Common use of Changes in Designees Clause in Contracts

Changes in Designees. From time to time during the term of this Agreement, Designator(s) may, in their sole discretion: (a) elect to initiate a removal from the Company’s Board of Directors any incumbent Designee who occupies a Board seat for which such Designator(s) are entitled to designate the Designee under Section 4; and/or (b) designate a new Designee for election to a Board seat for which such Designator(s) are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such Board seat); provided such removal and/or designation of a Designee is approved in writing signed by the Designator or Designators entitled to designate such Designee under Section 4, in which case such election to remove Designee and/or elect a new Designee will be binding on the Key Shareholder or the Investor, as applicable. In the event of such an initiation of a removal or designation of a Designee under this Section 5, the Key Shareholder or the Investor, as the case may be, shall vote their respective Shares, as applicable, to cause: (i) the removal from the Company’s Board of Directors of the Designee or Designees so designated for removal; and (ii) the election to the Company’s Board Directors of any new Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators. The Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, including the Designee in each slate of nominees proposed to the shareholders of the Company and recommending his or her election to the Board of Directors and soliciting the votes of the appropriate Key Shareholder and the Investor, and the Key Shareholder and the Investor shall vote all of their respective Shares entitled to vote at such meeting or in connection with such consent in favor of such removals or elections. Any vote taken to remove any Designee elected pursuant to Section 4, or to fill any vacancy created by the resignation, removal or death of a Designee elected pursuant to Section 4, shall be subject to the provisions of this Agreement, including without limitation Section 4 and this Section 5.

Changes in Designees. (i) From time to time during the term of this Agreement, Designator(s) the Company may, in their its sole discretion: discretion (ax) elect notify Shareholder in writing of an intention to initiate a removal remove from the Company’s Board of Directors any incumbent Designee who occupies a Board seat for which such Designator(sCompany Designee; or (y) are entitled notify Shareholder in writing of an intention to designate the Designee under Section 4; and/or (b) designate select a new Company Designee for election to a Board seat for which such Designator(s) are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in any such Board seat); provided such removal and/or designation of . Any vacancy in a board seat allocated to a Company Designee is approved in writing signed shall be filled by the Designator or Designators entitled to designate such Designee under Section 4, Board in which case such election to remove Designee and/or elect a new Designee will be binding on accordance with the Key Shareholder or the Investor, as applicableCompany Charter Documents. In the event of such an initiation of a removal or designation selection of a new Company Designee under this Section 54(c)(i), the Key Shareholder or the Investor, as the case may be, shall vote their respective Shares, as applicable, its shares to cause: cause (iA) the removal from the Company’s Board of Directors of the Designee or Designees Company Designee(s) so designated for removal; and (iiB) the election to the Company’s Board Directors of any new Company Designee so nominated. (ii) From time to time during the term of this Agreement, Shareholder may, in its sole discretion (x) notify the Company in writing of an intention to remove from the Board any incumbent Shareholder Designee; or Designees so designated for election (y) notify the Company in writing of an intention to select a new Shareholder Designee to fill a vacancy in any such seat. Any vacancy in a board seat allocated to the Company’s Board of Directors Shareholder Designee shall be filled only by the appropriate Designator Shareholder, in its sole discretion, provided the Shareholder Designee shall be reasonably acceptable to the Board. In the event of such an initiation of a removal or Designators. The selection of a Shareholder Designee under this Section 4(c)(ii), the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, including the Designee in each slate calling a special meeting of nominees proposed to the shareholders of the Company and recommending his or her election to the Board of Directors and soliciting the votes of the appropriate Key Shareholder and the Investorshareholders, and the Key Shareholder and the Investor each Significant Holder shall vote all its shares to cause (A) the removal from the Board of their respective Shares entitled the Shareholder Designee so designated for removal; and (B) the election to vote at such meeting or in connection with such consent in favor the Board of such removals or elections. Any vote taken any new Shareholder Designee so nominated. (iii) Shareholder agrees not to bring any proposal before the Company’s shareholders, the intent of which is to remove from the Board without cause a Company Designee. The Company and each Significant Holder severally agrees not to bring any Designee elected pursuant proposal before the Company’s shareholders, the intent of which is to Section 4, or to fill any vacancy created by remove from the resignation, removal or death of a Designee elected pursuant to Section 4, shall be subject to Board without cause the provisions of this Agreement, including without limitation Section 4 and this Section 5Shareholder Designee.

Changes in Designees. From time to time during the term of this Agreement, Designator(s) Investors who hold sufficient Shares to select a Designee pursuant to this Agreement may, in their sole discretion: (ai) elect notify the Company in writing of an intention to initiate a removal remove from the Company’s Board of Directors any incumbent Designee who occupies a Board seat for which such Designator(s) Voting Parties are entitled to designate the Designee under Section 4Designee; and/oror (bii) designate notify the Company in writing of an intention to select a new Designee for election to a Board seat for which such Designator(s) Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such Board seat); provided such removal and/or designation of a Designee is approved in writing signed by the Designator or Designators entitled to designate such Designee under Section 4, in which case such election to remove Designee and/or elect a new Designee will be binding on the Key Shareholder or the Investor, as applicable. In the event of such an initiation of a removal or designation selection of a Designee under this Section 5section, the Key Shareholder or the Investor, as the case may be, shall vote their respective Shares, as applicable, to cause: (i) the removal from the Company’s Board of Directors of the Designee or Designees so designated for removal; and (ii) the election to the Company’s Board Directors of any new Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators. The Company shall take such commercially reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, including the Designee in each slate of nominees proposed to the shareholders of the Company and recommending his or her election to the Board of Directors and soliciting the votes of the appropriate Key Shareholder and the Investorstockholders, and the Key Shareholder and the Investor Voting Parties shall vote all their Shares to cause: (a) the removal from the Company’s Board of their respective Shares entitled to vote at such meeting the Designee or in connection with such consent in favor of such removals or elections. Any vote taken to remove any Designee Designees so designated for removal, provided that no director elected pursuant to Section 4Sections 2(b)(i)(B) or 2(b)(i)(C) of this Agreement may be removed from office unless such removal is directed or approved by ASP or Battery, respectively; and (b) the election to the Company’s Board of any new Designee or Designees so designated, provided that any director elected pursuant to fill Sections 2(b)(i)(B) or 2(b)(i)(C) of this Agreement shall be designated by ASP or Battery, respectively. To the extent permissible under the Delaware General Corporation Law, the Charter and the Company’s Bylaws, any vacancy vacancies created by the resignation, removal or death of a Designee director elected pursuant to Section 4, Sections 2(b)(i)(B) or 2(b)(i)(C) of this Agreement shall be subject filled pursuant to the provisions of this Agreement, including without limitation Section 4 and this Section 5such sections.

Changes in Designees. From time to time during the term of this Agreement, Designator(sthe parties having the right to select a Designee pursuant to this Agreement (the “Designating Parties”) may, subject to Section 7(b)(v), in their sole discretion: (ai) elect notify the Company in writing of any intention to initiate a removal remove from the Company’s Board of Directors any incumbent Designee who occupies a Board of Directors seat for which such Designator(s) Designating Parties are entitled to designate the Designee under Section 4Designee; and/oror (bii) designate notify the Company in writing of an intention to select a new Designee for election to a the Board of Directors seat for which such Designator(s) Designating Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such Board of Directors seat); provided such removal and/or designation of a Designee is approved in writing signed by the Designator or Designators entitled to designate such Designee under Section 4, in which case such election to remove Designee and/or elect a new Designee will be binding on the Key Shareholder or the Investor, as applicable. In the event of such an initiation of a removal or designation selection of a Designee under this Section 57(d) or Section 7(b)(v), the Key Shareholder or the Investor, as the case may be, shall vote their respective Shares, as applicable, to cause: (i) the removal from the Company’s Board of Directors of the Designee or Designees so designated for removal; and (ii) the election to the Company’s Board Directors of any new Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators. The Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, including soliciting the votes of the appropriate stockholders, and the Holders shall vote their Shares to cause: (a) the removal from the Board of Directors of the Designee in each slate of nominees proposed or Designees so designated for removal; and (b) unless such seat is required to remain vacant and be eliminated pursuant to Section 7(b)(v), the shareholders of the Company and recommending his or her election to the Board of Directors and soliciting of any new Designee or Designees so designated. During the votes of the appropriate Key Shareholder and the Investor, and the Key Shareholder and the Investor shall vote all of their respective Shares entitled to vote at such meeting or in connection with such consent in favor of such removals or elections. Any vote taken to remove any Designee elected pursuant to Section 4, or to fill any vacancy created by the resignation, removal or death of a Designee elected pursuant to Section 4, shall be subject to the provisions term of this Agreement, including without limitation each Holder agrees to vote all Shares to maintain the authorized number of members of the Board of Directors at nine (9) directors (or eight (8) if the size of the Board of Directors is reduced pursuant to Section 4 7(b)(v)), or such other number designated in accordance with the provisions of the Certificate of Incorporation. Each of JAFCO, Trident, HLM, KPCB and Cardinal severally shall each have the right to designate one representative to attend all meetings of the Board of Directors in a non-voting observer capacity (the “Board Observers”); provided, however, that the Company may require, as a condition precedent to the rights provided for under this Section 5Section, that the Board Observers and each Person to have access to any of the information provided by the Company to the Board of Directors shall agree to hold in confidence and trust all information so received during such meetings or otherwise; and provided, further, that the Company reserves the right not to provide information and to exclude such Board Observers from any meeting or portion thereof if delivery of such information or attendance at such meeting by such Board Observers would result in disclosure of trade secrets to the Board Observers or their nominating entities, or would adversely affect the attorney-client privilege between the Company and its counsel. The Board Observers shall be entitled to the same notice of such meetings and information relating to same as is given to members of the Board of Directors. The Board Observers shall be entitled to reimbursement for reasonable expenses incurred in the process of attending Board of Director meetings.