Common use of Changes in Designees Clause in Contracts

Changes in Designees. From time to time during the term of this Agreement, Voting Parties who may elect or remove a Designee pursuant to this Agreement may, in their sole discretion: (i) notify the Company in writing of an intention to remove from the Company's Board of Directors any incumbent Designee who occupies a seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee; or (ii) notify the Company in writing of an intention to select a new Designee for election to a seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such seat). In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c), the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholders, and the appropriate Voting Parties shall vote their Voting Shares to cause: (a) the removal from the Company's Board of Directors of the Designee or Designees so designated for removal; and (b) the election to the Company's Board of Directors of any new Designee or Designees so designated.

Appears in 2 contracts

Samples: Investor Rights Agreement (Third Wave Technologies Inc /Wi), Investor Rights Agreement (Third Wave Technologies Inc /Wi)

AutoNDA by SimpleDocs

Changes in Designees. From time to time during the term of this Agreement, Voting Parties who may elect or remove hold sufficient Shares to select a Designee pursuant to this Agreement may, in their sole discretion: (i) notify the Company in writing of an intention to remove from the Company's ’s Board of Directors any incumbent Designee who occupies a Board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee; or (ii) notify the Company in writing of an intention to select a new Designee for election to a Board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such Board seat). ; In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)section, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholders, and the appropriate Voting Parties shall vote their Voting Shares to cause: (a) the removal from the Company's ’s Board of Directors of the Designee or Designees so designated for removal; and (b) the election to the Company's ’s Board of Directors of any new Designee or Designees so designated.

Appears in 1 contract

Samples: Voting Agreement (Advanced Analogic Technologies Inc)

Changes in Designees. From time to time during the term of this Agreement, Voting Parties who may elect or remove hold sufficient Units to select a Designee pursuant to this Agreement may, in their sole discretion: (ia) notify the Company in writing of an intention to remove from the Company's Board ’s board of Directors managers any incumbent Designee who occupies a board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee; or (iib) notify the Company in writing of an intention to select a new Designee for election to a board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such board seat). In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)section, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersunitholders, and the appropriate Voting Parties shall vote their Voting Shares Company Units to cause: (a) the removal from the Company's Board ’s board of Directors managers of the Designee or Designees so designated for removal; and (b) the election to the Company's Board ’s board of Directors managers of any new Designee or Designees so designated.

Appears in 1 contract

Samples: Voting Agreement (Maxygen Inc)

Changes in Designees. From time to time during the term of this Agreement, Voting Parties who may elect or remove hold sufficient Shares to select a Designee pursuant to this Agreement may, in their sole discretion: (ia) notify the Company in writing of an intention to remove from the Company's Board of Directors any incumbent Designee who occupies a seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee; or (iib) notify the Company in writing of an intention to select a new Designee for election to a seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such seatseat on the Board). In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)section, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersstockholders, and the appropriate Voting Parties shall vote their Voting Shares to cause: (a) the removal from the Company's Board of Directors of the Designee or Designees so designated for removal; and (b) the election to the Company's Board of Directors of any new Designee or Designees so designated. The Voting Parties shall also take all actions to remove from the Board any person that may have been elected as a “Series A Director”.

Appears in 1 contract

Samples: Voting Agreement (Hiro Systems PBC)

Changes in Designees. From time to time during the term of this Agreement, (x) with respect to all Designees other than the At Large Designee, Voting Parties who may elect or remove hold sufficient Shares to select a Designee pursuant to this Agreement mayor (y) in the case of the At Large Designee, a majority of the Board, may in their sole discretion: (ia) notify the Company in writing of an intention to remove from the Company's Board of Directors any incumbent Designee who occupies a seat on the Board of Directors for which such Voting Parties or members of the Board, as applicable, are entitled to designate the Designee; or (iib) notify the Company in writing of an intention to select a new Designee for election to a seat on the Board of Directors for which such Voting Parties or members of the Board, as applicable, are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such seatboard seat including, without limitation, a vacancy resulting from removal pursuant to Section 2.7(d)). In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)2.4, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersstockholders, and the appropriate Voting Parties shall vote their Shares owned by such Voting Shares Party or over which such Voting Party has control to cause: (a) the removal from the Company's Board of Directors of the Designee or Designees so designated for removal; and (b) the election to the Company's Board of Directors of any new Designee or Designees so designated.

Appears in 1 contract

Samples: Voting Agreement (Experience Investment Corp.)

Changes in Designees. From time to time during the term of this Agreement, Voting Parties who may elect or remove hold sufficient Shares to select a Designee pursuant to this Agreement may, in their sole discretion: (i) notify the Company in writing of an intention to remove from the Company's ’s Board of Directors any incumbent Designee who occupies a Board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee; or (ii) notify the Company in writing of an intention to select a new Designee for election to a Board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such Board seat). In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)section, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersstockholders, and the appropriate Voting Parties shall vote their Voting Shares to cause: (a) the removal from the Company's ’s Board of Directors of the Designee or Designees so designated for removal; and (b) the election to the Company's ’s Board of Directors of any new Designee or Designees so designated.

Appears in 1 contract

Samples: Voting Agreement (Carpenter Chad M.)

Changes in Designees. From time to time during the term of this Agreement, Voting Parties who may elect hold sufficient Shares to select a Designee or remove Designees who are entitled to select a Designee pursuant to this Agreement may, in their sole discretion: (i) notify the Company in writing of an intention to remove from the Company's ’s Board of Directors any incumbent Designee who occupies a Board seat on the Board of Directors for which such Voting Parties or Designees are entitled to designate the Designee; or (ii) notify the Company in writing of an intention to select a new Designee for election to a Board seat on the Board of Directors for which such Voting Parties or Designees are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such Board seat). In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)section, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersstockholders, and the appropriate Voting Parties shall vote their Voting Shares to cause: (a) the removal from the Company's ’s Board of Directors of the Designee or Designees so designated for removal; and (b) the election to the Company's ’s Board of Directors of any new Designee or Designees so designateddesignated in accordance with Section 2(b).

Appears in 1 contract

Samples: Voting Agreement (Cornerstone OnDemand Inc)

AutoNDA by SimpleDocs

Changes in Designees. From time to time during the term of this Agreement, Voting Parties Stockholders who may elect or remove have the right to select a Designee pursuant to this Agreement may, in their sole discretion: (ia) notify the Company in writing of an intention to remove from the Company's Board of Directors any incumbent Designee who occupies a board seat on the Board of Directors for which such Voting Parties Stockholders are entitled to designate the Designee; or (iib) notify the Company in writing of an intention to select a new Designee for election to a board seat on the Board of Directors for which such Voting Parties Stockholders are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such board seat). The Independent Designee may be removed by consent of a majority of the other Board members then in office. In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)2.2, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersStockholders, and the appropriate Voting Parties Stockholders shall vote their Voting Shares to cause: (a) the removal from the Company's Board of Directors of the Designee or Designees so designated for removal; and (b) the election to the Company's Board of Directors of any new Designee or Designees so designated.

Appears in 1 contract

Samples: Stockholders’ Rights Agreement (800 Degrees Go, Inc.)

Changes in Designees. From time to time during the term of this Agreement, Voting Parties who may elect or remove hold sufficient Shares to select a Designee pursuant to this Agreement may, in their sole discretion: (ia) notify the Company in writing of an intention to remove from the Company's Board ’s board of Directors directors any incumbent Designee who occupies a board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee; or (iib) notify the Company in writing of an intention to select a new Designee for election to a board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such board seat). In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)section, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersstockholders, and the appropriate Voting Parties shall vote Vote their Voting Shares to cause: (a) the removal from the Company's Board ’s board of Directors directors of the Designee or Designees so designated for removal; and (b) the election to the Company's Board ’s board of Directors directors of any new Designee or Designees so designated.

Appears in 1 contract

Samples: Voting Agreement (Cvent Inc)

Changes in Designees. From time to time during the term of this Agreement, Voting Parties who may elect or remove are entitled to select a Designee pursuant to this Agreement may, in their sole discretion: (i) notify the Company in writing of an intention to remove from the Company's Board of Directors any incumbent Designee who occupies a Board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee; or (ii) notify the Company in writing of an intention to select a new Designee for election to a Board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such Board seat). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)section, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersstockholders, and the appropriate Voting Parties shall vote their Voting Shares to cause: (a) the removal from the Company's Board of Directors of the Designee or Designees so designated for removal; and (b) the election to the Company's Board of Directors of any new Designee or Designees so designated.

Appears in 1 contract

Samples: Asset Transfer and License Agreement (Cerus Corp)

Changes in Designees. From time to time during the term of this AgreementSection 4, the Voting Parties who may elect are listed parties or remove who hold sufficient Voting Shares to select a Designee Designee, as applicable, pursuant to this Agreement may, in their sole discretion: (ia) notify the Company in writing of an intention to remove from the Company's Board ’s board of Directors directors any incumbent Designee who occupies a board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee; or (iib) notify the Company in writing of an intention to select a new Designee for election to a board seat on the Board of Directors for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such board seat). In the event of such an initiation of a removal or selection of a Designee under this Section 9.2(c)section, the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate shareholdersstockholders, and the appropriate Voting Parties shall vote their Voting Shares to cause: (a) the removal from the Company's Board ’s board of Directors directors of the Designee or Designees so designated for removal; and (b) the election to the Company's Board ’s board of Directors directors of any new Designee or Designees so designated.

Appears in 1 contract

Samples: Stockholders’ Agreement (Ibotta, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!