Composition of Board Committees. Promptly following the execution and delivery of this Agreement, the Stockholders shall take and shall cause their respective director designees to take all actions necessary and advisable to (i) cause the Executive Committee of the Board (the "Executive Committee") to be comprised of two Brand Directors to be designated from time to time by Brand (one of whom shall be the chairman of the committee) and one Purchaser Director to be designated from time to time by the Purchaser Group; provided, however, that from and after the Option Closing Date, the size of the Executive Committee shall be increased by one and the Purchaser Group shall have the right to designate a second Purchaser Director to be a member of the Executive Committee, and; provided, further, that from and after the Commencement Date, the size of the Executive Committee shall be further increased by one and the permanent Chief Executive Officer of the Company shall become a member of the Executive Committee, ex officio, (ii) cause the Compensation Committee of the Board to be comprised of two Brand Directors to be designated from time to time by Brand and two Purchaser Directors to be designated from time to time by the Purchaser Group, and (iii) cause the Audit Committee of the Board to be comprised of two Brand Directors to be designated from time to time by Brand and two Purchaser Directors to be designated from time to time by the Purchaser Group.
Composition of Board Committees. The Company Group shall, or shall cause each of the persons who it appoints to serve on the Board of Directors of Purchaser upon the Closing, to agree that the composition of the Audit Committee and Compensation Committee of the Purchaser shall include at least one independent director who is appointed to the Board of Directors by Purchaser prior to the Effective Time.
Composition of Board Committees. After the Xxxxxx Directors have been elected to the Board of Directors, the membership of each Committee of the Board of Directors shall be considered vacant until the Incumbent Directors and the Xxxxxx Directors designate members of each Committee pursuant to this subsection 2(g). Notwithstanding any provisions of the By-Laws of the Company to the contrary, each Committee of the Board of Directors shall at all times be composed of an equal number of Incumbent Directors and Xxxxxx Directors. Each Director chosen to serve on a Committee shall have the independence and qualifications required by the By-Laws and applicable laws and regulations.
Composition of Board Committees. The Company agrees to cause the Board to establish or maintain a Compensation Committee and an Audit Committee. The Compensation Committee shall consist of four (4) individuals and the Audit Committee shall consist of three (3) individuals. Each of Crystal Internet Ventures, including Crystal Internet Venture Fund II (BVI), L.P. and Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. (collectively, “Crystal”), Advantage Capital New York Partners I, L.P. (“Advantage”) and Pacven Wxxxxx Ventures IV, L.P. (“Wxxxxx”) shall be entitled to nominate at least one (1) representative to each such committee. North Atlantic Venture Fund III and North Atlantic SBIC IV, L.P. (collectively, “North Atlantic”) shall be entitled to nominate at least one (1) representative to the Compensation Committee. The right of Crystal, Advantage and Wxxxxx, respectively, to nominate designees to the Compensation and Audit Committees and the right of North Atlantic to nominate a designee to the Compensation Committee shall terminate upon the earlier of (i) the date on which Crystal, Advantage, Wxxxxx or North Atlantic, as applicable, does not hold at least fifteen percent (15%) of the shares of Common Stock initially issued to such Investor (including those shares of Common Stock issued or issuable upon conversion of the Preferred Stock) or (ii) approval by the Board of a transaction constituting a Liquidation Event.
Composition of Board Committees. Each of the Compensation Committee and the Audit Committee shall be comprised of one member of management who is also a director, one of the Investors' Nominees, and one Independent Director.
Composition of Board Committees. The Company agrees to cause the Board of Directors to establish or maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall serve as the administering committee under the Option Plans and any future stock option plans) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). The Compensation Committee shall be comprised of independent directors, one of whom shall be nominated by the MSVP Investors and one of whom shall be nominated by the J.H. Xxxxxxx Xxxestors (collectively, the "Investor Nominees"). The MSVP Investors' and the J.H. Xxxxxxx Xxxestors' respective right to nominate a member of the Compensation Committee shall terminate upon the earlier of (i) the date on which the Investors do not hold at least fifty percent (50%) of the shares of Common Stock issued to the Investors under the Purchase Agreement (including those shares of Common Stock issued or issuable upon conversion of the Series B Convertible Preferred Stock) or (ii) consummation of a merger, acquisition or sale of all or substantially all of the assets of the Corporation which has been approved by the Board of Directors unless the Corporation's stockholders of record as constituted immediately prior to such merger, acquisition or sale will, immediately after such merger, acquisition or sale (by virtue of securities issued as
Composition of Board Committees. The Company agrees to cause the Board of Directors to maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall, together with the Chief Executive Officer, serve as the administering committee under the Stock Plan) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). Each such committee shall consist of non-management directors. Each of Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Partners IV, L.P., Commonwealth Capital Ventures II L.P. and Greylock XII Limited Partnership shall be entitled to nominate at least one (1) representative to each such committee and to any other committee formed by the Company.
Composition of Board Committees. The Company agrees to cause the Board of Directors to maintain a Compensation Committee (which shall be charged with exclusive authority over all compensation matters with respect to the senior management of the Company and shall, together with the Chief Executive Officer, serve as the administering committee under the Stock Plan) and an Audit Committee (which shall be charged with reviewing the Company's financial statements and accounting practices). Each such committee shall consist of non-management directors. Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Partners IV, L.P. shall be entitled to nominate at least one (1) representative to each such committee.
