Board of Directors; Size. The reference to "thirteen (13)" relating to the authorized size of the Board of Directors in Section 1.1(a) is deleted and replaced with a reference to "fourteen (14)".
Board of Directors; Size. So long as any Shares are outstanding and have not been converted to Conversion Shares, the Company will, within one hundred twenty (120) days of the Effective Date, have a board of directors and committees thereof that conform to the requirements of Nasdaq Listing Rule 5605 applicable to smaller reporting companies. So long as the Shares are outstanding, LVP shall have the right to advise and require its written consent on all board of director nominees, provided however, such consent shall not be unreasonably withheld. Subject to any legal rights under Delaware law of the stockholders, the board of directors of the Company and committees thereof shall conform to Nasdaq Listing Rule 5605 and the foregoing sentence for so long as any Shares are outstanding and have not been converted to Conversion Shares, except as approved by LVP, which approval may be withheld in its discretion and subject to reasonable conditions, including the requirement of additional independent directors.
Board of Directors; Size. On the Initial Closing Date, the Company shall have a board of directors of two persons, Xxxxxxx Xxxxxxx and Xxxxx Xxxx Xxxxxxxxx (“Xxxxxxxxx”). Unless otherwise agreed by LVP: (i) no later than six (6) months after the Initial Closing Date, so long as any Shares are outstanding and have not been converted to Conversion Shares, and continuing thereafter subject only to the Grace Period, the Company shall have a board of directors of at least three persons and at least two members of the board of directors shall be independent pursuant to Nasdaq Listing Rule 5605(a)(2); (ii) no later than nine (9) months after the Initial Closing Date, so long as any Shares are outstanding and have not been converted to Conversion Shares, and continuing thereafter subject only to the Grace Period, the Company shall have a board of directors of at least four persons and at least three members of the board of directors shall be independent pursuant to Nasdaq Listing Rule 5605(a)(2), and the board of directors and committees thereof shall conform to the requirements of Nasdaq Listing Rule 5605 applicable to smaller reporting companies (without regard to the cure periods and phase-ins permitted under Rule 5605); and (iii) no later than twelve (12) months after the Initial Closing Date, so long as any Shares are outstanding and have not been converted to Conversion Shares, and continuing thereafter subject only to the Grace Period, the Company shall have a board of directors of at least five persons and at least three members of the board of directors shall be independent pursuant to Nasdaq Listing Rule 5605(a)(2), and the board of directors and committees thereof shall conform to the requirements of Nasdaq Listing Rule 5605 applicable to smaller reporting companies (without regard to the cure periods and phase-ins permitted under Rule 5605). In the event that the Company fails to meet any of the board constitution requirements set forth above due to the death, disability or resignation of a sitting director, the Company shall have 30 days to come into compliance with such requirement provided that during such period the Company uses its reasonable best efforts to come into compliance with such requirement as promptly as practicable (“Grace Period”). So long as the Shares are outstanding, all persons appointed to the board of directors shall require the written consent of either LVP or the Required Buyers.
Board of Directors; Size. So long as any Notes are outstanding immediately prior to the consummation of the IPO, the Company will, unless otherwise mutually agreed by Liquid Venture Partners, LLC (“LVP”) and the Company, use its commercially reasonable efforts to ensure that the board of directors of the Company (the “Board”) (i) by no later than forty-five (45) days after the Closing Date, be comprised of no more than seven (7) members who are serving on the Board as of the Closing Date or who have been elected by a majority of the directors who are serving on the Board as of the Closing Date (the “Existing Directors”); (ii) by the filing of the registration statement on Form S-1 (the “S-1”) for the IPO, have at least three (3) new members, who will have been mutually selected by the Board and LVP and who will replace a corresponding number of Existing Directors; (iii) by the filing of the S-1 for the IPO, have a majority of Independent Directors (as defined by NASDAQ Marketplace Rule 4200(a)(15)); (iv) until the consummation of the IPO, be comprised of a majority of Existing Directors; and (v) after the consummation of the IPO, be comprised of five (5) members or, as may be subsequently mutually agreed prior to the filing of the S-1 for the IPO by the Board and LVP, seven (7) members.
Board of Directors; Size. Not later than ninety (90) days after the issuance of the Notes, the Company will have a board of directors consisting of five (5) members, of which three (3) will be independent directors who will be mutually acceptable to the Company and MDB.
Board of Directors; Size. So long as any Notes are outstanding, (i) the Company will have a board of directors consisting of five members, of which three will be independent directors who will be mutually acceptable to the Company and MDB Capital Group LLC; (ii) subject to any legal rights under Delaware law of the shareholders, the number of members who shall constitute the board of directors of the Company, may be changed only with the approval of MDB Capital Group LLC, which approval may be withheld in its discretion and subject to reasonable conditions, including the requirement of additional independent directors. Notwithstanding anything to the contrary in this Agreement, without limiting the ability of the parties hereto to amend this Agreement under Section 9(e), Section 4(p) of this Agreement may be amended, waived or terminated with the written consent of the Company and the Placement Agent, and without the consent of any Buyer, and any amendment, waiver or termination of any provision of this Agreement made in conformity with the provisions of this Section 4(p) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such amendment, waiver or termination shall be effective to the extent that it (1) applies to less than all of the holders of the Securities then outstanding or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion).
Board of Directors; Size. So long as any Notes are outstanding, the Company will, within ninety (90) days of the Effective Date, have a board of directors consisting of five members, of which three will be independent directors who will be mutually acceptable to the Company and Liquid Venture Partners, LLC, an affiliate of the Placement Agent (“LVP”). Subject to any legal rights under Delaware law of the shareholders, the number of members who shall constitute the board of directors of the Company, may be changed only with the approval of LVP, which approval may be withheld in its discretion and subject to reasonable conditions, including the requirement of additional independent directors.
Board of Directors; Size. Not later than the earlier of (i) two hundred seventy (270) days after the issuance of the Notes and (ii) the date the Company’s shares of common stock are first listed for trading on The Nasdaq Stock Market, the Company will have a board of directors consisting of five (5) members, of which three (3) will be independent directors who will be mutually acceptable to the Company and MDB.”
Board of Directors; Size. Each reference to the “Initial Closing Date” in sentences three, four and five of Section 4(p) of the Series A Purchase Agreement shall be replaced with the Initial Closing Date as defined in the Series B Purchase Agreement.
Board of Directors; Size. Notwithstanding any rights to increase or decrease the size of the Board of Directors contained in the Company’s Organizational Documents, for so long as either of TDR or the Founders, as applicable, have any rights of designation under Section 2.1 hereof, the Company shall not take any action to, and there shall not be deemed to be, any increase or decrease in the size of the Board from six (6) members, without the prior written consent of either of TDR and/or the Founders, as the case may be.
