Board Nominee. Until the Governance Termination Date, the Company covenants and agrees to take any and all actions as may be required to nominate one representative designated by the Investor (the “Investor Nominee”) to be elected to the Board of Directors at each annual meeting of the Company’s stockholders occurring during the Governance Period. As compensation for service on the Company’s Board of Directors, the Investor Nominee shall be entitled to receive (and direct payment if requested) the same amount and type of compensation as may be paid by the Company to other non-employee directors, as well as reimbursement for his or her reasonable out-of-pocket expenses (including travel expenses) incurred in attending in-person board meetings, subject to reimbursement policies generally applicable to the Board of Directors. To the extent the Investor has identified the Investor Nominee prior to the first meeting of the Board of Directors following the Closing (and if no such Investor Nominee has then been named, prior to the next meeting of the Board of Directors after such Investor Nominee has been named), such person shall be appointed to the Board of Directors as the Investor Nominee and the Company shall enter into a director and officer indemnification agreement with such Investor Nominee, which shall be in a form reasonably acceptable to the Investor that the Company provides to its current directors. For so long as the Investor has the right to nominate a representative to be elected to the Board of Directors (whether pursuant to this Agreement or the 2009 Purchase Agreement), at least one of the Investor’s nominees on the Board of Directors shall be a member of the Company’s Governance and Nominating Committee (or similar Committee) if such Committee exists and provided that such director is “independent” (as defined in and to the extent required by any applicable SEC rules and regulations and any applicable rules and regulations of any securities exchange on which the Common Stock is then listed).
Appears in 1 contract
Samples: Securities Purchase Agreement (Javo Beverage Co Inc)
Board Nominee. Until As of the Governance Termination Closing Date, the Company covenants and agrees to take any and all actions as may be required to nominate one representative designated by the Investor Board shall have an authorized size of six (the “Investor Nominee”6) to be elected to the Board of Directors at each annual meeting of the Company’s stockholders occurring during the Governance Period. As compensation for service on the Company’s Board of Directors, the Investor Nominee shall be entitled to receive (and direct payment if requested) the same amount and type of compensation as may be paid by the Company to other non-employee directors, as well as reimbursement for his or her reasonable out-of-pocket expenses (including travel expenses) incurred in attending in-person board meetings, subject to reimbursement policies generally applicable to the Board of Directorsand Xx. To the extent the Investor has identified the Investor Nominee prior to the first meeting of the Board of Directors following the Closing (and if no such Investor Nominee has then Xxx Xx shall have been named, prior to the next meeting of the Board of Directors after such Investor Nominee has been named), such person shall be appointed to the Board as a nominee of Directors as the Investor Nominee and Purchaser (such member of the Company shall enter into Board appointed pursuant to this Section 5.1, a director and officer indemnification agreement with such Investor Nominee, which shall be in a form reasonably acceptable “Purchaser Nominee”).
(a) Subject to the Investor that terms and conditions herein, the Company provides Purchaser shall, following the Closing, continue to its current directors. For so long as the Investor has have the right to nominate a representative Purchaser Nominee to the Board. At each annual or special meeting of the stockholders of the Company after the date hereof at which directors are to be elected elected, the Company shall nominate the Purchaser Nominee to serve as a director until the next annual general meeting, and each of the Key Stockholders shall, and shall cause any of its Affiliates to which capital stock in the Company may be subsequently transferred, to vote all of the capital stock of the Company now owned and which may hereafter be acquired by the such Key Stockholder or its Affiliates and any other securities, if any, which such Key Stockholder or its Affiliates is currently entitled to vote, or after the date hereof, becomes entitled to vote, in favor of the election of such Purchaser Nominee to the Board of Directors Board.
(whether pursuant to b) Notwithstanding anything in this Agreement or to the 2009 Purchase Agreement)contrary, at least one in the event that, anytime after the date hereof, the Purchaser and its Affiliates beneficially own, in the aggregate, less than fifty percent (50%) of the InvestorPurchase Shares, then the Purchaser shall not be entitled under this Section 5.1 to nominate any member of the Board (it being understood that, subject to the provisions of the Agreement (i) nothing in this Section 5.1(b) shall prevent the Purchaser from exercising its voting rights with respect to the election of directors generally as a stockholder of the Company and (ii) nothing in this Section 5.1(b) shall prevent any former Purchaser Nominee from serving on the Board henceforth if such former Purchaser Nominee is otherwise elected in accordance with the Company’s nominees then current certificate of incorporation and bylaws).
(c) Notwithstanding anything contained herein to the contrary: (i) the appointment of the Purchaser Nominee shall be subject to compliance with the rules, regulations and requirements of Nasdaq and applicable law (including, without limitation, the Securities Act and the Exchange Act) applicable to service on the Board of Directors and (ii) the Purchaser Nominee shall be a member of comply in all respects with the Company’s Governance and Nominating Committee (or similar Committee) if such Committee exists and provided that such director is “independent” (as defined corporate governance guidelines applicable to directors generally in and effect from time to the extent required by any applicable SEC rules and regulations and any applicable rules and regulations of any securities exchange on which the Common Stock is then listed)time.
Appears in 1 contract
Samples: Common Stock Purchase Agreement
Board Nominee. Until As of the Governance Termination Closing Date, the Company covenants and agrees to take any and all actions as may be required to nominate one representative designated by the Investor Board shall have an authorized size of six (the “Investor Nominee”6) to be elected to the Board of Directors at each annual meeting of the Company’s stockholders occurring during the Governance Period. As compensation for service on the Company’s Board of Directors, the Investor Nominee shall be entitled to receive (and direct payment if requested) the same amount and type of compensation as may be paid by the Company to other non-employee directors, as well as reimbursement for his or her reasonable out-of-pocket expenses (including travel expenses) incurred in attending in-person board meetings, subject to reimbursement policies generally applicable to the Board of Directorsand Xx. To the extent the Investor has identified the Investor Nominee prior to the first meeting of the Board of Directors following the Closing (and if no such Investor Nominee has then Xxx Xx shall have been named, prior to the next meeting of the Board of Directors after such Investor Nominee has been named), such person shall be appointed to the Board as a nominee of Directors as the Investor Nominee and Purchaser (such member of the Company shall enter into Board appointed pursuant to this Section 5.1, a director and officer indemnification agreement with such Investor “Purchaser Nominee, which shall be in a form reasonably acceptable ”).
(a) Subject to the Investor that terms and conditions herein, the Company provides Purchaser shall, following the Closing, continue to its current directors. For so long as the Investor has have the right to nominate a representative Purchaser Nominee to the Board. At each annual or special meeting of the stockholders of the Company after the date hereof at which directors are to be elected elected, the Company shall nominate the Purchaser Nominee to serve as a director until the next annual general meeting, and each of the Key Stockholders shall, and shall cause any of its Affiliates to which capital stock in the Company may be subsequently transferred, to vote all of the capital stock of the Company now owned and which may hereafter be acquired by the such Key Stockholder or its Affiliates and any other securities, if any, which such Key Stockholder or its Affiliates is currently entitled to vote, or after the date hereof, becomes entitled to vote, in favor of the election of such Purchaser Nominee to the Board of Directors Board.
(whether pursuant to b) Notwithstanding anything in this Agreement or to the 2009 Purchase Agreement)contrary, at least one in the event that, anytime after the date hereof, the Purchaser and its Affiliates beneficially own, in the aggregate, less than fifty percent (50%) of the InvestorPurchase Shares, then the Purchaser shall not be entitled under this Section 5.1 to nominate any member of the Board (it being understood that, subject to the provisions of the Agreement (i) nothing in this Section 5.1(b) shall prevent the Purchaser from exercising its voting rights with respect to the election of directors generally as a stockholder of the Company and (ii) nothing in this Section 5.1(b) shall prevent any former Purchaser Nominee from serving on the Board henceforth if such former Purchaser Nominee is otherwise elected in accordance with the Company’s nominees then current certificate of incorporation and bylaws).
(c) Notwithstanding anything contained herein to the contrary: (i) the appointment of the Purchaser Nominee shall be subject to compliance with the rules, regulations and requirements of Nasdaq and applicable law (including, without limitation, the Securities Act and the Exchange Act) applicable to service on the Board of Directors and (ii) the Purchaser Nominee shall be a member of comply in all respects with the Company’s Governance and Nominating Committee (or similar Committee) if such Committee exists and provided that such director is “independent” (as defined corporate governance guidelines applicable to directors generally in and effect from time to the extent required by any applicable SEC rules and regulations and any applicable rules and regulations of any securities exchange on which the Common Stock is then listed)time.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Zoom Technologies Inc)
Board Nominee. Until the Governance Termination Date, the Company The Purchaser hereby covenants and agrees with the Vendor that commencing as of the Closing and for so long as the Vendor beneficially owns not less than five percent (5%) of the issued and outstanding common shares of the Purchaser (provided that in the event that the Vendor distributes not less than five percent (5%) of the issued and outstanding common shares of the Purchaser to take any and all actions the Vendor's shareholders, the rights granted to the Vendor under this Section 8.3 shall continue for two (2) years following such distribution, notwithstanding the ownership interest of the Vendor in the Purchaser's shares):
(a) the Vendor shall be entitled, but shall not be obligated, to designate the Vendor's Nominee, to serve as may be required to nominate one representative designated by a member of the Investor Vendor's board of directors (the “Investor Nominee”"Board") for a term expiring not earlier than the Purchaser's next annual meeting of shareholders at which directors of the Purchaser are to be elected provided that such Vendor's Nominee consents in writing to serve as director, is eligible under the Business Corporations Act (British Columbia) to serve as a director and is acceptable to the Board of Directors at each annual meeting of the Company’s stockholders occurring during the Governance Period. As compensation for service on the Company’s Board of DirectorsPurchaser, the Investor Nominee shall be entitled to receive acting reasonably;
(and direct payment if requestedb) the same amount and type of compensation as may be paid by Purchaser shall take all acts reasonably necessary to ensure that the Company to other non-employee directors, as well as reimbursement for his Vendor's Nominee is duly elected or her reasonable out-of-pocket expenses (including travel expenses) incurred in attending in-person board meetings, subject to reimbursement policies generally applicable to the Board of Directors. To the extent the Investor has identified the Investor Nominee prior to the first meeting of the Board of Directors following the Closing (and if no such Investor Nominee has then been named, prior to the next meeting of the Board of Directors after such Investor Nominee has been named), such person shall be appointed to the Board within thirty (30) days of Directors receipt of a written request from the Vendor except that if the Purchaser is required to call shareholders' meeting to effect such election or appointment, the thirty (30) day period referred to above shall be extended to seventy-five (75) days;
(c) at the first annual meeting of shareholders following the end of the term of the Vendor's Nominee, at which directors of the Purchaser are to be elected, and at each meeting of shareholders thereafter at which directors are to be elected, the Purchaser shall, upon request from the Vendor, cause the Vendor's Nominee to be included in the slate of nominees proposed by the Purchaser to the shareholders for election as directors;
(d) if the Investor Vendor's Nominee ceases to hold office as a director of the Purchaser for any reason, the Vendor shall be entitled, but shall not be obligated, to nominate an individual to replace him or her and the Company Purchaser shall enter into a director and officer indemnification agreement with promptly take all reasonably necessary steps to appoint such Investor Nomineeindividual to the Board, which shall be in a form reasonably provided that such Vendor's Nominee is acceptable to the Investor that Purchaser, acting reasonably, consents in writing to serve as director and is eligible under the Company provides Business Corporations Act (British Columbia) to its current directors. For so long serve as a director to replace the Investor Vendor's Nominee who has ceased to hold office; and
(e) the right Vendor will provide the Board with reasonable notice of the person it proposes to nominate a representative to be elected the Board, and the Vendor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board of Directors (whether pursuant to this Agreement given his or the 2009 Purchase Agreement), at least one of the Investor’s nominees on the Board of Directors shall be a member of the Company’s Governance and Nominating Committee (or similar Committee) if such Committee exists and provided that such director is “independent” (as defined in and to the extent required by any applicable SEC rules and regulations and any applicable rules and regulations of any securities exchange on which the Common Stock is then listed)her skill set.
Appears in 1 contract
Samples: Share Purchase Agreement
Board Nominee. Until (a) During the Governance Termination DateTerm, the Partner shall have the right to nominate one (1) non-executive director (the "CBW Director") to the board of directors of the Company (the "Board"), provided that the CBW Director meets the qualifications under the Business Corporations Act (Alberta) to be a director of the Company and provides his or her consent to so act, and the Company agrees:
(i) to cause the CBW Director to be appointed within thirty (30) days following the date of this Agreement, selected by way of: (i) nomination for election at an annual meeting or special meeting of shareholders (which meeting will, if required, be called by the Company at its own cost); or (ii) if permitted under Applicable Law, appointment as a director in accordance with the articles of the Company and the applicable provisions of the Business Corporations Act (Alberta);
(ii) that the CBW Director shall not be removed from office unless such removal is directed or approved in writing by the Partner or by the shareholders of the Company in accordance with the Business Corporations Act (Alberta);
(iii) that at every meeting of the shareholders of the Company held during the Term, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company during the Term in connection with the election of directors of the Company, the Company shall: (i) include the CBW Director as one of management's nominees for election as a director of the Company; (ii) recommend to its shareholders that they vote or cause to be voted all of the voting securities of the Company held by them in favour of electing the CBW Director; (ii) recommend to its shareholders and all other holders of voting securities of the Company that they vote or cause to be voted all of the voting securities of the Company held by them in favour of any matter that could reasonably be expected to facilitate the election of the CBW Director to the Board; (iii) recommend to its shareholders that they vote or cause to be voted all of the voting securities of the Company held by them against any matter the approval of which might reasonably be expected to delay or hinder the election of the CBW Director to the Board or cause the removal of the CBW Director from the Board; and (iv) solicit proxies for election of the CBW Director in the same manner as the Company solicits proxies for the other management nominees as directors of the Company;
(iv) that if the CBW Director resigns or ceases to serve as a director for any reason during the Term, the resulting vacancy shall be filled by another individual nominated by the Partner in accordance with the terms of this Agreement;
(v) that the Partner shall not have any liability as a result of designating a person for election as the CBW Director for any act or omission by the CBW Director in his or her capacity as a director of the Company;
(vi) that the CBW Director shall be entitled to all of the same rights and benefits, including with respect to insurance coverage, indemnification and payment and/or reimbursement of fees and expenses, as each other non-executive director of the Company; and
(vii) effective as of the appointment of the CBW Director to the Board (and effective upon the replacement of any CBW Director with another individual nominated by CBW) the Company will enter into an indemnification agreement with the CBW Director in a form approved by the Partner, acting reasonably. The Partner covenants and agrees to take cause the CBW Director to complete, execute and deliver all agreements, consents and documents (including any and all actions personal information form or similar document required by any stock exchange on which the securities of the Company may be listed for trading) as may reasonably be required to nominate one representative designated requested by the Investor (Company in connection with the “Investor Nominee”) appointment of the CBW Director to be the Board. If at any time during the Term the CBW Director resigns or ceases to serve as a director of the Company for any reason, or a CBW Director is never elected to the Board, then contemporaneously with such resignation or removal (and, for greater certainty, regardless of the number, if any, of Shares owned by the Partner), the Company will invite a single representative of (and designated by) the Partner to attend all meetings of the Board in a non-voting observer capacity and, in this respect, the Company will concurrently with delivery to the Board give such observer copies of Directors at each annual all notices, minutes, consents, and other materials that the Company provides to its directors. The observer shall attend meetings of the Board by electronic means, telephone or other communication facilities unless such means are not feasible in the circumstances, in which case the observer may attend any such meeting of the Company’s stockholders occurring during Board in person. Notwithstanding the Governance Period. As compensation for service on foregoing, the observer may be excluded from access to any materials or meetings or portions thereof if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the Company’s Board of Directors, attorney-client privilege. The Company shall reimburse the Investor Nominee shall be entitled to receive (and direct payment if requested) the same amount and type of compensation as may be paid by the Company to other non-employee directors, as well as reimbursement observer for his or her all reasonable out-of-pocket expenses (expenses, including travel expenses) , incurred in connection with the observer attending in-person board meetings, subject to reimbursement policies generally applicable to the Board of Directors. To the extent the Investor has identified the Investor Nominee prior to the first meeting meetings of the Board of Directors following the Closing (and if no such Investor Nominee has then been named, prior to the next meeting of the Board of Directors after such Investor Nominee has been named), such person shall be appointed to the Board of Directors as the Investor Nominee and the Company shall enter into a director and officer indemnification agreement with such Investor Nominee, which shall be in a form reasonably acceptable to the Investor that the Company provides to its current directors. For so long as the Investor has the right to nominate a representative to be elected to the Board of Directors (whether pursuant to this Agreement or the 2009 Purchase Agreement), at least one of the Investor’s nominees performing other duties on the Board of Directors shall be a member behalf of the Company’s Governance and Nominating Committee (or similar Committee) if such Committee exists and provided that such director is “independent” (as defined in and . The observer will be subject to the extent required by any applicable SEC rules and regulations and any applicable rules and regulations same confidentiality restrictions as each director of any securities exchange on which the Common Stock is then listed)Company.
Appears in 1 contract
Samples: Strategic Alliance Agreement