall have occurred, the Board Nominee shall be deemed to have tendered his resignation as a member of the Board to the Board, which it may accept at any time.
(i) The Company represents that it is not aware of any reason why the Board Nominee would not meet the qualifications set forth in Section 4.1(c).
Appears in 1 contract
Samples: Registration Rights and Stockholders’ Agreement (GrafTech Holdings Inc.)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.1, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares of Then Outstanding Common Stock, at each annual meeting of Company are appointed by the Board or are nominated to stand for election and elected by stockholders of the Company Company, the Sponsor shall have the right to appoint or at any meeting of nominate for election to the stockholders Board, as applicable, one (1) individual, to serve as director of the Company at which members of (the individual appointed or nominated by the Sponsor for election to the Board of Directors are pursuant to be electedthis Section 1.1(a), or whenever a “Nominee”); provided, that 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 representative shall be reasonably acceptable to the nominating and corporate governance committee Founders. At the Effective Time, the Nominee shall be Xxxxx XxXxx, who the Founders have confirmed as being reasonably acceptable to the Founders.
(b) The Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board or executing an action by unanimous written consent of Directors (an Investor Designee who satisfied the Board, such requirementsthat, a “Qualified Investor Designee”). The Investoras of the Effective Time, the Nominee shall either be elected by the Company’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. (stockholders at the “Initial Designee”), whom meeting held to approve the Company agrees is a Qualified Investor Designee. On Transactions or prior appointed to the Closing DateBoard as of the Effective Time as a director of the Company.
(c) From and after the Effective Time, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment Nominee is included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominee, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company ..
(d) If the Nominee ceases to serve for any reason, the Sponsor shall be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee; provided, that such successor shall be reasonably acceptable to the Founders.
(e) Notwithstanding any of this Section 1.1 to the contrary, the election or appointment of the Nominee to the Board shall be subject to the prior execution by the Nominee of an individual irrevocable resignation letter in the form attached hereto as Exhibit A.
(f) The Company shall indemnify the Nominee on the same basis as all other members of the Board and otherwise supporting him for election in a manner pursuant to an indemnity agreement with terms that are no less rigorous and favorable to the Nominee than the manner in which indemnity agreements entered into between the Company supports and its other nominees)directors.
(g) The Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by the Nominee in connection with his or her services provided that if to or on behalf of the Investor determines Company and its Subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
(h) Notwithstanding the provisions of this Section 1.1, the Sponsor shall not be entitled to designate a different individual (“Replacement Designee”) Person as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply nominee to the Replacement Designee. If any Investor Designee vacates Board upon a written determination by the Board or relevant committee thereof that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of Directorsthe Company. In such an event, the Sponsor shall be entitled to select a Person as a replacement Nominee and the Company shall take all necessary actions necessary within its control to cause the appointment that Person to the Board of Directors of be nominated as a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts Nominee, including, without limitation, taking such necessary actions to cause that Person to be nominated as a Nominee at the election of such an individual to the Board of Directorssame meeting (or, subject if permitted, pursuant to the same conditions and limitations as set forth in action by written consent of the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreementstockholders) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directorsinitial Person was to be nominated; provided, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee than any such replacement Nominee shall be subject reasonably acceptable to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingFounders.
Appears in 1 contract
Board Nomination Right. For so long as the Investor beneficially owns at least three million (3,000,000a) 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 At each annual meeting of the Company’s stockholders following the Transition Date at which the Employee’s term as a director expires, the Company shall nominate Employee for election to the Board; provided that the Company shall not have any obligation to nominate Employee for election to the Board under this Agreement from and after such time (i) as Employee and his affiliates collectively beneficially own outstanding voting securities representing less than 20% of the voting power of the outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class; (ii) that a majority of the directors then in office (other than Employee), in their reasonable judgment, have determined that (x) Employee has breached his fiduciary duties or at any meeting of (y) Employee has acted in a manner that would permit the stockholders of the Company at to remove him for cause under the Delaware General Corporation Law; or (iii) as Employee has been convicted of a felony or is the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, relating to an alleged violation of any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. As of the date hereof, Employee beneficially owns the shares set forth on Exhibit C, and no other shares.
(b) If any of the events described in clauses (ii) or (iii) in the previous paragraph occur, then the Board may (in its sole discretion) request the resignation of the Employee from the Board, and promptly following such request, the Employee shall promptly offer to resign from the Board (and, if requested by the Company, promptly deliver his written resignation to the Board (which members shall provide for his immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation).
(c) Employee will be invited to participate in any meetings of the Audit Committee, Compensation Committee, or Nomination and Governance Committee, in an ex officio capacity, excluding executive sessions or during other portions of the meeting where his attendance would be a conflict of interest.
(d) Employee will be invited to chair a new Payments Innovation Committee of the Board of Directors are to that will 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingformed.
Appears in 1 contract
Samples: Transition Agreement (Marqeta, Inc.)
Board Nomination Right. For so long as 5.1.1 From the Investor date hereof until the earlier of (i) three years from the Effective Date, (ii) the date on which the Sponsor ceases to beneficially owns at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision own more than 1.0% of the Common StockStock of the Company, on a fully-diluted basis, and (iii) the termination of this Agreement in accordance with Section 6.12, at every meeting of the Board, or any other reclassification a committee thereof, or other similar recapitalization 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 5.1.1, a “Nominee”). As of the date hereof, the Nominee shall be Jxxx Xxxxx.
5.1.2 The Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board or executing an action by unanimous written consent of the Board, such that, as of the date hereof, the Nominee shall either be elected by the Company’s stockholders at the meeting held to approve the Transactions or appointed to the Board as of the date hereof as a director of the Company.
5.1.3 From and 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 necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment Nominee is included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominee, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company.
5.1.4 If the Nominee ceases to serve for any reason, the Sponsor shall be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee; provided, that such successor shall be reasonably acceptable to the Founders.
5.1.5 Notwithstanding any of this Section 5.1 to the contrary, the election or appointment of the Nominee to the Board shall be subject to the prior execution by the Nominee of an individual irrevocable resignation letter in the form attached hereto as Exhibit A.
5.1.6 The Company shall indemnify the Nominee on the same basis as all other members of the Board and otherwise supporting him for election in a manner pursuant to an indemnity agreement with terms that are no less rigorous and favorable to the Nominee than the manner in which indemnity agreements entered into between the Company supports and its other nominees)directors.
5.1.7 The Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by the Nominee in connection with his or her services provided that if to or on behalf of the Investor determines Company and its subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
5.1.8 Notwithstanding the provisions of this Section 5.1, the Sponsor shall not be entitled to designate a different individual (“Replacement Designee”) person as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply nominee to the Replacement Designee. If any Investor Designee vacates Board upon a written determination by the Board or relevant committee thereof that the person would not be qualified under any applicable law, rule or regulation to serve as a director of Directorsthe Company. In such an event, the Sponsor shall be entitled to select a person as a replacement Nominee and the Company shall take all necessary actions necessary within its control to cause the appointment that person to the Board of Directors of be nominated as a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts Nominee, including, without limitation, taking such necessary actions to cause that person to be nominated as a Nominee at the election of such an individual to the Board of Directorssame meeting (or, subject if permitted, pursuant to the same conditions and limitations as set forth in action by written consent of the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreementstockholders) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall initial person was to be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingnominated.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Longview Acquisition Corp. II)
Board Nomination Right. For so long as Subject to Section 1.02, from the Investor beneficially owns at least three million Effective Time until the termination of this Agreement in accordance with its terms:
(3,000,000a) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision At every meeting of the Common StockBoard or a committee thereof, or any other reclassification action by written consent, at or other similar recapitalization after 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 Charterhouse Parties shall have the right (but not the obligation) to appoint or nominate for election to the Board, as applicable, one (1) individual, to serve as director of the Company (the “CCP Director”). As of the date hereof), or such lesser number of shares of Common Stock which then constitute at least 10% the Charterhouse Parties designate [•] as the initial CCP Director. The Company shall use reasonable best efforts to take all actions necessary (including, without limitation, calling special meetings of the Shares Board and the stockholders of Then Outstanding Common Stockthe Company and recommending, supporting and soliciting proxies) to ensure that: (i) the CCP Director is included in the Board’s slate of nominees to the stockholders of the Company for the election of directors of the Company and recommended by the Board at each annual any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the CCP Director, if up for election, is included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or at any meeting postponement thereof, and on every action or approval by written resolution of the stockholders of the Company at which members or the Board with respect to the election of directors of the Board of Directors are to be electedCompany; provided, or whenever such action is to be taken by written consent for such purposes, that if the Charterhouse Parties inform the Company agrees in writing that they do not wish to appoint or 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 requirementsa CCP Director, 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, then the Company shall take all actions necessary (including, if necessary, by approving an enlargement not be in breach 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 obligations under this Section 2 continues1.01(a).
(b) If the CCP Director ceases to serve on the Board for any reason, the Company will use its commercially reasonable efforts Charterhouse Parties shall be entitled to cause the election designate and reelection of appoint or nominate such individual to person’s successor in accordance with this Agreement and 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 promptly fill the vacancy and thereafter with such successor CCP Director; provided, that, for the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor Charterhouse Parties shall be limited have no obligation to only one designee serving on the Board at fill any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingsuch vacancy.
Appears in 1 contract
Samples: Business Combination Agreement (GS Acquisition Holdings Corp II)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.01, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares of Then Outstanding Common Stock, at each annual meeting of 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 at any nominated by the Sponsor for election to the Board pursuant to this Section 1.01(a) and such two individuals shall be Xxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx (a “Nominee” and, collectively, the “Nominees”)). The Sponsor shall have the right to appoint or nominate another individual other than the Xxxxx X. Xxxxxxx and Xxxxxxx 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.
(b) The Company shall take all necessary actions within its control, including, but not limited to, calling a meeting of the stockholders Board or executing an action by unanimous written consent of the Company at which members Board, such that, as of the Board of Directors are to be elected, or whenever such action is to be taken by written consent for such purposesEffective Time, the Company agrees to nominate for election one individual designated Nominees shall either be elected by the Investor (an “Investor Designee”) who shall be reasonably acceptable Company’s stockholders at the meeting held to approve the Transactions or appointed to the nominating and corporate governance committee Board as of the Board of Directors Effective Time, in each case, as Class II directors (an Investor Designee who satisfied such requirementsas defined in the Company’s Organizational Documents, each a “Qualified Investor DesigneeClass II Director”). The Investor’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. .
(c) From and after the “Initial Designee”), whom the Company agrees is a Qualified Investor Designee. On or prior to the Closing DateEffective Time, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) (“Necessary Action”) to cause ensure that: (i) the appointment applicable Nominees are included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for each election of Class II Directors and recommended by the Board at any meeting of stockholders called for the purpose of electing Class II Directors; and (ii) each applicable Nominee up for election is included in the proxy statement prepared by management 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of such Class II Directors, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of Class II Directors.
(d) If any Nominee ceases to serve for any reason, the Sponsor shall, subject to the Sponsor then being entitled to nominate an individual and otherwise supporting him for election in or appointment as a manner no less rigorous and favorable than the manner in which the Company supports its other nomineesdirector pursuant to Section 1.01(a), provided that if the Investor determines be entitled to designate for election or appointment as a different individual (“Replacement Designee”) as its Investor Designee, director such person’s successor in accordance with this Agreement 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 Necessary Action to cause any such vacancy to be filled by such replacement director designated by the Sponsor as promptly as practicable after such designation (and in any event prior to the next meeting or action of the Board).
(e) Notwithstanding any of this Section 1.01 to the contrary, the election or appointment of any Nominee to the Board of Directors of a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, shall be subject to the same conditions and limitations as set forth prior execution by such Nominee of an irrevocable resignation letter in the foregoing sentence. For avoidance of doubt, form attached hereto as Exhibit A.
(f) The Company shall indemnify the Investor shall be limited to only one designee serving Nominees who are appointed or elected as Class II Directors on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) basis as the all other members of the Board and pursuant to indemnity agreements with terms that are no less favorable to such Nominees than the indemnity agreements entered into between the Company and its other non-employee directors.
(g) Nominees who are appointed or elected as Class II Directors shall be entitled to compensation (including equity awards) and the reimbursement of Directors. For so long expenses that is consistent with the compensation received and the expenses reimbursed by other non-employee directors of the Company.
(h) Notwithstanding the provisions of this Section 1.01, the Sponsor shall not be entitled to designate a Person as an Investor Designee serves on a nominee to the Board upon a written determination by the Nominating and Corporate Governance Committee of Directorsthe Company (which determination shall set forth in writing reasonable grounds for the determination) that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, subject to the last sentence of Section 1(a), the Sponsor shall be entitled to select a Person as a replacement Nominee and the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by use its best efforts to cause that Person to be nominated as a Nominee at the Board of Directors. Any Investor Designee shall be subject same meeting (or, if permitted, pursuant to the same Company policies and procedures action by written consent of the stockholders) as the other directors on the Board of Directors, including with respect initial Person was to conflicts of interest and recusal from deliberations and votingbe nominated.
Appears in 1 contract
Samples: Director Nomination Agreement (SeaStar Medical Holding Corp)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.1, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares Company are appointed by the Board or are nominated to stand for election and elected by stockholders of Then Outstanding Common Stockthe Company, at each annual the Sponsor shall have the right to appoint or nominate for election to the Board, as applicable, three (3) 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 1.1(a), a “Nominee” and, collectively, the “Nominees”); provided, that no fewer than one (1) of such individuals must be a female. At the Effective Time, unless otherwise designated by the Sponsor, the Nominees shall be Xxxxx Xxxxx and such other Nominees as shall have been designated by the Sponsor in writing in compliance with the criteria set forth with respect to such Nominees in the immediately preceding sentence.
(b) The Company shall take all necessary actions within its control, including but not limited to calling a meeting of the stockholders Board or executing an action by unanimous written consent of the Company or at any meeting Board, such that, as of the Effective Time, the Nominees shall either be elected by the Company’s stockholders at the meeting held to approve the Transactions or appointed to the Board as of the Company at which members of Effective Time, in each case, as Class I directors (as defined in the Board of Directors are to be electedCompany’s Organizational Documents, 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 each a “Investor DesigneeClass I Director”) who shall be reasonably acceptable to with terms ending at the nominating Company’s 2021 annual meeting.
(c) From and corporate governance committee of after 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 DateEffective Time, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment applicable Nominees are included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for each election of Class I Directors and recommended by the Board at any meeting of stockholders called for the purpose of electing Class I Directors; and (ii) each applicable Nominee up for election is included in the proxy statement prepared by management 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the election foregoing for every meeting of such an individual and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which stockholders of the Company supports its other nominees), provided that if the Investor determines called with respect 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the Board election of Class I Directors.
(d) If any Nominee ceases to serve for any reason, the Sponsor shall, subject to the same conditions and limitations Sponsor then being entitled to nominate such individual for election or appointment as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time a director pursuant to this Section 2. Such designee shall 1.1(a), be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee.
(e) Notwithstanding any of this Section 1.1 to the contrary, the election or appointment of any Nominee to the Board shall be subject to the prior execution by such Nominee of an irrevocable resignation letter in the form attached hereto as Exhibit A.
(f) The Company shall indemnify the Nominees on the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) basis as the all other members of the Board and pursuant to indemnity agreements with terms that are no less favorable to the Nominees than the indemnity agreements entered into between the Company and its other non-employee directors.
(g) Nominees shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of Directorsthe Company. For so long as an Investor Designee serves on the Board of DirectorsIn addition, the Company shall maintain pay the reasonable, documented, out-of-pocket expenses incurred by each Nominee in place directors’ connection with his or her services provided to or on behalf of the Company and officers’ indemnity insurance coverage in an amount deemed appropriate its Subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
(h) Notwithstanding the provisions of this Section 1.1, the Sponsor shall not be entitled to designate a Person as a nominee to the Board upon a written determination by the Board [Nominating and Corporate Governance] Committee of Directorsthe Company (which determination shall set forth in writing reasonable grounds for the determination) that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. Any Investor Designee In such an event, the Sponsor shall be subject entitled to select a Person as a replacement Nominee and the Company shall use its best efforts to cause that Person to be nominated as a Nominee at the same meeting (or, if permitted, pursuant to the same Company policies and procedures action by written consent of the stockholders) as the other directors on the Board of Directors, including with respect initial Person was to conflicts of interest and recusal from deliberations and votingbe nominated.
Appears in 1 contract
Board Nomination Right. For so long as 5.1.1 From the Investor beneficially owns date hereof until the earlier of (i) three years from the Effective Date and (ii) the termination of this Agreement in accordance with Section 6.12, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common StockBoard, or any other reclassification a committee thereof, or other similar recapitalization 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 subsection 5.1.1, a “Nominee”). As of the date hereof, the Nominee shall be Xxx Swedish.
5.1.2 The Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board or executing an action by unanimous written consent of the Board, such that, as of the date hereof, the Nominee shall either be elected by the Company’s stockholders at the meeting held to approve the Transactions or appointed to the Board as of the date hereof as a director of the Company.
5.1.3 From and 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 necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment Nominee is included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominee, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors of the Company.
5.1.4 If the Nominee ceases to serve for any reason, the Sponsor shall be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee; provided, that such successor shall be reasonably acceptable to the Company.
5.1.5 The Company shall indemnify the Nominee on the same basis as all other members of the Board and pursuant to an individual and otherwise supporting him for election in a manner indemnity agreement with terms that are no less rigorous and favorable to the Nominee than the manner in which indemnity agreements entered into between the Company supports and its other nominees)directors.
5.1.6 The Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by the Nominee in connection with his or her services provided that if to or on behalf of the Investor determines Company and its subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
5.1.7 Notwithstanding the provisions of this Section 5.1, the Sponsor shall not be entitled to designate a different individual (“Replacement Designee”) person as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply nominee to the Replacement Designee. If any Investor Designee vacates Board upon a written determination by the Board or relevant committee thereof that the person would not be qualified under any applicable law, rule or regulation to serve as a director of Directorsthe Company. In such an event, the Sponsor shall be entitled to select a person as a replacement Nominee and the Company shall take all necessary actions necessary within its control to cause the appointment that person to the Board of Directors of be nominated as a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts Nominee, including, without limitation, taking such necessary actions to cause that person to be nominated as a Nominee at the election of such an individual to the Board of Directorssame meeting (or, subject if permitted, pursuant to the same conditions and limitations as set forth in action by written consent of the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreementstockholders) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall initial person was to be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingnominated.
Appears in 1 contract
Board Nomination Right. For so long (a) At the Effective Time, the board of directors of the Company (the “Board”) shall be comprised of nine (9) members, including Mx. XXXX Qiyu, who shall serve as a co-chairman of the Investor beneficially owns at least three million (3,000,000) shares of Common Stock Board. The Shareholder will timely nominate the Nominee (as adjusted defined below) for any stock split, stock dividend or any subdivision of election to the Common Stock, or any other reclassification or other similar recapitalization after Board at 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 shareholders meeting of the stockholders Company and provide all information and materials necessary for the inclusion of such Nominee in the NFC Director Election Proposal.
(b) From the Effective Time until the date that the Shareholder ceases to Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% of all of the NFC Ordinary Shares then issued and outstanding, 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 at any meeting are nominated to stand for election and elected by shareholders 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 Company:
(an “Investor Designee”A) 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 continuesShareholder Beneficially Own a number of NFC Ordinary Shares representing at least 10.8% of all of the NFC Ordinary Shares then issued and outstanding, the Company will use its commercially reasonable efforts Shareholder shall have the right to cause the appoint or nominate for election and reelection of such individual to the Board Board, as applicable, two (2) individuals, to serve as directors of Directors the Company; provided that (i) if one of these individuals is Mx. XXXX Qiyu, Mx. XXXX Qiyu shall serve as a co-chairman of the Board, and (b) in the event the Shareholder Beneficially Own a number of NFC Ordinary Shares representing at least 22.5% of all of the NFC Ordinary Shares then issued and outstanding, in addition to its rights provided in the foregoing clause, the Shareholder shall also have the right to appoint or nominate for election to the Board, as applicable, a third individual, to serve as an independent director of the Company; and
(B) for so long as he or she is the Shareholder Beneficially Own a Qualified Investor Designee (including recommending that the Company’s stockholders vote in favor number of NFC Ordinary Shares representing at least 3.33% but less than 10.8% of all of the election of such an individual NFC Ordinary Shares then issued and otherwise supporting him outstanding, the Shareholder shall have the right to appoint or nominate for election in to the Board, as applicable, one (1) individual, to serve as a manner no less rigorous and favorable than the manner in which director of the Company supports its other nominees), provided that if (any individual appointed or nominated by 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 Shareholder for election to the Board of Directors of pursuant to Section 1.1(b)(A) or Section 1.1(b)(B), a Qualified Investor Designee nominated by the Investor to fill the vacancy “Nominee” and thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubtcollectively, the Investor “Nominees”); and if such individual is Mx. XXXX Qiyu, Mx. XXXX Qiyu shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) serve as the other members a co-chairman of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingBoard.
Appears in 1 contract
Samples: Director Nomination Agreement (Fosun Industrial Co., LTD)
Board Nomination Right. For so long (a) At the Effective Time, the board of directors of the Company (the “Board”) shall be comprised of nine (9) members, including Xx. XXXX Qiyu, who shall serve as a co-chairman of the Investor beneficially owns at least three million (3,000,000) shares of Common Stock Board. The Shareholder will timely nominate the Nominee (as adjusted defined below) for any stock split, stock dividend or any subdivision of election to the Common Stock, or any other reclassification or other similar recapitalization after Board at 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 shareholders meeting of the stockholders Company and provide all information and materials necessary for the inclusion of such Nominee in the NFC Director Election Proposal.
(b) From the Effective Time until the date that the Shareholder ceases to Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% of all of the NFC Ordinary Shares then issued and outstanding, 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 at any meeting are nominated to stand for election and elected by shareholders 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 Company:
(an “Investor Designee”A) 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 continuesShareholder Beneficially Own a number of NFC Ordinary Shares representing at least 10.8% of all of the NFC Ordinary Shares then issued and outstanding, the Company will use its commercially reasonable efforts Shareholder shall have the right to cause the appoint or nominate for election and reelection of such individual to the Board Board, as applicable, two (2) individuals, to serve as directors of Directors the Company; provided that (i) if one of these individuals is Xx. XXXX Qiyu, Xx. XXXX Qiyu shall serve as a co-chairman of the Board, and (b) in the event the Shareholder Beneficially Own a number of NFC Ordinary Shares representing at least 22.5% of all of the NFC Ordinary Shares then issued and outstanding, in addition to its rights provided in the foregoing clause, the Shareholder shall also have the right to appoint or nominate for election to the Board, as applicable, a third individual, to serve as an independent director of the Company; and
(B) for so long as he or she is the Shareholder Beneficially Own a Qualified Investor Designee (including recommending that the Company’s stockholders vote in favor number of NFC Ordinary Shares representing at least 3.33% but less than 10.8% of all of the election of such an individual NFC Ordinary Shares then issued and otherwise supporting him outstanding, the Shareholder shall have the right to appoint or nominate for election in to the Board, as applicable, one (1) individual, to serve as a manner no less rigorous and favorable than the manner in which director of the Company supports its other nominees), provided that if (any individual appointed or nominated by 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 Shareholder for election to the Board of Directors of pursuant to Section 1.1(b)(A) or Section 1.1(b)(B), a Qualified Investor Designee nominated by the Investor to fill the vacancy “Nominee” and thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubtcollectively, the Investor “Nominees”); and if such individual is Xx. XXXX Qiyu, Xx. XXXX Qiyu shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) serve as the other members a co-chairman of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingBoard.
Appears in 1 contract
Samples: Director Nomination Agreement (New Frontier Health Corp)
Board Nomination Right. For so long as 2.1 The Investor shall be entitled to nominate for election to 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, Board at each annual meeting of the stockholders of the Company or at and any special meeting of the stockholders of the Company at which members a vacancy on the Board caused by the death, resignation or removal of the Board of Directors are Investor Director (as defined below) is proposed to be electedfilled (each such meeting, or whenever such action an “Election Meeting”), one natural person (the “Investor Nominee” and any Board Nominee that is serving as a director of the Company at any time and from time to be taken by written consent for such purposestime in accordance with this Agreement, 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 DesigneeDirector”). The Investor shall use its reasonable best efforts to notify the Company in writing of the identity of the Investor Nominee sufficiently in advance of the date on which the proxy materials are to be delivered to the stockholders of the Company by the Company in connection with the applicable Election Meeting to allow for inclusion of the Investor Nominee in such proxy materials, and to provide the Company with a duly completed and executed Director Questionnaire with respect to the Investor Nominee substantially in the form that the Company provides to its outside directors generally.
2.2 The parties hereto acknowledge and agree that, as of the date hereof, the Investor has not nominated an Investor Nominee. At any time after the date of this Agreement, upon the Investor’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Xx. (the “Initial Designee”), whom written notice to the Company agrees is notifying the Company in writing of the identity of the Investor Nominee, together with a Qualified Investor Designee. On or prior duly completed and executed Director Questionnaire with respect to the Closing DateInvestor Nominee substantially in the form that the Company provides to its outside directors generally, the Company shall shall, to the fullest extent permitted by applicable law, take all actions necessary such lawful action so as to cause (includinga) the number of directors constituting the Board to be increased by one (if there shall not then be a vacancy or newly-created directorship on the Board), and (b) the newly-created directorship created thereby (or the vacancy, if necessary, by approving an enlargement of its Board of Directors to create a vacancy thereonthere shall be one) to be filled with the Investor Nominee.
2.3 Immediately upon the effectiveness of the election of the Investor Director pursuant to Section 2.2, the Investor shall cause the appointment Observer (if the Observer is not the same natural person as the Investor Director) to step down as the Observer.
2.4 Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Board of Directors or the Nominating & Corp Governance Committee, as applicable, determines, in good faith, after consultation with outside legal counsel, that any of the Initial Designee effective as actions of the Closing Date, and thereafter, for so long as the Investor’s board nomination right under this Section 2 continues, Company contemplated by Sections 2.1 or 2.2 would constitute a breach of fiduciary duties to 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 or does not otherwise comply with any requirements of the election Company’s certificate of incorporation or bylaws, the securities laws of the United States or any state thereof, the General Corporation Law of the State of Delaware or applicable stock exchange rules, then the Board or the Nominating & Corp Governance Committee, as applicable, shall notify the Investor of such an individual determination in writing and otherwise supporting him explain in reasonable detail the basis 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 Designeesuch determination, 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited entitled to only one designee serving nominate a new natural person as the Investor Nominee in accordance with Section 2.1 or Section 2.2, as applicable.
2.5 In furtherance of the rights granted to the Investor by this Section 2, the Company shall, to the fullest extent permitted by applicable law, take all such lawful action so as to cause: (a) the annual meeting of the stockholders of the Company for 2022 (the “2022 Annual Meeting”) to be held on or before August 15, 2022; (b) the submission to the stockholders of the Company at the 2022 Annual Meeting a proposal to amend Part D of Article FIFTH of the Company’s certificate of incorporation in its entirety to provide “Intentionally Omitted” (such proposal, the “Amendment Proposal”); (c) to the extent that the Amendment Proposal is not approved by the stockholders of the Company at the 2022 Annual Meeting, to call and hold a special meeting of the stockholders of the Company to reconsider the Amendment Proposal within three months of the 2022 Annual Meeting (the “First Special Meeting”); (d) to the extent that the Amendment Proposal is not approved by the stockholders of the Company at the First Special Meeting, to call and hold a second special meeting of the stockholders of the Company to again reconsider the Amendment Proposal within three months of the First Special Meeting (the “Second Special Meeting”); (e) to the extent that the Amendment Proposal is not approved by the stockholders of the Company at the Second Special Meeting, to call and hold a third special meeting of the stockholders of the Company to again reconsider the Amendment Proposal within three months of the Second Special Meeting; and (f) promptly following approval of the Amendment Proposal by the stockholders of the Company, the adoption of amendments to or an amendment and restatement of the bylaws of the Company to require the Board to call a special meeting of the stockholders of the Company upon appropriate written request of the stockholder or stockholders of record of the Company holding not less than twenty percent (20%) in voting power of the then outstanding shares of capital stock of the Company generally entitled to vote.
2.6 The rights granted to the Investor by this Section 2 can be terminated at any time pursuant to this Section 2. Such designee shall be entitled by the Investor, upon written notice to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingCompany.
Appears in 1 contract
Samples: Board Observer and Nomination Right Agreement (Cadiz Inc)
Board Nomination Right. For so long as (a) From the Investor beneficially owns Effective Time until the termination of this Agreement in accordance with Section 2.1, at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision every meeting of the Common Stock, or any other reclassification or other similar recapitalization after board of directors of the date hereofCompany (the “Board”), or such lesser number of shares of Common Stock a committee thereof, or action by written consent, at or by which then constitute at least 10% directors of the Shares of Then Outstanding Common Stock, at each annual meeting of Company are appointed by the Board or are nominated to stand for election and elected by stockholders of the Company Company, the Investors shall have the right to appoint or at any meeting nominate for election to the board of the stockholders directors of the Company at which members (the “Board”), as applicable, an aggregate of three (3) individuals, to serve as directors of the Company (each individual appointed or nominated by the Investors for election to the Board pursuant to this Section 1.1(a), each a “Nominee” and, together, the “Nominees”) with two (2) Nominees designated as Class I directors of the Board and one (1) Nominee designated as a Class II director of Directors are to be electedthe Board. At the Effective Time, or whenever such action is to be taken by written consent for such purposes, the Company agrees to nominate for election one individual unless otherwise designated by the Investor (an “Investor Designee”) who Investors, one of the Class I director Nominees shall be reasonably acceptable to Xxxx Xxxxx and the nominating and corporate governance committee of Class II director Nominee shall be Xxxxx Xxx (the Board of Directors (an Investor Designee who satisfied such requirements, a “Qualified Investor DesigneeInitial Nominee”). The Investor’s initial designee under this Agreement Investors shall be Rxxxxx X. Xxxxxxx Xx. have the right to jointly designate one (1) additional Class I director Nominee to the Board (the “Initial DesigneeAdditional Nominee”) on a date after the Effective Time (the “Additional Effective Time”). For the avoidance of doubt, whom the total number individuals to be nominated by the Investors pursuant to this Section 1.1 shall be reduced by the number of Nominees who are already elected and sitting on the Board and who are not then up for reelection.
(b) The Company agrees is shall take all necessary actions within its control, including but not limited to calling a Qualified Investor Designee. On meeting of the Board or prior executing an action by unanimous written consent of the Board, such that, as of the Effective Time, each of the Initial Nominees shall be appointed to the Closing Board as of the Effective Time as a director of the Company. The Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board or executing an action by unanimous written consent of the Board, such that, as of the Additional Effective Time, the Additional Nominee shall be appointed to the Board as of the Additional Effective Time as a director of the Company.
(c) From and after the Effective Time until the Termination Date, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its the Board and the stockholders of Directors to create a vacancy thereonthe Company and recommending, supporting and soliciting proxies) to cause ensure that: (i) the appointment Nominees are included in the Board’s slate of nominees to the Board of Directors stockholders of the Initial Designee effective as Company for the election of directors of the Closing DateCompany and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the Nominees, and thereafterif up for election, for so long as is included in the Investor’s board nomination right under this Section 2 continues, proxy statement prepared by management of 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 in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment
(d) If any Nominee ceases to serve for any reason, the Investors shall be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee.
(e) The Company shall indemnify each Nominee on the same basis as all other members of the Board and pursuant to an individual and otherwise supporting him for election in a manner indemnity agreement with terms that are no less rigorous and favorable to such Nominee than the manner in which indemnity agreements entered into between the Company supports and its other nominees)non-employee directors.
(f) Each Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by each Nominee in connection with his or her services provided that if to or on behalf of the Investor determines Company and its subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.
(g) Notwithstanding the provisions of this Section 1.1, the Investors shall not be entitled to designate a different individual (“Replacement Designee”) Person as its Investor Designee, and such Replacement Designee is a Qualified Investor Designee, such obligation shall instead apply nominee to the Replacement Designee. If any Investor Designee vacates Board upon a written determination by the Board or relevant committee thereof that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of Directorsthe Company. In such an event, the Investors shall be entitled to select the Person as a replacement Nominee and the Company shall take all necessary actions necessary within its control to cause the appointment that Person to the Board of Directors of be nominated as a Qualified Investor Designee nominated by the Investor to fill the vacancy and thereafter the Company will use its commercially reasonable efforts Nominee, including, without limitation, taking such necessary actions to cause that Person to be nominated as a Nominee at the election of such an individual to the Board of Directorssame meeting (or, subject if permitted, pursuant to the same conditions and limitations as set forth in action by written consent of the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreementstockholders) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall initial Person was to be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingnominated.
Appears in 1 contract
Samples: Director Nomination Agreement (SpringBig Holdings, Inc.)
Board Nomination Right. For Beginning on the Closing Date and until the fifth (5th) anniversary of the date of this Agreement, and thereafter for so long as the Investor Investors and their Affiliates collectively beneficially owns own voting securities representing at least three million (3,000,000) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision 7.5% 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% voting power of the Shares of Then Outstanding Common StockStock (assuming full exercise of the next available Top-Up Right), 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, for so long as the Company has a classified Board, at any meeting of the stockholders of the Company at which Class III members of the Board 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 Celgene Corporation (an “Investor Designee”) who shall be (a) is a person other than an officer or employee of the Standstill Parties or any other individual having a relationship that, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, (b) is an Independent Director within the meaning of Rule 5605(a)(ii) of the NASDAQ Marketplace Rules, and (c) otherwise is reasonably acceptable to the nominating and corporate governance committee of the Company’s Board of Directors (an Investor Designee who satisfied such requirements, a “Qualified Investor Designee”). The InvestorNotwithstanding (a) and (b) above, for Celgene Corporation’s initial designee under this Agreement shall be Rxxxxx X. Xxxxxxx Agreement, Celgene Corporation may designate Xx. Xxxxxx X. Daniel (the “Initial Designee”), whom and, in replacement of the Company agrees Initial Designee, may subsequently designate one person as a Replacement Designee that is an “officer” of Celgene Corporation for purposes of Section 16 of the Exchange Act within the meaning of Rule 16a-1(f) thereunder (the “First Subsequent Designee”), if such Initial Designee and/or First Subsequent Designee, as applicable, satisfies (c) above to qualify as a Qualified Investor Designee hereunder (and such person will continue to be a Qualified Investor Designee, including for purposes of nomination for election and reelection as director, so long as (c) remains satisfied); provided that for any subsequent designee (other than the First Subsequent Designee), including any Replacement Designee (other than the First Subsequent Designee), (a) and (b) shall be reinstituted as required for such designee. On or prior to Promptly following the Closing Datedate of this Agreement, 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 Company’s Board of Directors of the Initial Qualified Investor Designee effective designated as of the Closing Date, aforesaid and thereafter, for so long as the InvestorCelgene Corporation’s board nomination right under the first sentence of this Section 2 4.4 continues, the Company will use its commercially reasonable efforts to cause the election and reelection of such individual to the Company’s 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 or her 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 Celgene Corporation determine 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 Company’s Board of Directors, the Company shall take all actions necessary to cause the appointment to the Company’s Board of Directors of a Qualified Investor Designee nominated by the Investor Celgene Corporation to fill the vacancy and thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Company’s Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor Celgene Corporation shall be limited to only one designee serving on the Board at any time pursuant to this Section 24.4. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Company’s Board of Directors, including with respect to conflicts of interest and recusal from deliberations and voting.
Appears in 1 contract
Samples: Voting and Standstill Agreement (Juno Therapeutics, Inc.)
Board Nomination Right. For so long (a) At the Effective Time, [●] (the “Initial Nominee”) was designated to serve on the board of directors of the Company (the “Board”) as a Class III director of the Investor beneficially owns at least three million Company pursuant to Article V of the Certificate of Incorporation.
(3,000,000b) shares of Common Stock If a Nominee (as adjusted whether the Initial Nominee or a Successor Nominee) ceases to serve for any stock splitreason, stock dividend or any subdivision then the Board will take all action necessary to promptly appoint another person to the Board mutually agreed upon by Sponsor and the Company to serve as a director in place of the Common StockInitial Nominee (each, or any other reclassification or other similar recapitalization after a “Successor Nominee” and, together with the date hereofInitial Nominee, the “Nominees”), or such lesser number of shares of Common Stock which then constitute at least 10% . Any Successor Nominee must (i) be qualified to serve as a member of the Shares of Then Outstanding Common StockBoard under all applicable Company Policies (defined below) and applicable legal, at each annual meeting regulatory and stock market requirements; and (ii) meet the independence requirements with respect to Company of the stockholders listing rules of The Nasdaq Stock Market.
(c) Notwithstanding any of this Section 1.1 to the contrary, the election or appointment of the Nominee to the Board shall be subject to the prior execution by the Nominee of an irrevocable resignation letter in the form attached hereto as Exhibit A.
(d) The Company shall indemnify each Nominee on the same basis as all other members of the Board and pursuant to an indemnity agreement with terms that are no less favorable to such Nominee than the indemnity agreements entered into between the Company and its other non-employee directors.
(e) During his or her service to the Board, each Nominee shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by the Nominee in connection with his or her services provided to or on behalf of the Company and its Subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at any meeting the Company’s request.
(f) At all times while a Nominee is serving as a member of the stockholders of the Company at which Board, he or she will (i) meet all applicable director independence, qualification and other standards generally applicable to non-employee Board members of the Company, of applicable stock exchange listing standards, and of the SEC, and applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) be qualified to serve as a director under the Act. The Nominee and Sponsor shall promptly advise the Board or appropriate committee thereof if a Nominee ceases to satisfy any of Directors are to be elected, or whenever such action is to be taken by written consent for such purposesthe conditions in the preceding sentence.
(g) At all times while a Nominee serves as a member of the Board, the Company agrees Nominee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to nominate for election one individual designated by non-management Board members, including the Investor (an “Investor Designee”) who shall be reasonably acceptable to the nominating Company’s Code of Business Conduct and Ethics, Corporate Governance Guidelines, Stock Ownership Guidelines, and any other securities trading policies, anti-hedging policies, conflict of interest policies, confidentiality policies, related party transactions guidelines and corporate governance committee of guidelines or other items applicable to such directors, whether currently in place or as may be adopted by 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. Company in the future (the “Initial DesigneeCompany Policies”), 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 thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and voting.
Appears in 1 contract
Board Nomination Right. For so long as Subject to Section 1.02, from the Investor beneficially owns at least three million Effective Time until the termination of this Agreement in accordance with its terms:
(3,000,000a) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision At every meeting of the Common StockBoard or a committee thereof, or any other reclassification action by written consent, at or other similar recapitalization after 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 SPAC Sponsor shall have the right (but not the obligation) to appoint or nominate for election to the Board, as applicable, two (2) individuals, to serve as director of the Company (the “SPAC Sponsor Directors”). As of the date hereof), or such lesser number of shares of Common Stock which then constitute at least 10% the SPAC Sponsor designates [ ] and [ ] as the initial SPAC Sponsor Directors. The Company shall use reasonable best efforts to take all actions necessary (including, without limitation, calling special meetings of the Shares Board and the stockholders of Then Outstanding Common Stockthe Company and recommending, supporting and soliciting proxies) to ensure that: (i) the SPAC Sponsor Directors are included in the Board’s slate of nominees to the stockholders of the Company for the election of directors of the Company and recommended by the Board at each annual any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the SPAC Sponsor Directors, if up for election, are included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or at any meeting postponement thereof, and on every action or approval by written resolution of the stockholders of the Company at which members or the Board with respect to the election of directors of the Board of Directors are to be electedCompany; provided, or whenever such action is to be taken by written consent for such purposes, that if the SPAC Sponsor informs the Company agrees in writing that it does not wish to appoint or 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 requirementsa SPAC Sponsor Director, 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, then the Company shall take all actions necessary (including, if necessary, by approving an enlargement not be in breach 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 obligations under this Section 2 continues1.01(a).
(b) If either SPAC Sponsor Director ceases to serve on the Board for any reason, the Company will use its commercially reasonable efforts SPAC Sponsor shall be entitled to cause the election designate and reelection of appoint or nominate such individual to person’s successor in accordance with this Agreement and 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 promptly fill the vacancy and thereafter with such successor SPAC Sponsor Director; provided, that, for the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor SPAC Sponsor shall be limited have no obligation to only one designee serving on the Board at fill any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingsuch vacancy.
Appears in 1 contract
Samples: Director Nomination Agreement (GS Acquisition Holdings Corp II)
Board Nomination Right. For so long as the Investor beneficially owns at least three million (3,000,000a) shares As of Common Stock (as adjusted for any stock splitJanuary 1, stock dividend or any subdivision of the Common Stock2025, 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 agrees that the stockholders of the Company at which members size of the Board of Directors are shall be increased to be electedseven (7) members from five (5) members, or whenever and the Company shall use its reasonable best efforts to increase the size of the Board as set forth in this Section 4.7(a). Upon such action is to be taken by written consent for such purposesincrease in size of the Board of Directors, the Company agrees to Board of Directors shall appoint or nominate for election to the Board of Directors a new independent director to fill one of the newly created Board of Director seats, which new independent director will be subject to the reasonable approval of Purchaser.
(b) As of January 1, 2025, the Purchaser shall have the right to designate to the Board of Directors one (1) individual designated to serve as director of the Company (the individual appointed or nominated by the Investor (an Purchaser for election to the Board of Directors pursuant to this Section 4.7, the “Investor Purchaser Designee”) who . Purchaser Designee shall be reasonably acceptable entitled to the nominating and corporate governance committee be part of any committees of the Board of Directors in the same manner as, or as long as, other non-independent directors are part of such committees.
(c) Until the Purchaser Board Seat Fall-Away, the Company shall take all necessary actions within its control, including but not limited to calling a meeting of the Board of Directors or executing an Investor action by unanimous written consent of the Board of Directors, such that the Purchaser 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 promptly appointed to the Closing DateBoard of Directors as a director of the Company.
(d) Until the Purchaser Board Seat Fall-Away, the Company shall take all actions necessary (including, if necessarywithout limitation, by approving an enlargement calling special meetings of its Board of Directors to create a vacancy thereon) to cause the appointment to the Board of Directors and the stockholders of the Initial Company and recommending, supporting and soliciting proxies) to ensure that: (i) if up for election, the Purchaser Designee effective as is included in the slate of nominees to the stockholders of the Closing Date, and thereafter, Company for so long as the Investor’s board nomination right under this Section 2 continues, election of directors of the Company will use its commercially reasonable efforts to cause the election and reelection of such individual to recommended by the Board of Directors at any meeting of stockholders called for so long as he or she the purpose of electing directors of the Company; and (ii) the Purchaser Designee, if up for election, is a Qualified Investor Designee (including recommending that included in the proxy statement prepared by management of the Company in connection with the Company’s stockholders vote solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to 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 members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company shall take all actions necessary to cause the appointment to or the Board of Directors of a Qualified Investor Designee nominated by the Investor with respect to fill the vacancy and thereafter the Company will use its commercially reasonable efforts to cause the election of such an individual directors of the Company.
(e) Until the Purchaser Board Seat Fall-Away, if the Purchaser Designee ceases to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubtserve for any reason, the Investor shall be limited to only one designee serving on the Board at any time pursuant to this Section 2. Such designee Purchaser shall be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board of Directors shall promptly fill the vacancy with such successor Purchaser Designee.
(f) The Company shall indemnify the Purchaser Designee on the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) basis as the all other members of the Board of DirectorsDirectors and pursuant to an indemnity agreement with terms that are no less favorable to the Purchaser Designee than the indemnity agreements entered into between the Company and its other non-employee directors, and the Purchaser Designee shall be covered by the same insurance provisions and coverage as are applicable to the Company’s other non-employee directors. For so long as an Investor The Company will reimburse the Purchaser Designee serves on for all reasonable and documented expenses incurred in connection with the Purchaser Designee’s participation in meetings of the Board of Directors or any committee of the Board of Directors, including, without limitation, all reasonable and documented travel, lodging and meal expenses, in each case to the same extent as the Company reimburses any other non-executive member of the Board of Directors for such expenses.
(g) The Company’s obligations to have any Purchaser Designee elected to the Board of Directors or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.7, as applicable, shall maintain in place each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable law and stock exchange rules regarding service as a director of the Company and all other criteria and qualifications for service as a director applicable to all directors of the Company, as reasonably determined by the Company and the Purchaser. To the extent a Purchaser Designee is determined to not meet such criteria, the Purchaser shall be entitled to continue designating a replacement until such proposed designee is appointed to the Board. The Purchaser will cause each Purchaser Designee to make themself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board of Directors may reasonably request to determine the Purchaser Designee eligibility and qualification to serve as a director of the Company, but only to the same extent as any other director of the Company. No Purchaser Designee shall be eligible to serve on the Board of Directors if they have been involved in any of the events enumerated under Item 2(d) or (2) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any judgment prohibiting service as a director of any public company. As a condition to any Purchaser Designee’s election to the Board of Directors or nomination for election as a director of the Company at any meeting of the Company’s stockholders, the Purchaser and the Purchaser Designee must provide to the Company:
(i) all information requested by the Company that is required to be or is customarily disclosed for directors’ , candidates for directors and officers’ indemnity insurance coverage their respective affiliates and representatives in a proxy statement or other filings in accordance with applicable law, any stock exchange rules or listing standards or the Company’s corporate governance guidelines, in each case, relating to such Purchaser Designee’s election as a director of the Company or the Company’s operations in the ordinary course of business;
(ii) all information customarily requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to such Purchaser Designee’s nomination or election, as applicable, as a director of the Company or the Company’s operations in the ordinary course of business;
(iii) an amount deemed appropriate undertaking in writing by such Purchaser Designee, if and to the extent also customarily required of all other non-employee directors of the Company:
(A) to be subject to, bound by and duly comply with applicable law, the Company’s organizational documents, the policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board of Directors members or members of any committee of which such Nominee may be a member, including the Company’s Code of Conduct and Ethics, xxxxxxx xxxxxxx policy and all other Company policies and guidelines applicable generally to directors serving on the Board of Directors with respect to trading in the Company’s securities;
(B) to keep confidential all non-public information about the Company and its affiliates of which Purchaser Designee becomes aware in their capacity as a member of the Board of Directors. Any Investor Designee shall be subject ; and
(C) to the same Company policies and procedures as the other directors on recuse themself from any deliberations or discussion of the Board of DirectorsDirectors or any committee thereof (1) regarding any transactions with or matters relating to the Nominee, including the Purchaser or any Affiliate of the Purchaser or (2) that, in the Board of Director’s sole judgment, (a) would reasonably be likely to result in a conflict of interest, (b) adversely affect the attorney-client privilege between the Company and its counsel, or (c) result in a violation of applicable law.
(h) The Company shall be permitted to withhold any information and to exclude the Nominee from any meeting or portion thereof with respect to conflicts information and meetings involving items to which Section 4.7(g)(iii)(C) is applicable.
(i) For the purposes of interest this Section 4.7, “Purchaser Board Seat Fall-Away” means the first day on which the Purchaser Beneficial Ownership Requirement is not satisfied, and recusal from deliberations “Purchaser Beneficial Ownership Requirement” means that the Purchaser continues to beneficially own at all times at least 7,450,000 Shares, subject to adjustment for reverse and votingforward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to Closing.
Appears in 1 contract
Board Nomination Right. For so long as Subject to Section 1.02, from the Investor beneficially owns at least three million Effective Time until the termination of this Agreement in accordance with its terms:
(3,000,000a) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision At every meeting of the Common StockBoard or a committee thereof, or any other reclassification action by written consent, at or other similar recapitalization after 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 SPAC Sponsor shall have the right (but not the obligation) to appoint or nominate for election to the Board, as applicable, two (2) individuals, to serve as director of the Company (the “SPAC Sponsor Directors”). As of the date hereof), or such lesser number of shares of Common Stock which then constitute at least 10% the SPAC Sponsor designates Xxxxxxxx Xxxxxxxx and Xxxxxxxx (Jo) Natauri as the initial SPAC Sponsor Directors. The Company shall use reasonable best efforts to take all actions necessary (including, without limitation, calling special meetings of the Shares Board and the stockholders of Then Outstanding Common Stockthe Company and recommending, supporting and soliciting proxies) to ensure that: (i) the SPAC Sponsor Directors are included in the Board’s slate of nominees to the stockholders of the Company for the election of directors of the Company and recommended by the Board at each annual any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the SPAC Sponsor Directors, if up for election, are included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or at any meeting postponement thereof, and on every action or approval by written resolution of the stockholders of the Company at which members or the Board with respect to the election of directors of the Board of Directors are to be electedCompany; provided, or whenever such action is to be taken by written consent for such purposes, that if the SPAC Sponsor informs the Company agrees in writing that it does not wish to appoint or 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 requirementsa SPAC Sponsor Director, 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, then the Company shall take all actions necessary (including, if necessary, by approving an enlargement not be in breach 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 obligations under this Section 2 continues1.01(a).
(b) If either SPAC Sponsor Director ceases to serve on the Board for any reason, the Company will use its commercially reasonable efforts SPAC Sponsor shall be entitled to cause the election designate and reelection of appoint or nominate such individual to person’s successor in accordance with this Agreement and 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 promptly fill the vacancy and thereafter with such successor SPAC Sponsor Director; provided, that, for the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor SPAC Sponsor shall be limited have no obligation to only one designee serving on the Board at fill any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingsuch vacancy.
Appears in 1 contract
Samples: Director Nomination Agreement (Mirion Technologies, Inc.)
Board Nomination Right. For so long as Subject to Section 1.02, from the Investor beneficially owns at least three million Effective Time until the termination of this Agreement in accordance with its terms:
(3,000,000a) shares of Common Stock (as adjusted for any stock split, stock dividend or any subdivision At every meeting of the Common StockBoard or a committee thereof, or any other reclassification action by written consent, at or other similar recapitalization after 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 Charterhouse Parties shall have the right (but not the obligation) to appoint or nominate for election to the Board, as applicable, one (1) individual, to serve as director of the Company (the “CCP Director”). As of the date hereof), or such lesser number of shares of Common Stock which then constitute at least 10% the Charterhouse Parties designate Xxxxxxxxxxx Xxxxxx as the initial CCP Director. The Company shall use reasonable best efforts to take all actions necessary (including, without limitation, calling special meetings of the Shares Board and the stockholders of Then Outstanding Common Stockthe Company and recommending, supporting and soliciting proxies) to ensure that: (i) the CCP Director is included in the Board’s slate of nominees to the stockholders of the Company for the election of directors of the Company and recommended by the Board at each annual any meeting of stockholders called for the purpose of electing directors of the Company; and (ii) the CCP Director, if up for election, is included in the proxy statement prepared by management of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or at any meeting postponement thereof, and on every action or approval by written resolution of the stockholders of the Company at which members or the Board with respect to the election of directors of the Board of Directors are to be electedCompany; provided, or whenever such action is to be taken by written consent for such purposes, that if the Charterhouse Parties inform the Company agrees in writing that they do not wish to appoint or 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 requirementsa CCP Director, 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, then the Company shall take all actions necessary (including, if necessary, by approving an enlargement not be in breach 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 obligations under this Section 2 continues1.01(a).
(b) If the CCP Director ceases to serve on the Board for any reason, the Company will use its commercially reasonable efforts Charterhouse Parties shall be entitled to cause the election designate and reelection of appoint or nominate such individual to person’s successor in accordance with this Agreement and 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 promptly fill the vacancy and thereafter with such successor CCP Director; provided, that, for the Company will use its commercially reasonable efforts to cause the election of such an individual to the Board of Directors, subject to the same conditions and limitations as set forth in the foregoing sentence. For avoidance of doubt, the Investor Charterhouse Parties shall be limited have no obligation to only one designee serving on the Board at fill any time pursuant to this Section 2. Such designee shall be entitled to the same level of directors’ and officers’ indemnity insurance coverage and indemnity and exculpation protection (including under any indemnification agreement) as the other members of the Board of Directors. For so long as an Investor Designee serves on the Board of Directors, the Company shall maintain in place directors’ and officers’ indemnity insurance coverage in an amount deemed appropriate by the Board of Directors. Any Investor Designee shall be subject to the same Company policies and procedures as the other directors on the Board of Directors, including with respect to conflicts of interest and recusal from deliberations and votingsuch vacancy.
Appears in 1 contract
Samples: Director Nomination Agreement (Mirion Technologies, Inc.)
