Common use of Board Seat Clause in Contracts

Board Seat. The Purchaser shall have the right to designate, within 30 ---------- days following the Closing Date, one member of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view of the Purchaser, the Purchaser shall be permitted to designate a new director. The person the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation Right, then for 30 days following the next occurring vacancy on the Board of Directors, the Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office as a director of the Company, the Purchaser shall be entitled to appoint one board observer to the Company's Board of Directors solely for the purpose of monitoring all matters relating to the iTrust Business. Notwithstanding anything to the contrary in the governing documents of the Company, any board observer appointed by the Purchaser shall be entitled to attend all iTrust Business portions of meetings of the Board of Directors of the Company, in a non-voting capacity, and the Company shall provide such board observer with notice of any meetings and such other information related to the iTrust Business with respect to such meetings, and any meetings of any iTrust Business committees established by the Company's Board of Directors, as are delivered to the directors of the Company, including copies of all written consents. The rights to designate a member to the Board of Directors, to receive re-nominations to the Board of Directors or to appoint a board observer as provided herein shall expire and be of no further force or effect if the Purchaser and its affiliates shall cease to hold a majority of the originally issued Shares.

Board Seat. For as long as D. E. Shaw Laminar Lending 2, Inc., a Delaware corporation (“Laminar”), together with any Affiliates thereof, beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) at least forty percent (40%) of the outstanding aggregate principal amount of the Notes, the Company will nominate and use its best efforts to have elected to the Board one individual designated by Laminar (the “Laminar Board Member”). The Purchaser Company’s proxy statement for the election of directors shall include the Laminar Board Member and the recommendation of the Board in favor of election of the Laminar Board Member. For so long as Laminar is otherwise entitled under the provisions of this Agreement to nominate a Laminar Board Member, any vacancy created by the death, disability, retirement or removal (with or without cause) of the Laminar Board Member may be filled by Xxxxxxx. Subject to applicable law and any rules or regulations of any stock exchange on which the Common Stock is listed, in the event the Board shall at any time create a committee of the Board, the Company shall use its best efforts to cause the Laminar Board Member to be a member of any such committee so created; provided, however, the foregoing shall not apply to any committee formed for the purpose of considering a transaction between the Company and Laminar. The Laminar Board Member shall be given notice of (in the same manner that notice is given to other members of the Board) all meetings (whether in person, telephonic or otherwise) of the Board, including all committee meetings with respect to committees on which the Laminar Board Member serves. The Laminar Board Member shall be provided with the same information, and access thereto, provided to other members of Board. In addition to any other indemnification rights the Laminar Board Member has pursuant to this Agreement, the Transaction Documents, the Certificate of Incorporation of the Company and the Bylaws of the Company, each Laminar Board Member that serves on the Board shall have the right to designate, within 30 ---------- days following the Closing Date, one member of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view of the Purchaser, the Purchaser shall be permitted to designate a new director. The person the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation Right, then for 30 days following the next occurring vacancy on the Board of Directors, the Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office as a director of the Company, the Purchaser shall be entitled to appoint one board observer to the Company's Board of Directors solely for the purpose of monitoring all matters relating to the iTrust Business. Notwithstanding anything to the contrary in the governing documents of the Company, any board observer appointed by the Purchaser shall be entitled to attend all iTrust Business portions of meetings of the Board of Directors of the Company, in a non-voting capacityenter into, and the Company shall provide agrees to enter into, the Director and Officer Indemnification Agreement in the form attached hereto as Exhibit C (the “Indemnification Agreement”), with such board observer with notice changes as the Laminar Board Member and the Company may agree to at the time of any meetings and execution of such other information related to the iTrust Business with respect to such meetings, and any meetings of any iTrust Business committees established by the Company's Board of Directors, as are delivered to the directors of the Company, including copies of all written consentsAgreement. The rights to designate a member to the Board of Directors, to receive re-nominations to the Board of Directors or to appoint a board observer as provided herein shall expire and be of no further force or effect if the Purchaser and its affiliates shall cease to hold a majority of the originally issued Shares[THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENT.]

Board Seat. The Purchaser shall have Upon the right to designate, within 30 ---------- days following the Closing Effective Date, one member of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view of the Purchaser, the Purchaser shall be permitted to designate a new director. The person the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation Right, then for 30 days following the next occurring vacancy on the Board of Directors, the Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office as a director of the Company, the Purchaser shall be entitled to appoint one board observer to the Company's Board of Directors solely for the purpose of monitoring all matters relating to the iTrust Business. Notwithstanding anything to the contrary in the governing documents of the Company, any board observer appointed by the Purchaser shall be entitled to attend all iTrust Business portions of meetings of the Board of Directors of CYKN will appoint one (1) representative designated by NURO (the Company"NURO Director"), in a non-voting capacitywho shall initially be Xxxx X. Xxxxxx, and the Company shall provide such board observer with notice of any meetings and such other information related to the iTrust Business with respect to such meetingsM.D., and any meetings of any iTrust Business committees established by the Company's Board of Directors, as are delivered to the directors of the Company, including copies of all written consents. The rights to designate a member to the Board of DirectorsPh.D., to receive re-nominations to serve on the Board of Directors or to appoint a board observer as provided herein shall expire and be of no further force or effect if CYKN (the Purchaser and its affiliates shall cease to hold a majority "Board") until the later of the originally next annual meeting of stockholders of CYKN or the date on which his successor is duly elected and qualified, or his earlier resignation. Commencing on the Effective Date and until the date on which NURO ceases to own at least five percent (5%) of the then issued Sharesand outstanding shares of Common Stock, CYKN shall nominate and recommend that its stockholders elect, and otherwise use reasonable efforts to insure the election of, the NURO Director to the Board at each meeting of stockholders of CYKN at which directors are elected, unless such NURO Director's term does not expire at such meeting. In the event of the death, resignation or removal of the NURO Director, NURO shall be entitled to designate a successor who will be appointed to the Board upon the later of the date of such death, resignation or removal or two (2) business days following NURO's designation of such successor. CYKN shall indemnify the NURO Director to the fullest extent permitted by applicable law. CYKN will indemnify and advance expenses to, and enter into agreements regarding the same with, each NURO Director in such manner as to provide such NURO Directors the same rights and benefits as are accorded to the most favorably covered of CYKN's officers and directors during the same period of service. For so long as a NURO Director shall remain a director of CYKN and with respect to any such prior service by any NURO Director, in all policies of director and officer liability insurance, all such NURO Directors shall be named as an insured in such a manner as to provide such NURO Directors the same rights and benefits as are accorded to the most favorably insured of CYKN's officers and directors during the same period of service.

Board Seat. The Purchaser Subject to the terms and conditions of this Agreement, following the date hereof, the Nominating Person(s) shall have the right be entitled to designate, within 30 ---------- days following in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the Closing Date, one member approval of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view Nominating and Governance Committee of the PurchaserBoard after exercising its good faith customary due diligence review and fiduciary duties, the Purchaser shall be permitted to designate a new directorsuccessor of Xx. The person the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation Right, then for 30 days following the next occurring vacancy on the Board of Directors, the Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office Xxxxxxx as a director of WBA (the Company“VMD Director”) in writing. The Board shall cause the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Purchaser shall be entitled Board and the Nominating and Governance Committee of the Board to appoint one board observer comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the Company's Board extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of Directors solely for a VMD Director by the purpose Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of monitoring all matters relating to the iTrust BusinessWBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the governing documents Corporate Governance Guidelines of WBA and of the CompanySecurities Exchange Commission and the Nasdaq Stock Market, any board observer appointed as determined in good faith by the Purchaser Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) shall be entitled to attend all iTrust Business portions designate another designee in accordance with and subject to the terms and conditions of meetings of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board of Directors of shall fill the Company, vacancy with such successor designee in a non-voting capacity, accordance with and the Company shall provide such board observer with notice of any meetings and such other information related subject to the iTrust Business terms and conditions of this Agreement (including the requirements with respect to such meetings, a VMD Director set forth in this Section 2 and any meetings of any iTrust Business committees established by the Company's Board of Directors, as are delivered to the directors of the Company, including copies of all written consents. The rights to designate a member to the Board of Directors, to receive re-nominations to the Board of Directors or to appoint a board observer as provided herein shall expire and be of no further force or effect if the Purchaser and its affiliates shall cease to hold a majority of the originally issued Sharesotherwise).

Board Seat. The Purchaser shall have the right to designateHoldings hereby agrees that ESI, within 30 ---------- days following the Closing Dateor its designee, one member of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view of the Purchaser, the Purchaser shall be permitted to designate a new director. The person entitled, from and after the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation RightClosing, then for 30 days following the next occurring vacancy on the Board of Directors, the Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office as a director of the Company, the Purchaser shall be entitled to appoint one board observer to the Company's Board of Directors solely for the purpose of monitoring all matters relating to the iTrust Business. Notwithstanding anything to the contrary in the governing documents of the Company, any board observer appointed by the Purchaser shall be entitled to attend all iTrust Business portions of meetings of the Board of Directors of Holdings, such member to be reasonably acceptable to Holdings, it being understood that Barrxxx X. Xxxx xx any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the Company"Stockholder Director"). Notwithstanding the foregoing, in if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non-voting capacityemployee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the Company person designated by ESI shall provide be elected as a director effective upon such board observer date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with notice applicable law and Holdings' Certificate of any meetings and such other information related to Incorporation) in the iTrust Business with respect to such meetings, and any meetings group of any iTrust Business committees established by the Company's Board of Directors, as nominees who are delivered to the directors of the Company, including copies of all written consents. The rights to designate a member to the Board of Directors, to receive re-nominations recommended for election to the Board of Directors or by the management of Holdings and included in Holdings' proxy statement pursuant to appoint a board observer the Securities Exchange Act of 1934, as provided herein shall expire amended, at each meeting of stockholders of Holdings when directors are to be elected, and be of no further force or effect if the Purchaser and its affiliates shall cease to hold a majority (ii) at any special meeting of the originally issued SharesBoard of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the Stockholder Director, the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Director shall be Barrxxx X. Xxxx.

Board Seat. The Purchaser shall have Company shall, if necessary, increase the right to designate, within 30 ---------- days following the Closing Date, one member authorized number of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view of the Purchaser, the Purchaser shall be permitted to designate a new director. The person the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation Right, then for 30 days following the next occurring vacancy on the Board of Directors, the Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office as a director of the Company, the Purchaser shall be entitled to appoint one board observer to the Company's Board of Directors solely for the purpose of monitoring all matters relating to the iTrust Business. Notwithstanding anything to the contrary in the governing documents of the Company, any board observer appointed by the Purchaser shall be entitled to attend all iTrust Business portions of meetings members of the Board of Directors of the CompanyCompany and shall appoint Xxxx Xxxxx as a member of the Board to fill the vacancy created by the new board position, in a non-voting capacitywhich appointment shall become effective as of the Effective Date, and shall nominate Xx. Xxxxx to continue as a member of the Board at the Company's next annual shareholders meeting and present Xx. Xxxxx to the Company's shareholders for approval as a member of the Board at such meeting. Xx. Xxxxx shall have the right to elect not to accept such appointment for any reason, including, without limitation, the Company's failure to obtain directors' liability insurance coverage in an amount and on terms and conditions satisfactory to Xx. Xxxxx. Until such time as Xx. Xxxxx accepts his appointment to the Board, Xx. Xxxxx shall be entitled to participate as an observer of all meetings of the Board and shall be entitled to notice of such meetings and Board materials as if Xx. Xxxxx was a member of the Board. In the event that Xx. Xxxxx accepts appointment to the Board and dies, is removed or resigns as a member of the Board, the Company shall provide such board observer with notice appoint Xxxxxxx Xxxxxx as a member of any meetings and such other information related the Board within thirty (30) days of Xx. Xxxxx'x death, removal or resignation to fill the iTrust Business with respect to such meetingsvacancy created by Xx. Xxxxx'x death, removal or resignation, and any meetings shall nominate Xx. Xxxxxx to continue as a member of any iTrust Business committees established by the Board at the Company's Board of Directors, as are delivered next annual shareholders meeting and present Xx. Xxxxxx to the directors Company's shareholders for approval as a member of the CompanyBoard at such meeting. In the event Xx. Xxxxxx dies, including copies is removed or resigns as a member of the Board, a designee of Streamware shall be entitled to participate as an observer of all written consentsmeetings of the Board. The rights Such designee shall be entitled to designate notice of the Board meetings and Board materials as if such designee were a member to the Board of Directors, to receive re-nominations to the Board of Directors or to appoint a board observer as provided herein shall expire and be of no further force or effect if the Purchaser and its affiliates shall cease to hold a majority of the originally issued SharesBoard. As an observer, such designee shall be entitled to reimbursement of reasonable and normal domestic travel costs associated with attending meetings of the Board, on the same basis as if he were a member of the Board.

Board Seat. The Purchaser Holdings hereby agrees that ESI, or its designee, shall have ---------- be entitled, from and after the right to designateClosing, within 30 ---------- days following the Closing Date, one member of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view of the Purchaser, the Purchaser shall be permitted to designate a new director. The person the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation Right, then for 30 days following the next occurring vacancy on the Board of Directors, the Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office as a director of the Company, the Purchaser shall be entitled to appoint one board observer to the Company's Board of Directors solely for the purpose of monitoring all matters relating to the iTrust Business. Notwithstanding anything to the contrary in the governing documents of the Company, any board observer appointed by the Purchaser shall be entitled to attend all iTrust Business portions of meetings of the Board of Directors of Holdings, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx X. Xxxx or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the Company"Stockholder Director"). Notwithstanding the foregoing, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non- employee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in a non-voting capacitysize, if necessary, and the Company person designated by ESI shall provide be elected as a director effective upon such board observer date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with notice applicable law and Holdings' Certificate of any meetings and such other information related to Incorporation) in the iTrust Business with respect to such meetings, and any meetings group of any iTrust Business committees established by the Company's Board of Directors, as nominees who are delivered to the directors of the Company, including copies of all written consents. The rights to designate a member to the Board of Directors, to receive re-nominations recommended for election to the Board of Directors or by the management of Holdings and included in Holdings' proxy statement pursuant to appoint a board observer the Securities Exchange Act of 1934, as provided herein shall expire amended, at each meeting of stockholders of Holdings when directors are to be elected, and be of no further force or effect if the Purchaser and its affiliates shall cease to hold a majority (ii) at any special meeting of the originally issued SharesBoard of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the Stockholder Director, the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Director shall be Xxxxxxx X. Xxxx.