Common use of Board Seat Clause in Contracts

Board Seat. Upon the Effective Date, the Board of Directors of CYKN will appoint one (1) representative designated by NURO (the "NURO Director"), who shall initially be Xxxx X. Xxxxxx, M.D., Ph.D., to serve on the Board of Directors of CYKN (the "Board") until the later of the 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 and 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. Upon the Effective Date, 2.1.1. The Company hereby agrees to recommend to the Board of Directors to take such actions as are necessary, and each of CYKN will appoint one the Shareholders and the Investor agrees to vote his, her or its shares of the Company's Common Stock, (1and any other shares of the capital stock of the Company over which he, she or it exercises voting control) representative and take such other actions as are necessary, so as to elect and thereafter continue in office as directors of the Company such individuals who may be nominated by the Investor and the Investor shall have the exclusive right to make three (3) nominations of directorships and each director so designated by NURO (shall sit for an initial term equal to the "NURO Director"), remaining term of the directors who shall initially be Xxxx X. Xxxxxx, M.D., Ph.D., to serve on resigned from the Board pursuant to Section 8(e) of Directors of CYKN (the "Board") Purchase Agreement and Investor's designees shall sit until the later of the 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%) shareholders of the then issued Company, except as provided in Section 2.1.2. 2.1.2. The Company hereby agrees to recommend to the Board of Directors to take such actions as are necessary, and outstanding each of the Shareholders and the Investor agrees to vote his, her or its shares of the Company's Common Stock, CYKN shall nominate (and recommend that its stockholders electany other shares of the capital stock of the Company over which he, she or it exercises voting control) and otherwise use reasonable efforts to insure the election oftake such other actions as are necessary, the NURO Director to the Board at each a 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 shareholders of the death, resignation or removal of the NURO Director, NURO shall be entitled Company to designate a successor who will be appointed to the Board upon the later occur within 120 days of the date hereof (the "Special Meeting"): 2.1.2.1. to elect and establish a board which, pursuant to Article IV of such deaththe Articles of Incorporation of the Company, resignation or removal or shall be classified into two (2) business days classes. Upon the increase of the board to 9 directors pursuant to Section 2.4.1, Class I shall be comprised of 5 directors and Class II shall be comprised of 4 directors. At the Special Meeting, the directors of Class I shall be elected to hold office for a term expiring at the next succeeding annual meeting of the shareholders following NURO's designation the Special Meeting and the directors of such successorClass II shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders following the Special Meeting. CYKN shall indemnify At each subsequent annual meeting of the NURO Director shareholders of the Company, the successors 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 class of CYKN's officers and directors during the same period of service. For so long as a NURO Director whose term 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 then expire shall be named as an insured in such elected to hold office for a manner as to provide such NURO Directors term expiring at the same rights and benefits as are accorded to second succeeding annual meeting of the most favorably insured shareholders of CYKN's officers and directors during the same period of serviceCompany.

Board Seat. Upon The Purchaser shall have the Effective 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 CYKN will appoint one (1) representative designated 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 NURO (the "NURO Director")Company's Board of Directors, who shall initially be Xxxx X. Xxxxxxas are delivered to the directors of the Company, M.D., Ph.D.including copies of all written consents. The rights to designate a member to the Board of Directors, to serve on receive re-nominations to the Board of Directors or to appoint a board observer as provided herein shall expire and be of CYKN (no further force or effect if the "Board") until the later Purchaser and its affiliates shall cease to hold a majority of the 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 originally issued and 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 serviceShares.

Board Seat. Upon the Effective Date, 2.1.1. The Company hereby agrees to recommend to the Board of Directors to take such actions as are necessary, and each of CYKN will appoint one the Shareholders and the Investor agrees to vote his, her or its shares of the Company's Common Stock, (1and any other shares of the capital stock of the Company over which he, she or it exercises voting control) representative and take such other actions as are necessary, so as to elect and thereafter continue in office as directors of the Company such individuals who may be nominated by the Investor and the Investor shall have the exclusive right to make three (3) nominations of directorships and each director so designated by NURO (shall sit for an initial term equal to the "NURO Director"), remaining term of the directors who shall initially be Xxxx X. Xxxxxx, M.D., Ph.D., to serve on resigned from the Board pursuant to Section 8(e) of Directors of CYKN (the "Board") Purchase Agreement and Investor's designees shall sit until the later of the 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%) shareholders of the then issued Company, except as provided in Section 2.1.2. 2.1.2. The Company hereby agrees to recommend to the Board of Directors to take such actions as are necessary, and outstanding each of the Shareholders and the Investor agrees to vote his, her or its shares of the Company's Common Stock, CYKN shall nominate (and recommend that its stockholders electany other shares of the capital stock of the Company over which he, she or it exercises voting control) and otherwise use reasonable efforts to insure the election oftake such other actions as are necessary, the NURO Director to the Board at each a 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 shareholders of the death, resignation or removal of the NURO Director, NURO shall be entitled Company to designate a successor who will be appointed to the Board upon the later occur within 120 days of the date hereof (the "Special Meeting"): 2.1.2.1. to elect and establish a board which, pursuant to Article IV of such deaththe Articles of Incorporation of the Company, resignation or removal or shall be classified into two (2) business days classes. Upon the increase of the board to 9 directors pursuant to Section 2.4.1, Class I shall be comprised of 5 directors and Class II shall be comprised of 4 directors. At the Special Meeting, the directors of Class I shall be elected to hold office for a term expiring at the next succeeding annual meeting of the shareholders following NURO's designation the Special Meeting and the directors of such successorClass II shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders following the Special Meeting. CYKN shall indemnify At each subsequent annual meeting of the NURO Director shareholders of the Company, the successors to the fullest extent permitted class of directors whose term shall then expire shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders of the Company. 2.1.2. 2. (a) two of the three directors nominated by applicable law. CYKN will indemnify Investor and advance expenses toelected pursuant to Section 2.1.1 shall be elected and serve in Class II and the remaining one director nominated by the Investor and elected pursuant to Section 2.1.1 shall be elected and serve in Class I, (b) the two directors nominated by Investor pursuant to Section 2.4.1 and elected upon the increase of the board size to 9, shall each be elected and serve in Class II, and enter into agreements regarding (c) the same with, each NURO Director in such manner as to provide such NURO Directors remaining directors not nominated by 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 Investor shall be named as an insured elected and serve 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.Class I.