Common use of Board Seat Clause in Contracts

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 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 enter into, and the Company agrees to enter into, the Director and Officer Indemnification Agreement in the form attached hereto as Exhibit C (the “Indemnification Agreement”), with such changes as the Laminar Board Member and the Company may agree to at the time of execution of such Agreement. [THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENT.]

Board Seat. For Holdings hereby agrees that ESI, or its designee, shall be entitled, from and after the Closing, to designate one member 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 long as D. E. Shaw Laminar Lending 2the "Stockholder Director"). Notwithstanding the foregoing, Inc., a Delaware corporation if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (“Laminar”5%), together 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 any Affiliates thereofthe foregoing, beneficially owns Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (within 5th) business day following the meaning Closing, Holdings' Board of Rule 13d-3 under Directors shall be increased in size, if necessary, and the Exchange Actperson designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) at least forty percent the person designated by ESI as a director to be included (40%consistent with applicable law and Holdings' Certificate of Incorporation) in the group of the outstanding aggregate principal amount of the Notes, the Company will nominate and use its best efforts to have elected nominees who are recommended for election to the Board one individual designated of Directors by Laminar (the “Laminar Board Member”). The Company’s management of Holdings and included in Holdings' proxy statement for pursuant to the election Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when directors shall include the Laminar Board Member are to be elected, and the recommendation (ii) at any special meeting of the Board in favor of election Directors held as soon as practicable after the creation 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 as a result of the death, disability, retirement resignation 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 BoardStockholder Director, the Company shall use its best efforts appointment of such person or persons as are designated by ESI to cause the Laminar Board Member to be a member of fill any such committee so created; providedvacancy. Unless written notice, howeversigned by the President of ESI, designating another individual shall be received by Holdings, 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 Stockholder Director 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 enter into, and the Company agrees to enter into, the Director and Officer Indemnification Agreement in the form attached hereto as Exhibit C (the “Indemnification Agreement”), with such changes as the Laminar Board Member and the Company may agree to at the time of execution of such Agreement. [THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENTBarrxxx X. Xxxx.]

Board Seat. For as long as D. E. Shaw Laminar Lending 2Upon the Effective Date, Inc., a Delaware corporation the Board of Directors of CYKN will appoint one (“Laminar”1) representative designated by NURO (the "NURO Director"), together with any Affiliates thereofwho shall initially be Xxxx X. Xxxxxx, beneficially owns M.D., Ph.D., to serve on the Board of Directors of CYKN (within the meaning "Board") until the later of Rule 13d-3 under the Exchange Act) 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 forty five percent (405%) of the then issued and outstanding aggregate principal amount shares of Common Stock, CYKN shall nominate and recommend that its stockholders elect, and otherwise use reasonable efforts to insure the Noteselection of, the Company will nominate and use its best efforts to have elected NURO Director to the Board one individual designated by Laminar (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 “Laminar Board Member”). The Company’s proxy statement for the election of directors shall include the Laminar Board Member and the recommendation event of the Board in favor of election death, resignation or removal of the Laminar NURO Director, NURO shall be entitled to designate a successor who will be appointed to the Board Memberupon 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 Laminar is otherwise entitled under the provisions a NURO Director shall remain a director 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 CYKN 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 any such prior service by any NURO Director, in all policies of director and officer liability insurance, all such NURO Directors shall be provided with named as an insured in such a manner as to provide such NURO Directors the same information, rights and access thereto, provided benefits as are accorded to other members the most favorably insured of Board. In addition to any other indemnification rights CYKN's officers and directors during the Laminar Board Member has pursuant to this Agreement, the Transaction Documents, the Certificate same period 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 enter into, and the Company agrees to enter into, the Director and Officer Indemnification Agreement in the form attached hereto as Exhibit C (the “Indemnification Agreement”), with such changes as the Laminar Board Member and the Company may agree to at the time of execution of such Agreement. [THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENTservice.]

Board Seat. For Holdings hereby agrees that ESI, or its designee, shall ---------- be entitled, from and after the Closing, to designate one member 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 long as D. E. Shaw Laminar Lending 2the "Stockholder Director"). Notwithstanding the foregoing, Inc., a Delaware corporation if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (“Laminar”5%), together 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 any Affiliates thereofthe foregoing, beneficially owns Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (within 5th) business day following the meaning Closing, Holdings' Board of Rule 13d-3 under Directors shall be increased in size, if necessary, and the Exchange Actperson designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) at least forty percent the person designated by ESI as a director to be included (40%consistent with applicable law and Holdings' Certificate of Incorporation) in the group of the outstanding aggregate principal amount of the Notes, the Company will nominate and use its best efforts to have elected nominees who are recommended for election to the Board one individual designated of Directors by Laminar (the “Laminar Board Member”). The Company’s management of Holdings and included in Holdings' proxy statement for pursuant to the election Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when directors shall include the Laminar Board Member are to be elected, and the recommendation (ii) at any special meeting of the Board in favor of election Directors held as soon as practicable after the creation 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 as a result of the death, disability, retirement resignation 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 BoardStockholder Director, the Company shall use its best efforts appointment of such person or persons as are designated by ESI to cause the Laminar Board Member to be a member of fill any such committee so created; providedvacancy. Unless written notice, howeversigned by the President of ESI, designating another individual shall be received by Holdings, 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 Stockholder Director 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 enter into, and the Company agrees to enter into, the Director and Officer Indemnification Agreement in the form attached hereto as Exhibit C (the “Indemnification Agreement”), with such changes as the Laminar Board Member and the Company may agree to at the time of execution of such Agreement. [THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENTXxxxxxx X. Xxxx.]

Board Seat. For as long as D. E. Shaw Laminar Lending 2The Company shall, Inc.if necessary, a Delaware corporation (“Laminar”), together with any Affiliates thereof, beneficially owns (within increase the meaning authorized number 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 Company’s proxy statement for the election of directors shall include the Laminar Board Member and the recommendation members of the Board in favor of election Directors of the Laminar Company and shall appoint Xxxx Xxxxx as a member of the Board Member. For so long as Laminar is otherwise entitled under to fill the provisions of this Agreement to nominate a Laminar Board Member, any vacancy created by the deathnew board position, disability, retirement or removal (with or without cause) which appointment shall become effective as of the Laminar Effective Date, and shall nominate Xx. Xxxxx to continue as a member of the Board Member may 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 filled by Xxxxxxxentitled 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. Subject to applicable law and any rules or regulations Xxxxx was a member of any stock exchange on which the Common Stock is listed, in Board. In the event that Xx. Xxxxx accepts appointment to the Board shall at any time create and dies, is removed or resigns as a committee member of the Board, the Company shall use its best efforts to cause the Laminar Board Member to be appoint Xxxxxxx Xxxxxx as a member of any such committee so created; providedthe Board within thirty (30) days of Xx. Xxxxx'x death, howeverremoval or resignation to fill the vacancy created by Xx. Xxxxx'x death, the foregoing removal or resignation, and shall not apply nominate Xx. Xxxxxx to any committee formed for the purpose of considering continue as 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 member of the Board) all meetings (whether in personBoard at the Company's next annual shareholders meeting and present Xx. Xxxxxx to the Company's shareholders for approval as a member of the Board at such meeting. In the event Xx. Xxxxxx dies, telephonic is removed or otherwise) resigns as a member of the Board, including all committee meetings with respect to committees on which the Laminar Board Member serves. The Laminar Board Member a designee of Streamware shall be provided entitled to participate as an observer of all meetings of the Board. Such designee shall be entitled to notice of the Board meetings and Board materials as if such designee were a member of the Board. 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 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 basis as if he were a member of the Company and the Bylaws of the Company, each Laminar Board Member that serves on the Board shall have the right to enter into, and the Company agrees to enter into, the Director and Officer Indemnification Agreement in the form attached hereto as Exhibit C (the “Indemnification Agreement”), with such changes as the Laminar Board Member and the Company may agree to at the time of execution of such Agreement. [THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENTBoard.]

Board Seat. For as long as D. E. Shaw Laminar Lending 2Subject to the terms and conditions of this Agreement, Inc.following the date hereof, a Delaware corporation (“Laminar”)the Nominating Person(s) shall be entitled to designate, together in each case in accordance with any Affiliates thereof, beneficially owns (within WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the meaning of Rule 13d-3 under the Exchange Act) at least forty percent (40%) approval of the outstanding aggregate principal amount Nominating and Governance Committee of the NotesBoard after exercising its good faith customary due diligence review and fiduciary duties, the Company will nominate and use its best efforts to have elected to the Board one individual designated by Laminar successor of Xx. Xxxxxxx as a director of WBA (the “Laminar Board MemberVMD Director”)) in writing. The Company’s proxy statement for Board shall cause the election appointment of directors shall include such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Laminar Board Member and the recommendation Nominating and Governance Committee of the Board in favor of election to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the Laminar Board Member. For so long as Laminar is otherwise entitled under 2023 annual meeting of stockholders of WBA), in all cases in accordance with the provisions terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to nominate the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a Laminar Board Member, any vacancy created VMD Director by the deathNominating Person(s) pursuant to this Section 2, disability, retirement or removal (VMD and the Nominating Person(s) shall consult with or without cause) and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to 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 Boardcontrary set forth herein, the Company shall use its best efforts VMD Director must be reasonably acceptable to cause the Laminar Board Member WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as 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 director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all committee meetings 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 designate another designee in accordance with and subject to the terms and conditions 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 shall fill the vacancy with such successor designee in accordance with and subject to the terms and conditions of this Agreement (including the requirements with respect to committees on which the Laminar Board Member serves. The Laminar Board Member shall be provided with the same information, a VMD Director set forth in this Section 2 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 enter into, and the Company agrees to enter into, the Director and Officer Indemnification Agreement in the form attached hereto as Exhibit C (the “Indemnification Agreement”otherwise), with such changes as the Laminar Board Member and the Company may agree to at the time of execution of such Agreement. [THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENT.]

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 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 Purchaser shall have the right to enter intodesignate, 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 agrees shall provide such board observer with notice of any meetings and such other information related to enter intothe iTrust Business with respect to such meetings, and any meetings of any iTrust Business committees established by the Director 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 Officer Indemnification Agreement in be of no further force or effect if the form attached hereto as Exhibit C (Purchaser and its affiliates shall cease to hold a majority of the “Indemnification Agreement”), with such changes as the Laminar Board Member and the Company may agree to at the time of execution of such Agreement. [THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENToriginally issued Shares.]