Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) Each of the Company and the Manager agrees, to the fullest extent permitted by applicable law (including with respect to any standard of conduct required of directors under Maryland law), until the Nomination Termination Date, (i) to include in the slate of nominees recommended by the Board, or its Nominating and Corporate Governance Committee, as applicable, for election at any annual or special meeting of stockholders of the Company at which directors are to be elected (or consent in lieu of such a meeting) one (1) individual designated by the Investor for election pursuant to this Section 2.1 (the “Investor Nominee”), and (ii) to nominate, recommend and use its commercially reasonable efforts to solicit the vote of stockholders of the Company to elect the Investor Nominee (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting of the recommendation of the Board that the stockholders of the Company vote in favor of the Investor Nominee); provided, however, that no such action with respect to the Investor Nominee shall be required if the Board determines, after consultation with outside legal counsel, that the Investor Nominee has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, or any comparable successor provision, or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, in which case, the Investor shall withdraw the designation of such Investor Nominee and shall designate another individual as the Investor Nominee, whose replacement will also be subject to the requirements of this Section 2.1(a).

Board Nomination Rights. (a) Each of the The Company and the Manager agrees, to the fullest extent permitted by applicable law (including with respect to any standard of conduct required of directors under Maryland law), until the Nomination Termination Date, (i) to include in the slate of nominees recommended by the Board, or its Nominating and Corporate Governance Committee, as applicable, for election at any annual or special meeting of stockholders of the Company at which directors are to be elected (or consent in lieu of such a meeting) one (1) individual the individuals designated by the Investor Xxxxxxxx for election pursuant to this Section 2.1 (each, an “Xxxxxxxx Nominee” and collectively, the “Investor NomineeXxxxxxxx Nominees”), and (ii) to nominate, recommend and use its commercially reasonable best efforts to solicit the vote of stockholders of the Company to elect the Investor Nominee Xxxxxxxx Nominees (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting of the recommendation of the Board that the stockholders of the Company vote in favor of the Investor NomineeXxxxxxxx Nominee(s)); provided, however, that no such action with respect to the Investor a particular Xxxxxxxx Nominee shall be required if the Board reasonably determines, after consultation with outside legal counsel, that the Investor such Xxxxxxxx Nominee has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, or any comparable successor provision, or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, in which case, the Investor case Xxxxxxxx shall withdraw the designation of such Investor Xxxxxxxx Nominee and shall designate another individual as the Investor an Xxxxxxxx Nominee, whose which replacement will also be subject to the requirements of this Section 2.1(a).

Board Nomination Rights. (a) Each of the Company and the Manager agrees, to the fullest extent permitted by applicable law (including with respect to any standard of conduct required of directors under Maryland law), until the Nomination Termination Date, (i) to include in the slate of nominees recommended by the Board, or its Nominating and Corporate Governance Committee, as applicable, for election at any annual or special meeting of stockholders of the Company at which directors are to be elected (or consent in lieu of such a meeting) one (1) individual designated by the Investor for election pursuant to this Section 2.1 (the “Investor Nominee”), and (ii) to nominate, recommend and use its commercially reasonable efforts to solicit the vote of stockholders of the Company to elect the Investor Nominee (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting of the recommendation of the Board that the stockholders of the Company vote in favor of the Investor Nominee); provided, however, that no such action with respect to the Investor Nominee shall be required if the Board determines, after consultation with outside legal counsel, that the Investor Nominee has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, or any comparable successor provision, or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, , in which case, the Investor shall withdraw the designation of such Investor Nominee and shall designate another individual as the Investor Nominee, whose replacement will also be subject to the requirements of this Section 2.1(a).

Board Nomination Rights. (a) Each of For so long as the Company and Shareholders collectively continue to Beneficially Own (but specifically excluding any shares Beneficially Owned by the Manager agrees, to the fullest extent permitted by applicable law (including with respect to any standard of conduct required of directors under Maryland lawXxxxxxx/Cray Shareholders), until the Nomination Termination Datedirectly or indirectly, (i) issued and outstanding shares of Common Stock comprising at least fifteen percent (15%) of the Outstanding Share Amount, the Shareholders collectively shall be entitled to nominate two (2) Directors (with each such Director referred to as a “London Director” and collectively, as the “London Directors”) to serve as Group A directors under the Articles of Incorporation (“Group A Directors”) on the Board of Directors of the Company (the “Board”), and (ii) issued and outstanding shares of Common Stock comprising less than fifteen percent (15%) but at least ten percent (10%) of the Outstanding Share Amount (the “Minimum Shares”), the Shareholders collectively shall be entitled to nominate one (1) London Director to serve as a Group A Director on the Board; provided, however, that any nominee (i) shall qualify as an Independent Director as defined in Rule 5605(a)(2) of the Nasdaq Stock Market (but excluding the requirements of Rule 5605(c)(2) related to audit committee members); provided, however, that Xxxx X. Xxx shall not be required to be an Independent Director; (ii) shall not be involved in any event that would require disclosure under Item 401(f) of Regulation S-K; and (iii) shall not be subject to a “Bad Actor” disqualification under Rule 506(d) promulgated under the Securities Act of 1933, as amended. With respect to the London Director(s) contemplated in this Section 2(a), the Company shall (x) include, and shall use its best efforts to cause the Board or the Nominating and Governance Committee to nominate and include (which shall be deemed a nomination “at the direction of the Board of Directors” pursuant to Section 2.4(a) of the Company’s bylaws), the London Director(s) in the slate of nominees recommended by to the Board, or shareholders of the Company in the Company’s proxy statement and on its Nominating and Corporate Governance Committee, as applicable, proxy card for election as a director at any annual or special meeting of stockholders the shareholders of the Company at which directors are to Group A Directors may be elected (or consent in lieu of such a meeting) one (1) individual designated by the Investor for election pursuant to this Section 2.1 (the “Investor Nominee”)nominated, and (iiy) use commercially reasonable efforts, in the event of a proxy contest, a negative vote recommendation against a London Director by a proxy advisory firm, or, in the judgment of a London Director, other indications of opposition to the election of such Director, upon the request of a London Director, to actively solicit the Company’s shareholders to elect the London Director(s) to nominatethe Board. Without limiting the generality of the foregoing, recommend and the Company shall use its commercially reasonable best efforts to solicit provide that, with respect to any slate of nominees recommended to the vote of stockholders shareholders of the Company in the Company’s proxy statement and on its proxy card on which a London Director is to elect the Investor Nominee (which efforts shallappear, that such slate of nominees be limited to the fullest extent permitted by applicable law, include number of vacancies on the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting of the recommendation of the Board that the stockholders of the Company vote in favor of the Investor Nominee); provided, however, that no such action with respect to the Investor Nominee shall be required if the Board determines, after consultation with outside legal counsel, that the Investor Nominee has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act, or any comparable successor provision, or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, in which case, the Investor shall withdraw the designation of such Investor Nominee and shall designate another individual as the Investor Nominee, whose replacement will also be subject to the requirements of this Section 2.1(a)Board.