Board Representation and Voting Agreement Sample Clauses

Board Representation and Voting Agreement. (a) The Shareholders hereby agree to amend the Bylaws of the Company, and to take all other actions as may be necessary, to establish and maintain the number of directors of the Board of Directors of the Company at a minimum of six (6). (b) For so long as PSO owns 10% or more of the outstanding Common Stock of the Company on a Fully Diluted Basis, PSO shall have the right to designate one (1) member of the Board of Directors. The Shareholders hereby agree to cast their votes for, and the Company shall take all necessary steps to nominate, the candidate for the Board of Directors designated by PSO, who initially shall be Xxxxx X. Xxxxxxxx. (c) In the event all parties to this Agreement agree to increase the number of directors above six, the parties agree to fill such vacancies only with independent industry executives. (d) The Company agrees that, without the consent of PSO, it will not issue any Common Stock on a Fully Diluted Basis at a price lower than $6.00 per share, proportionately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization, automatic conversion, redemption or other similar event affecting the number or character of outstanding shares of Common Stock, and the Shareholders hereby agree to vote their shares, and to take all other actions as may be necessary, to cause the Company to comply with such covenant; provided, the provisions of this Section 2.1(d) shall not apply to (i) Options issued to any employees of the Company pursuant to any Approved Management Incentive Plan; (ii) Common Stock issued pursuant to the exercise of Options granted under any Approved Management Incentive Plan; and (iii) shares of Class A Voting Common Stock issued to any holder of shares of Class B Stock upon the conversion of any share of Class B Nonvoting Common Stock to Class A Voting Common Stock, and vice versa; (e) If at any time the number of authorized but unissued shares of Class A Voting Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Class B Nonvoting Common Stock, the Company and the Shareholders shall immediately take such corporate action as may be necessary to increase its authorized but unissued shares of Class A Voting Common Stock to such number of shares as shall be sufficient for such purpose. (f) Each and every Transferee of the shares from any Shareholder shall be bound by and subject to all the terms and conditions of this Agreement. ...
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Board Representation and Voting Agreement. The provisions of Section 9 of the Stock Purchase Agreement are amended and restated in their entirety as follows:
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Board Representation and Voting Agreement. (a) From and after the date hereof, until otherwise designated by the Investors, each Stockholder shall vote all of the voting securities of the Company (including the Common Shares) over which such Person has voting control and shall take all other necessary or desirable actions within his or its control (whether in his or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents or resolutions in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and Stockholders’ meetings) so that: (i) The authorized number of directors of the Board shall be established and maintained at eight (8) directors and a quorum of the Board shall be five (5) directors present in person or by conference telephone; (ii) The following persons shall be elected to the Board at each election of directors during the term of this Agreement: (A) two (2) designees of the holders of Series D Stock, one of whom shall be designated by the Lead Purchaser for as long as the Lead Purchaser and Xxxxxxx Indiana Life Sciences Capital Fund, L.P. collectively hold fifty percent (50%) or more of the number of shares of Series D Stock (as adjusted for stock splits, reverse splits, combinations, stock dividends and similar events) held by such Persons immediately after closing of the transactions contemplated by the Purchase Agreement, and one of whom shall be an independent nominee to be named by MPM BioVentures III, L.P. (“MPM BVIII”) for so long as MPM BVIII, BB BioVentures, L.P., MPM BioVentures Parallel Fund, L.P., MPM Asset Management Investors 1999 LLC, MPM BioVentures III-QP, L.P., MPM BioVentures III GmbH & Co. Beteiligungs KG, MPM BioVentures III Parallel Fund, L.P. and MPM Asset Management Investors 2004 BVIII LLC collectively hold fifty percent (50%) or more of the number of shares of Series D Stock (as adjusted for stock splits, reverse splits, combinations, stock dividends and similar events) held by such Persons, collectively, immediately after closing of the transactions contemplated by the Purchase Agreement; (B) one (1) designee of the holders of Series C Stock, who shall be designated by TVM IV GmbH & Co. KG (“TVM”) for so long as TVM holds fifty percent (50%) or more of the number of ...
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Board Representation and Voting Agreement 
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Related to Board Representation and Voting Agreement

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Ratification and Affirmation; Representations and Warranties The Borrower does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby and (b) represents and warrants to the Lenders that: (i) as of the date hereof, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date and (ii) (A) as of the date hereof, no Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default will have occurred and be continuing.

  • Incorporation of Representations and Warranties From Credit Agreement The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

  • Reaffirmation of Representations and Warranties Each acceptance by it of an offer for the purchase of Notes, and each delivery of Notes to an Agent pursuant to a sale of Notes to such Agent as principal, shall be deemed to be an affirmation that the representations and warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to such Agent, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Certificate of Representations and Warranties The certificate required by Section 3.2(b).

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive for a period of twelve (12) months after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Revolving Loan Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.17 and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

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