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. 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 (a) Prior to the Closing Date, upon satisfactory completion of a Directors & Officers questionnaire and provision of other background information as may be reasonably requested by the Company, the Company shall cause Mr. Xxxx Xxxx or Mr. Xxxxxx Xxxxxxxxx, at Purchaser’s option, as a representative of Purchaser shall have (the right “Board Representative”), to designate, within 30 ---------- days be appointed to the Company Board and commence serving on the Company Board immediately following the Closing Date. Prior to the Closing Date, one member the Company shall also cause the Board Representative to be appointed to the Executive Committee of the Company's Company Board of Directors to fill an existing vacancy (or any successor committee thereto). (b) The Company shall include 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 Representative in the view Company’s slate of director nominees recommended by the Company Board to be voted on by stockholders 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 Company at the Company's 2000 2009 Annual Meeting of Stockholders (the “2009 Meeting”), subject to satisfaction of all legal and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not governance requirements applicable 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 all board members regarding service as a director of the CompanyCompany (including the approval of the Compensation, Nominating and Governance Committee of the Company Board) and the Company shall also cause the Board Representative to be re-appointed to the Executive Committee of the Company Board (or any successor committee thereto), provided that (i) through the date of the 2009 Meeting, Purchaser shall be entitled to appoint one board observer to hold shares of Company Common Stock representing at least ten percent (10%) of the Company's outstanding shares of Company Common Stock; and (ii) the Board of Directors solely for the purpose of monitoring all matters relating to the iTrust Business. Notwithstanding anything to the contrary Representative shall remain “independent” (as such term is defined in the governing documents listing standards of the Nasdaq Stock Market). (c) Through the 2009 Meeting and, assuming the conditions in the proviso in Section 5.4(b) are satisfied and the Board Representative is re-elected at the 2009 Meeting by the stockholders of the Company, any board observer appointed by through the 2010 Annual Meeting of Stockholders, Purchaser shall be entitled have the power to attend designate the Board Representative’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director, subject to satisfaction of all iTrust Business portions of meetings legal and governance requirements applicable to all board members regarding service as a director of the Board of Directors Company (including the approval of the CompanyCompensation, in a non-voting capacity, Nominating and Governance Committee of the Company Board) and provided that any such replacement shall provide be “independent” (as such board observer with notice of any meetings and such other information related to term is defined in 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 listing standards 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 SharesNasdaq Stock Market).

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).