Board Representation Rights. (a) At or upon completion of the Second Closing and provided that PDL BioPharma Inc., fully exercises its Purchase Right, the board of directors of the Company shall take all actions necessary to cause Xxxxxxxxx Xxxxxx (in such capacity, the “PDL BioPharma Director” and together with any successors or other directors designated by PDL BioPharma, Inc. pursuant to this Section 8.9, the “PDL BioPharma Directors”) to be appointed to the board of directors of the Company as a class I director. Additionally, at or prior to the Second Closing, Xxxx Xxxx, Ph.D. shall be appointed as a non-voting observer to the board of directors of the Company (in such capacity, the “PDL BioPharma Observer”).
(b) From and after the Second Closing Date and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, for as long as PDL BioPharma, Inc. beneficially own at least 12.5% of the total number of outstanding shares of Common Stock, PDL BioPharma, Inc. shall have the exclusive right (but not the obligation), to designate to the board of directors, one PDL BioPharma Director and one PDL BioPharma Observer.
(c) The Company and the board of directors of the Company shall consider in good faith designating the PDL BioPharma Director to committees of the board of directors.
(d) Following the Second Closing and provided that PDL BioPharma, Inc. fully exercises its Purchase Right, the Company shall take all actions within its power to cause any designee designated pursuant to this Section 8.9 to be included in the slate of nominees recommended by the board of directors of the Company to the holders of Common Stock for election as directors at each meeting of the stockholders of the Company called for the purpose of electing directors (and/or in connection with any election by written consent) and the Company shall use commercially reasonable efforts to cause the election of each such designated PDL BioPharma Directors, including (i) voting or providing a written consent or proxy with respect to Common Stock, and soliciting proxies in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing required agreements and instruments, (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (v) for so long as PDL BioPharma, Inc. retain t...
Board Representation Rights. The Company shall take all corporate action necessary to provide the Purchasers with the benefit of the Company Board representation rights set forth in the Preferred Stock Certificate of Designation.
Board Representation Rights. (a) Prior to the Effective Time, Company Y shall organize a meeting of the Company Y Board for the purpose of appointing to the Company Y Board as a director (i) Xx. Xxxx Xxx Xxxx, who, subject to Section 6.13(b), shall be entitled to serve as a director on the Company Y Board for a term of one year, and (ii) Mr. Jixun Foo, who, subject to Section 6.13(b), shall be entitled to serve as a director on the Company Y Board until his resignation or the designation of his successor by GGV II Delaware L.L.C. The Company Y Board shall cause any successor so designated by GGV II Delaware L.L.C. to be appointed to the Company Y Board as a director.
(b) Notwithstanding anything in Section 6.13(a) to the contrary, at such time after the Effective Time as the Company T Principal Shareholders beneficially own (as defined under section 13(d) of the Exchange Act), in the aggregate, less than 5% of the total issued and outstanding Company Y Shares on a fully-diluted basis for the first time: (i) all rights of the Company T Principal Shareholders under this Section 6.13 shall immediately terminate and upon the request of the Company Y Board, Xx. Xxxx Xxx Xxxx and/or Mr. Jixun Foo should tender his respective resignation from the Company Y Board and (ii) Company Y may remove Xx. Xxxx and/or Mr. Foo from the Company Y Board pursuant to its then effective articles of association.
(c) The provisions of this Section 6.13 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by (i) each of the Company T Principal Shareholders and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 6.13, and (ii) Company Y.
Board Representation Rights. If and for so long as an Event of Default shall have occurred and be continuing, upon the written request of King, the Company shall take all corporate action necessary to increase by one the total number of directors then constituting the entire Board of Directors and to cause one individual designated by King to be appointed to the Board of Directors by the directors then in office and to cause such designee of King to be nominated for election and reelection at any annual or special meeting of the Company's stockholders. Whenever such Event of Default shall have terminated or been waived, the right of King to have such individual appointed and nominated for election and reelection to the Board of Directors shall cease (but subject always to the same provisions for King's exercise of its rights under this SECTION 7.3 in the case of any subsequent Event of Default), and the term of office of such individual designated by King service on the Board of Directors shall forthwith terminate. King shall continue to have the Board Observer rights set forth in SECTION 7.2 during any period in which it exercises its rights under this SECTION 7.3.
Board Representation Rights. 12 5.8. Confidential Treatment of Confidential Information ................................ 12 5.9.
Board Representation Rights. If all of the Class B Common Stock has been converted into Class A Common Stock, so long as NBC or its Affiliates Beneficially Own in the aggregate at least 5% of the Total Current Voting Power of the Company, NBC shall have the right to designate as nominees for election to the Board of Directors, commencing with the first meeting of stockholders following the conversion of the shares of Class B Common Stock of the Company into shares of Class A Common Stock of the Company pursuant to the Certificate of Incorporation, that number of persons equal to the greater of (i) one, or (ii) that number determined by multiplying the then current number of directors of the Company by the percentage of Total Current Voting Power then owned by NBC and its Affiliates, but which number shall at all times be less than a majority of the total number of members of the Board of Directors of the Company unless NBC and its Affiliates Beneficially Own a majority of the Total Current Voting Power of the Company. If the calculation set forth in clause (ii) of the preceding sentence results in other than a whole number, NBC shall be permitted to designate the nearest whole number of person(s) as designee(s). The Company shall, subject to the fiduciary duties of the directors of the Company, include in the slate of nominees recommended by the Company's management to stockholders for election as directors of the Company such designee(s)
Board Representation Rights. 21 SECTION 8.
Board Representation Rights. (a) As of the Issue Date, the Board of Directors has increased the size of the Board of Directors by one director (to nine total directors) and caused Xxxxxxx X. Xxxx (in such capacity, the “Investor Director” and together with any successors or other directors designated by the Investors pursuant to this Section 19, the “Investor Directors”) to be appointed to the Board of Directors. Additionally, Xxxxxxx X. Xxxxxxx has been appointed as a non-voting observer to the Board of Directors (in such capacity, the “Investor Observer”). Effective as of the earlier of the first anniversary of the Closing Date and obtaining the Requisite Stockholder Approval, to the extent the Approved Holders Beneficially Own at least (i) 20% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) or (ii) 30% of the number of shares of Series A Preferred Stock Beneficially Owned by the Initial Investors as of the Closing and 15% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) (as adjusted to appropriately reflect any stock split, combination, reclassification, recapitalization or similar transaction), the Board of Directors shall take all actions necessary to further increase the size of the Board of Directors by one director (to ten total directors) and to cause the Investor Observer to be appointed as a director on the Board of Directors.
(b) From and after the Closing Date, for as long as the Approved Holders Beneficially Own any one of the percentages of Series A Preferred Stock or Common Stock set forth below, the holders of a majority of the total number of outstanding shares of Common Stock represented (on an “as-converted basis”) held by such Approved Holders (the “Approved Holder Majority”) shall have the exclusive right (but not the obligation), voting separately as a class, to designate to the Board of Directors, the following number of Investor Directors:
(i) two Investor Directors (subject to increase pursuant to Section 20(a)(x)), for as long as the Approved Holders Beneficially Own at least (x) 20% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) or (y) 30% of the number of shares of Series A Preferred Stock Beneficially Owned by the Initial Investors as of the Closing and 15% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) (in the case of this clause (i), as adjusted to appropriately reflect any stock split, combination,...
Board Representation Rights. The Approved Holders shall be entitled to the rights set forth in Section 19 of the Series A-1 Certificate of Designations, if and as applicable, even if such Series A-1 Certificate of Designations is then no longer in effect.
Board Representation Rights. Pursuant to the Merger Agreement, prior to the effective time of the Merger, Youku shall organize a meeting of the Youku Board for the purpose of appointing to the Youku Board as a director (1) Xx. Xxxx Xxx Xxxx, chairman of the Tudou Board and Xxxxx's chief executive officer, who, subject to the paragraph below, shall be entitled to serve as a director on the Youku Board for a term of one year, and (2) Mr. Xxxxx Xxx, who, subject to the paragraph below, shall be entitled to serve as a director on the Youku Board until his resignation or the designation of his successor by GGV II Delaware L.L.C., a principal shareholder of Tudou. The Youku Board shall cause any successor so designated by GGV II Delaware L.L.C. to be appointed to the Youku Board as a director. Notwithstanding anything in the preceding paragraph to the contrary, at such time after the effective time of the Merger as the Tudou Principal Shareholders beneficially own, in the aggregate, less than 5% of the total issued and outstanding Youku shares on a fully diluted basis for the first time, (1) the board representation rights discussed in the preceding paragraph shall immediately terminate and upon the request of the Youku Board, Xx. Xxxx Xxx Xxxx and/or Mr. Jixun Foo shall tender his respective resignation from the Youku Board and (2) Xxxxx may remove Xx. Xxxx and/or Mr. Xxx from the Youku Board pursuant to its then effective articles of association.
