Composition of the Board of Directors. Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following: (a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx; (b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx; (c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx; (d) the then Chief Executive Officer of the Company; (e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx; (f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx; (g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx; (h) one (1) person who shall be a financial expert designated by the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and (i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.
Appears in 2 contracts
Samples: Stockholders Agreement (Quanterix Corp), Stockholders Agreement (Quanterix Corp)
Composition of the Board of Directors. (a) Each Stockholder Shareholder agrees to vote vote, or cause to be voted, all of hisShares owned by such Shareholder, her or its Shares having voting power (and any other Shares over which he, she or it exercises such Shareholder has voting control), from time to time and at all times, in connection with whatever manner as shall be necessary to ensure that the election size of Directors the Board of the U.S. Company shall be set and remain at five Directors. Each Shareholder agrees to take vote, or cause to be voted, all Shares owned by such other actions Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as are shall be necessary so as to fix ensure that the number following persons shall be elected to the Board of Directors at nine (9) and to elect and continue in office as Directors the followingU.S. Company:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;
(b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(di) the then current Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding Companies (the “Common NomineeDirector”), who shall initially be Xxxxx Xxxx;
(fii) at any time during which VW Shareholders collectively own 10% or more of the outstanding Common Shares on a Fully Diluted Basis, one (1) person individual designated by bioMerieux the VW Shareholders (the “bioMerieux NomineeVW Director”), who shall initially be Xxxxxx Xxxxxxxxx;
(giii) one (1) person not otherwise an Affiliate at any time during which JJDC or its Affiliates collectively own 10% or more of the Company or any Investor who is outstanding Common Shares on a Fully Diluted Basis, one individual designated by JJDC (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx“JJDC Director”);
(hiv) at any time during which PVI or its Affiliates collectively own 10% or more of the outstanding Common Shares on a Fully Diluted Basis, one (1) person who shall be a financial expert individual designated by PVI (the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred “PVI Director, who shall initially be Xxxx Xxxxxxx”); and
(iv) one (1) person individual who is not otherwise an Affiliate employee of either of the Company who is Companies and has been approved and designated by Investor Approval (the “Independent Director”), and each Director designated as a Director pursuant to clauses (ii) to (iv) above shall, for purposes of this Agreement, be referred to as an “Investor Nominee Director”. If a person or group exercising the right to designate a Director pursuant to clauses (ii) to (iv) above ceases to hold 10% or more of the outstanding Common Shares on a Fully Diluted Basis, any Director appointed by such person or group pursuant to this Section 3.1(a) shall immediately resign as Director and, if such Director does not immediately resign as Director, the Shareholders shall forthwith take all actions required to be taken to remove such Director from the Board and appoint an additional Independent Director.
(i) an industry representative and Upon execution of this Agreement, the Board of the U.S. Company will be constituted as follows: Name of Director: Xxxxx Xxxx Common Director Xxxxxxx Xxxxxxxxx VW Director Xxxxx Xxxxxx JJDC Director Xxxxxx X. Xxxxx, Ph.D. PVI Director Xxxxxx Xxxxxx Independent Director
(ii) acceptable If a Director ceases to be a Director for any reason, each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the Board composition set out above in Section 3.1(a) is maintained.
(c) No party hereto shall vote to remove any Director of the Board of the U.S. Company designated in accordance with Section 3.1(a) unless the persons or groups so designating such Director as specified above so vote or recommend, and, if such persons or groups so vote, then the non-designating party or parties shall likewise so vote.
(d) The parties to this Agreement shall take all actions to ensure that the Directors of the U.S. Company are elected and serve as the only Directors of the Canadian Company and are removed in accordance with Section 3.1(c). The Board of the Canadian Company shall at all times consist of the same number of Directors as and shall be identical to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.Board of the U.S. Company.
Appears in 2 contracts
Samples: Shareholder Agreements (Aquinox Pharmaceuticals, Inc), Shareholder Agreements (Aquinox Pharmaceuticals (Usa) Inc)
Composition of the Board of Directors. Each Stockholder agrees to Shareholder shall vote all Shares owned or controlled by it and shall take all necessary action within its control, so that the composition of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election Board of Directors and to take such other actions the manner of selecting members thereof shall be as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the followingfollows:
(a) one (1) person From and after the Closing Date, the Board of Directors shall be comprised of four persons, two of whom shall be designated by ARCH Venture Fund VILCE and two of whom shall be designated by Mediaplex. All such designations shall be notified in writing to the Company, L.P. to be a Preferred Director (which shall notify all of the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;Shareholders.
(b) one Each Shareholder shall have the right by notice in writing to the Company to require the Board of Directors to call a shareholder meeting (1i) person to remove, with or without cause, any Director designated by Flagship Ventures Fund 2004such shareholder pursuant to this Section 6.2 and (ii) to designate any replacement for a Director designated by such shareholder pursuant to this Section 6.2, L.P. upon the death, resignation, retirement, disqualification or removal from office of such Director; provided, however, that the Shareholder proposing to remove any Director it has designated shall be a Preferred Director (responsible for any claims, actions, losses, expenses or damage arising out of or in relation to such removal and shall indemnify and hold harmless the “Flagship Nominee”)other Shareholder and the Company from any claim, who shall initially be Xxxxxxx Xxxx;actions, losses, expenses or damages arising out of or in relation to such removal.
(c) At all meetings of the Board of Directors, a quorum shall consist of not less than three Directors provided that such quorum consists of at least one (1) person Director designated by Xxxx Capital to be a Preferred LCE and one Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who designated by Mediaplex. Written notice shall be duly given to each Director at least fifteen (15) business days in advance of each meeting, provided no notice need be given to any Director who signs a written waiver of notice at or in advance of a meeting, or who attends the Series C Directormeeting without protesting any lack of notice. Unless a higher vote is specifically required by this Agreement, all actions of the “Investor Nominees”)Board of Directors shall be determined by the vote of a simple majority (i.e., who greater than 50%) of the Directors attending the meeting; provided that such majority includes at least one Director designated by LCE and one Director designated by Mediaplex. Directors shall initially be Xxxx Xxxxxxxx;entitled to participate at meetings of the Board of Directors telephonically in the event telephonic participation becomes permissible under the law of the Republic of Korea.
(d) the then Chief Executive Officer Board of Directors meetings shall be held no less frequently than once per year. Minutes of the Company;
(e) one (1) person designated by Board of Directors meetings shall be taken and a majority-in-interest copy of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who minutes shall be distributed to each Director in a financial expert designated by the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.timely fashion.
Appears in 2 contracts
Samples: Joint Venture Agreement (LCE AcquisitionSub, Inc.), Joint Venture Agreement (Loews Cineplex Entertainment Corp)
Composition of the Board of Directors. Each Stockholder agrees i. Prior to vote all of histhe Expiration Date, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of directors that will comprise the entire Board of Directors at nine of the Corporation and the entire Board of Directors of First Horizon Bank shall each be seventeen (9) and to elect and continue in office as Directors the following:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”17), who shall initially be Xxxxx Xxxxxxxx;
(b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(d) the then Chief Executive Officer consisting of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and the chief executive officer of First Horizon as of immediately prior to the Effective Time, (ii) acceptable the chief executive officer of IBKC as of immediately prior to the Effective Time, (iii) eight (8) other Continuing First Horizon Directors, who shall initially be Xxxxxx Xxxxxx;
and (hiv) one seven (17) person who shall be a financial expert designated by other Continuing IBKC Directors. It is the majority-in-interest objective of the holders Corporation that, over time and subject to Section 3.17(i), the size of the Preferred Stock and approved by a majority-in-interest Boards of Directors of the holders Corporation and of Common Stock First Horizon Bank will be reduced. Prior to be the Voting Preferred Directordate that is the second (2nd) anniversary of the Effective Time, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person any determination not otherwise an Affiliate to nominate Xx. Xxxx as a director of the Company who is (i) an industry representative and Corporation or First Horizon Bank as contemplated by any Employment Agreement with Xx. Xxxx, or (ii) acceptable any determination not to nominate Xx. Xxxxxx as a director of the Corporation or First Horizon Bank as contemplated by any Employment Agreement with Xx. Xxxxxx, shall each require the affirmative vote of at least 75% of the entire Board of Directors.
ii. Prior to the Expiration Date, (x) any vacancy on the Boards of Directors of the Corporation or of First Horizon Bank resulting from the cessation of service by any Continuing IBKC Director for any reason shall be filled by the Board of Directors with a nominee selected by majority vote of the Continuing IBKC Directors then in office, in which case the Continuing First Horizon Directors shall vote to approve the appointment or nomination (as applicable) of such individual; provided, that any such appointment or nomination shall be made in accordance with applicable law and the rules of the New York Stock Exchange (or other national securities exchange on which the Corporation’s securities are listed), and (y) the Continuing IBKC Directors shall have the exclusive authority to nominate (by majority vote), on behalf of the Board of Directors, who directors for election at each annual meeting, or at any special meeting at which directors are to be elected, to fill each seat previously held by a Continuing IBKC Director.
iii. Prior to the Expiration Date, (x) any vacancy on the Boards of Directors of the Corporation or of First Horizon Bank resulting from the cessation of service by any Continuing First Horizon Director for any reason shall initially be Xxxxxx Xxxxxxxfilled by the Board of Directors with a nominee selected by majority vote of the Continuing First Horizon Directors then in office, Ph.D.in which case the Continuing IBKC Directors shall vote to approve the appointment or nomination (as applicable) of such individual; provided, that any such appointment or nomination shall be made in accordance with applicable law and the rules of the New York Stock Exchange (or other national securities exchange on which the Corporation’s securities are listed), and (y) the Continuing First Horizon Directors shall have the exclusive authority to nominate (by majority vote), on behalf of the Board of Directors, directors for election at each annual meeting, or at any special meeting at which directors are to be elected, to fill each seat previously held by a Continuing First Horizon Director.
Appears in 2 contracts
Samples: Merger Agreement (Iberiabank Corp), Merger Agreement (First Horizon National Corp)
Composition of the Board of Directors. Each Stockholder agrees (a) Subject to vote all the provisions of his, her or its Shares having voting power (Section 3.1(b) and any other Shares over which he, she or it exercises voting control3.1(d), in connection with the election Company shall use its best efforts to, and each Stockholder shall, take and cause to be taken all necessary action (corporate and other), including the voting of Directors and Shares, to take such other actions as are necessary so as to fix set the number of Directors directors at nine (9) seven and to elect and continue in office as Directors the following:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director members of the Board four individuals (the “ARCH Nominee”"Brand Directors") selected and nominated from time to time by Brand (provided that such individuals shall be reasonably satisfactory to a majority of the directors appointed by the Purchaser Group) and three individuals (the "Purchaser Directors") selected and nominated from time to time by the Purchaser Group, by action of the Majority Holders (provided that such individuals shall be reasonably satisfactory to a majority of the Brand Directors); provided, however, that in the event that the Purchaser Group acquires all of the Additional Securities (as defined in the Purchase Agreement) pursuant to the terms of Section 1.4 of the Purchase Agreement, the number of directors shall be set at eight and the Purchaser Group shall have the right from and after the Option Closing Date (as defined in the Purchase Agreement) to appoint a fourth Purchaser Director; provided, further, that if any member of the Purchaser Group is ever entitled to appoint a member of the Board pursuant to the rights granted by the Company to the holders of the Cerberus Debentures (as such term is defined in the Purchase Agreement) as a result of the purchase of the Cerberus Debentures or otherwise, the size of the Board and the number of directors which the Purchaser Group shall have the right to appoint pursuant to the terms hereof shall be reduced by one. At any time during which the Purchaser Group is entitled to appoint at least four Purchaser Directors pursuant to the provisions of this Section 3.1(a), at the request of either Brand or the Majority Holders, the size of the Board shall be increased by one and Brand and the Purchaser Group, by action of the Majority Holders, shall mutually select one additional director who shall initially not be Xxxxx Xxxxxxxx;employed by or otherwise be an Affiliate of either the Company, Brand or any member of the Purchaser Group (the "Independent Director") to fill the vacancy caused by such increase in the size of the Board.
(b) one (1) person designated by Flagship Ventures Fund 2004In the event that Cerberus Partners, L.P. ("Cerberus") or any other holder of the Cerberus Debentures (Cerberus or such holder, the "Debenture Holder") exercises its right to appoint a member of the Board pursuant to the terms of the Unit Purchase Agreement, dated as of March 7, 1996 (the "Cerberus Agreement"), by and between the Company and Cerberus, the number of directors shall be increased by two, one of such additional directors shall be the director appointed by the Debenture Holder (the "Debenture Director") and Brand and the Purchaser Group, by action of the Majority Holders, shall mutually select one additional Independent Director to fill the vacancies caused by such increase in the size of the Board. Each Stockholder shall use its best efforts to cause the Company to comply with the requirements of the Cerberus Agreement, including without limitation, voting all of their Shares in favor of the election of such person as the Debenture Holder may designate as a director of the Company. In the event that the Debenture Director resigns, is removed or otherwise is unable to continue to serve as a director of the Company and the Debenture Holder does not exercise its right to appoint a successor Debenture Director, one Independent Director to be mutually selected by Brand and the Majority Holders shall be deemed to have resigned as a director effective as of the date that the Debenture Holder notifies the Company that it will not exercise its rights under the Cerberus Agreement and shall cease to be a Preferred Director (member of the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;Board of Directors.
(c) The term of office of all directors shall continue until the next succeeding annual meeting of stockholders of the Company and until their successors are duly elected and qualified. Each of Brand and the Purchaser Group shall at all times have the right, exercisable by such Person in his or its sole discretion, to designate successors for the directors appointed by such Person (provided that such successors shall be reasonably satisfactory to a majority of the Purchaser Directors or the Brand Directors, as the case may be), to cause the Stockholders to remove, with or without cause, one (1) person designated or more of the directors appointed by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nomineesuch Person, and to fill any vacancy on the bioMeriux Nominee Board resulting from the death, resignation or removal of any director appointed by such Person (as defined below) who provided that any nominee selected to fill such a vacancy shall be reasonably satisfactory to a majority of the Series C DirectorBrand Directors or the Purchaser Directors, as the “Investor Nominees”case may be); provided, who however, that no such actions may be taken with respect to any Independent Director unless mutually agreed to by Brand and the Purchaser Group and; provided, further, that any Independent Director shall initially be Xxxx Xxxxxxxx;reasonably satisfactory to a majority of both the Brand Directors and the Purchaser Directors. Each Stockholder shall vote for such removal and for the election of such successor or successors at a meeting of the stockholders or shall execute a written consent to such effect without a meeting and consents to the prompt holding of a special meeting for that purpose, in each case, at the written request of the Person seeking to remove and replace such director given to the Company.
(d) the then The permanent successor Chief Executive Officer hired pursuant to Section 4.4 hereof shall become a member of the Company;Board effective as of the effective date of his or her employment by the Company (the "Commencement Date") and shall be deemed to be a Brand Director for all purposes hereunder. On or prior to the Commencement Date, Brand and any Brand Transferees shall take all action reasonably necessary to cause a Brand Director to resign from the Board effective as of the Commencement Date and to appoint the permanent Chief Executive Officer to fill the vacancy created by such resignation.
(e) one (1) person In the event that either Brand or the Purchaser Group is no longer entitled to designate directors pursuant to this Article III, all directors designated by a majority-in-interest such Person (other than the permanent Chief Executive Officer hired pursuant to Section 4.4 hereof) shall be deemed to have resigned as directors effective immediately and shall cease to be members of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;Board.
(f) one (1) person designated by bioMerieux (The participation of any former director in the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate deliberations of the Company or any Investor who is (i) an industry representative and (ii) acceptable Board subsequent to the other Directors, who date of his or her termination as a director shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest of the holders of the Preferred Stock and not affect in any respect any corporate action which has been approved by a majority-in-interest majority of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate remaining members of the Company who is Board, whether at a meeting at which a quorum of the Board (iexcluding any such former director) an industry representative and (ii) acceptable was present or pursuant to a written consent signed by the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.remaining directors.
Appears in 2 contracts
Samples: Stockholders Agreement (Brand Charles S), Stockholders Agreement (Logimetrics Inc)
Composition of the Board of Directors. Each Stockholder agrees (a) Investors shall have the right to vote designate for election to the Board the following members: (i) two (2) individuals designated by the GS Investors or their Affiliates, and (ii) two (2) individuals designated by the Advent Investor or their Affiliates (any individual designated by the GS Investors or the Advent Investor, an “Investor Director Designee”), and the Parent shall include each Investor Director Designee among the Parent’s and its directors’ nominees for election to the Board at all of histhe Parent’s applicable annual or special meetings of stockholders (or written consents) at which directors are to be elected, her or its Shares having voting power (subject to satisfaction of all legal and any other Shares over which hegovernance requirements regarding service as a director of the Parent. If the Parent’s Nominating and Corporate Governance Committee determines that an Investor Director Designee is not qualified to serve on the Board consistent with such committee’s policies and procedures, she or it exercises voting control), in connection with the election applicable nominating Investor shall have the right to designate a different Investor Director Designee. The right of Directors and an Investor to take such other actions as are necessary so as designate the directors shall be subject to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(ai) If an Investor Transfers (through one or more Transfers) more than seventy-five percent (75%) of its Initial Ownership Interest, such Investor or all of the Investors, as the case may be, shall only be entitled to designate one (1) person designated by ARCH Venture Fund VIdirector for appointment to the Board; and
(ii) If an Investor Transfers (through one or more Transfers) more than ninety percent (90%) of its Initial Ownership Interest, L.P. such Investor or all of the Investors, as the case may be, shall not be entitled to be a Preferred Director (designate any directors for appointment to the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;Board.
(b) one As of the date hereof, the directors designated for appointment to the Board (1i) person by the GS Investors shall be Xxxxx Xxxxxx, designated as a Class III Director, and Xxx Xxxxxxx, designated as a Class II Director, and (ii) by Flagship Ventures Fund 2004the Advent Investor shall be Xxxxxxxxxxx Xxxx, L.P. to be designated as a Preferred Class III Director (the “Flagship Nominee”)and Xxxxxx Xxxxxx, who shall initially be Xxxxxxx Xxxx;designated as a Class II Director.
(c) one In addition to any rights the Investors may have pursuant to Section 6.1, so long as the VCOC Investor beneficially owns at least five percent (15%) person designated by Xxxx Capital of its Initial Ownership Interest, and to be the extent necessary for the Investor’s investment in the Share Equivalents to qualify as a Preferred Director (“venture capital investment” under the “Xxxx Nominee” and, together with the ARCH NomineePlan Asset Regulations, the Flagship Nominee, VCOC Investor shall be permitted to designate one non-voting observer to the Board (a “Board Observer”) and any committee thereof and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”)board of directors or any committee thereof of any Subsidiary, who shall initially be Xxxx Xxxxxxxx;have the right to attend and observe, but not vote at, meetings of the Board and any committee thereof or the board of directors or any committee thereof of any Subsidiary, as applicable.
(d) Except as provided in Section 3.1(a), if the number of individuals that an Investor has the right to designate for election to the Board is decreased pursuant to Section 3.1(a), then Chief Executive Officer the corresponding number of director designees of such Investor shall immediately resign from the Company;Board, and the Parent and the Investors shall be immediately required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such individual. Except as provided above, each Investor shall have the sole and exclusive right to immediately remove its respective designees to the Board, as well as the exclusive right to designate the person to fill vacancies (serving in the same class as the predecessor) that remain open by not designating a director initially or that are created by reason of death, removal or resignation of such designees; provided that the Parent’s Nominating and Corporate Governance Committee determines that such persons designated to fill such vacancies are qualified to serve on the Board.
(e) one (1) person To the extent nominated or designated by a majority-in-interest any Investor, the Parent and each of the holders Stockholders shall take all actions necessary and within their control, including (i) in the case of shares the Parent, soliciting proxies for each Investor Director Designee to the same extent it does so for its other director nominees, and (ii) in the case of Common Stock then outstanding the Investor, voting the Shares held by such Investor (the “Common Nominee”whether at a meeting or by written consent), who to cause (A) the nomination, election, removal or replacement of the Investor Director Designees as provided for herein, and (ii) the Person designated as Board Observer to be designated as non-voting observer to the board of directors of the Parent for so long as the VCOC Investor is entitled to appoint a Board Observer pursuant to Section 3.1(b) hereof. No Person shall initially take any action with respect to the Parent that would be Xxxxx Xxxx;inconsistent with the provisions of this Agreement.
(f) one (1) person designated by bioMerieux (The Parent and its Subsidiaries shall reimburse the “bioMerieux Nominee”)directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Parent’s Subsidiaries, who shall initially be Xxxxxx Xxxxxxxxx;and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Parent’s reimbursement policies.
(g) one (1) person not otherwise an Affiliate The Parent and its Subsidiaries shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Company or any Investor who is (i) an industry representative Board and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest members of each board of directors of each of the holders Parent’s Subsidiaries. The Parent and its Subsidiaries shall enter into director and officer indemnification agreements substantially in the form attached at Exhibit C hereto, with each of the Preferred Stock and approved by a majority-in-interest of Investor’s designees on the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.Board.
Appears in 1 contract
Composition of the Board of Directors. Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection a) Concurrently with the election effectiveness of Directors this Agreement, the GS Investor Group and the Olympus Investor Group shall each have the right to take such other actions as are necessary so as to fix designate the number of Directors at nine directors specified in the table below to the Board based on their respective Investor Ownership Percentage (9) and to elect and continue in office as Directors the following:
(a) one (1) person any individual designated by ARCH Venture Fund VIthe GS Investor Group or the Olympus Investor Group, L.P. as applicable, an “Investor Director Designee”). The Company and each of the GS Investor Group and the Olympus Investor Group shall take all Necessary Action to cause the Investor Director Designees to be a Preferred elected and/or appointed to the Board. Investor Ownership Percentage Number of Investor Director (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;Designees 50% or greater 3 Less than 50% but greater than or equal to 25% 2 Less than 25% but greater than or equal to 15% 1 Less than 15% 0
(b) one As of the date hereof, the directors designated for appointment to the Board (1i) person by the GS Investor Group shall be [•], designated as a Class III Director, [•], designated as a Class II Director, and [•], designated as a Class I Director and (ii) by Flagship Ventures Fund 2004the Olympus Investor Group shall be [•], L.P. to be designated as a Preferred Director (the “Flagship Nominee”)Class III Director, who shall initially be Xxxxxxx Xxxx;[•], designated as a Class II Director, and [•], designated as a Class I Director.
(c) one (1) person designated by Xxxx Capital If the number of individuals that an Investor has the right to be a Preferred Director (designate to the “Xxxx Nominee” andBoard is decreased pursuant to Section 3.1(a), together with then the ARCH Nominee, corresponding number of director designees of such Investor shall immediately resign from the Flagship NomineeBoard, and the bioMeriux Nominee (as defined below) who Company and the Investors shall be immediately required to take any and all actions necessary or appropriate to cooperate in ensuring the Series C Directorremoval of such individual. Except as provided above, each Investor shall have the “Investor Nominees”)sole and exclusive right to immediately remove its respective designees to the Board, who shall as well as the exclusive right to designate the person to fill vacancies (serving in the same class as the predecessor) that remain open by not designating a director initially be Xxxx Xxxxxxxx;or that are created by reason of death, removal or resignation of such designees.
(d) No Stockholder shall take any action with respect to the then Chief Executive Officer Company that would be inconsistent with the provisions of the Company;this Agreement.
(e) one (1) person designated by a majorityThe Company and its Subsidiaries shall reimburse the Investor Director Designees for all reasonable out-inof-interest pocket expenses incurred in connection with their attendance at meetings of the holders Board or the board of shares directors of Common Stock then outstanding (any of the “Common Nominee”)Company’s Subsidiaries, who shall initially be Xxxxx Xxxx;and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies.
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who The Company and its Subsidiaries shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Company or any Investor who is (i) an industry representative Board and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest members of each board of directors of each of the holders Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements substantially in the form attached at Exhibit B hereto, with each of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.Investor Director Designees.
Appears in 1 contract
Samples: Stockholders’ Agreement (PSAV, Inc.)
Composition of the Board of Directors. Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) The Company shall have a board of directors (the “Board of Directors”) that consists of at least one (1) person designated by ARCH Venture Fund VIindividual and no more than three (3) individuals as contemplated in this Section 4.3, L.P. with such replacements or successors thereto as may be approved in the manner set forth in this Section 4.3. Each non-Defaulting Member that has a Consortium Percentage Interest of at least ten percent (10%) shall be entitled to appoint at least one (1) individual and no more than three (3) individuals to the Board of Directors of the Company for so long as such non-Defaulting Member has a Consortium Percentage Interest of at least ten percent (10%); provided, that to the extent no Member has a Consortium Percentage Interest of at least ten percent (10%), then the Company shall not be a Tier One Parallel Investment Vehicle entitled to participate in the decisions to be made under the Voting Agreement, unless and until such time that a Preferred Director non-Defaulting Member of the Company has a Consortium Percentage Interest of at least ten percent (10%); and, provided, further, that in the event the Company is not a Tier One Parallel Investment Vehicle, the Board of Directors shall be appointed by the Managing Member. The initial Board of Directors shall be composed of the individuals listed on Schedule C hereto. Except upon a Hyper-Majority Vote of Board of Directors, there shall be no members of the Board of Directors except those appointed pursuant to the second preceding sentence. In addition, each Member that is entitled to appoint an individual or individuals to the Board of Directors may by written notice to the Managing Member designate one or more individuals (and remove or replace such individual or individuals) as alternate representatives, any one of whom may participate in any activities of the Board of Directors (including receiving information and voting and exercising any other power) in the event that such Member’s member of the Board of Directors does not (but would be permitted to) participate in such activities as if such person were a member of the Board of Directors for all purposes including, for the avoidance of doubt, in determining the rights and obligations of such person and whether there is a quorum for a meeting of the Board of Directors. A Member may give notice to the Managing Member that the Consortium Percentage Interests of the Member (in such capacity, the “ARCH NomineeVoting Member”)) and its Affiliates and other Members over whose account such Voting Member or any of its Affiliates has discretionary authority will all be aggregated and treated as held by such Voting Member for the purposes of appointing members to the Board of Directors and voting as a member of the Board of Directors for so long as such Consortium Percentage Interests are held by a non-Defaulting Member. For the avoidance of doubt, who the Consortium Percentage Interests of Brookfield and any other Member to which Brookfield has syndicated a portion of its Commitment pursuant to Section 10.7 hereof (other than any Affiliate, or Person or account the Interest of which is managed by Brookfield on a discretionary basis) shall initially not be Xxxxx Xxxxxxxx;aggregated for the purposes of appointing representatives to the Board of Directors or voting. A member of the Board of Directors may resign his or her appointment as such at any time upon notice to each of the other members of the Board of Directors. In addition, (i) any member of the Board of Directors of a Tier One Parallel Investment Vehicle may be removed if the member is a representative of a Consortium Member that holds less than ten percent (10%) of Aggregate Consortium Commitments if such removal is effected in accordance with the Voting Agreement (based upon a Super-Majority Vote of the Tier One Parallel Investment Vehicles) and (ii) any member of the Board of Directors that is the representative of a Member that becomes a Defaulting Member shall be automatically removed. Any vacancy, whether caused by the death, disability, resignation or removal of a member of the Board of Directors shall be filled by appointment of the Member whose appointee created such vacancy, provided, that it remains entitled to do so, or, in the case of a non-Tier One Parallel Investment, by the Managing Member.
(b) If Brookfield is entitled to appoint a member or members to the Board of Directors under Section 4.3(a), then Brookfield shall have the right to appoint one (1) person designated representative from among the representatives of Brookfield appointed under Section 4.3(a) to serve as the chairman of the Board of Directors for so long as Brookfield is the Managing Member. In all other cases, the chairman shall be selected by Flagship Ventures Fund 2004a Majority Vote of Board of Directors. For the avoidance of doubt, L.P. to be in no event shall the chairman have a Preferred Director (the “Flagship Nominee”)second casting vote, who shall initially be Xxxxxxx Xxxx;or any other special powers.
(c) one Except as provided in Section 4.7(c)(vi) hereof, no member of the Board of Directors (1including the chairman thereof) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be entitled to any fees with respect to its membership on the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;Board of Directors.
(d) the then Chief Executive Officer Any member of the Company;
(e) one (1) person designated Board of Directors shall be permitted to disclose information obtained by such member in his or her capacity as a majority-in-interest member of the holders Board of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and (ii) acceptable Directors to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by Member which appointed such member to the majority-in-interest Board of the holders of the Preferred Stock Directors and approved by a majority-in-interest of the holders of Common Stock such Member may require such information to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable given to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.it.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Brookfield Retail Holdings LLC)
Composition of the Board of Directors. Each Stockholder agrees Promptly upon the acceptance ------------------------------------- for payment of, and payment by Sub in accordance with the Offer for, at least 70% of the outstanding shares of common Stock pursuant to vote all of his, her or its Shares having voting power the Offer (and any other Shares over which he, she or it exercises voting controlthe "Offer Closing"), in connection with Sub shall be entitled to designate such number of directors on the election Board of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;
(b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(d) the then Chief Executive Officer of the Company;
(e, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) one (1) person designated by a majority-in-interest of the holders Securities Exchange Act of 1934, as amended (the "Exchange Act"), representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of shares of Common Stock then so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent bears to the number of shares of Common Stock outstanding and the Company and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Company's Board of Directors (including to cause directors to resign). At all times before the Effective Time, Parent, Sub and the Company shall use their reasonable efforts to ensure that at least two members of the Company's Board of Directors, as constituted on the date hereof, remain on the Company's Board of Directors, except to the extent that no such individuals or their appointees agree to serve as directors (the “Common Nominee”"Continuing Directors"). In the event that one or more Continuing Directors resign from the Company's Board of Directors, who Parent, Sub and the Company shall initially permit the remaining, or in the case of the resignation of all Continuing Directors, the resigning, Continuing Director or Continuing Directors to appoint his or their successors in his or their reasonable discretion. The Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Company on a timely basis all information required to be Xxxxx Xxxx;
(f) one (1) person included in the Information Statement with respect to Sub's designees. In furtherance thereof, the Company will increase the size of the Company's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Company's Board of Directors. As of the Offer Closing, the Company, if so requested by Parent or Sub, will use its reasonable efforts to cause persons designated by bioMerieux (Sub to constitute the “bioMerieux Nominee”)same percentage of each committee of such board, who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate each board of directors of each subsidiary of the Company or any Investor who is and each committee of each such board (i) an industry representative and (ii) acceptable in each case to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest extent of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock Company's ability to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.elect such persons).
Appears in 1 contract
Samples: Merger Agreement (Osullivan Corp)
Composition of the Board of Directors. (a) Each Stockholder Shareholder agrees to vote vote, or cause to be voted, all of hisShares owned by such Shareholder, her or its Shares having voting power (and any other Shares over which he, she or it exercises such Shareholder has voting control), from time to time and at all times, in connection with whatever manner as shall be necessary to ensure that the election size of Directors the Board of the U.S. Company shall be set and remain at seven Directors. Each Shareholder agrees to take vote, or cause to be voted, all Shares owned by such other actions Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as are shall be necessary so as to fix ensure that the number following persons shall be elected to the Board of Directors at nine (9) and to elect and continue in office as Directors the followingU.S. Company:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;
(b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(di) the then current Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding Companies (the “Common NomineeDirector”), who shall initially be Xxxxx Xxxx;
(fii) at any time during which VW Shareholders collectively own 10% or more of the outstanding Common Shares on a Fully Diluted Basis, one (1) person individual designated by bioMerieux the VW Shareholders (the “bioMerieux NomineeVW Director”), who shall initially be Xxxxxx Xxxxxxxxx;
(giii) one (1) person not otherwise an Affiliate at any time during which JJDC or its Affiliates collectively own 10% or more of the Company or any Investor who is outstanding Common Shares on a Fully Diluted Basis, one individual designated by JJDC (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx“JJDC Director”);
(hiv) at any time during which PVI or its Affiliates collectively own 10% or more of the outstanding Common Shares on a Fully Diluted Basis, one (1) person who shall be a financial expert individual designated by PVI (the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred “PVI Director, who shall initially be Xxxx Xxxxxxx”); and
(iv) one (1) person three individuals, each of whom is not otherwise an Affiliate employee of either of the Company who is Companies and has been approved and designated by Investor Approval (i) the each, an industry representative “Independent Director”), and each Director designated as a Director pursuant to clauses (ii) acceptable to (iv) above shall, for purposes of this Agreement, be referred to as an “Investor Nominee Director”. If a person or group exercising the other Directorsright to designate a Director pursuant to clauses (ii) to (iv) above ceases to hold 10% or more of the outstanding Common Shares on a Fully Diluted Basis, who any Director appointed by such person or group pursuant to this Section 3.1(a) shall initially immediately resign as Director and, if such Director does not immediately resign as Director, the Shareholders shall forthwith take all actions required to be Xxxxxx Xxxxxxx, Ph.D.taken to remove such Director from the Board and appoint an additional Independent Director.”
Appears in 1 contract
Samples: Shareholders’ Agreement (Aquinox Pharmaceuticals, Inc)
Composition of the Board of Directors. (a) Each Stockholder Shareholder agrees to vote vote, or cause to be voted, all of hisShares owned by such Shareholder, her or its Shares having voting power (and any other Shares over which he, she or it exercises such Shareholder has voting control), from time to time and at all times, in connection with whatever manner as shall be necessary to ensure that the election size of Directors the Board of the U.S. Company shall be set and remain at six Directors. Each Shareholder agrees to take vote, or cause to be voted, all Shares owned by such other actions Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as are shall be necessary so as to fix ensure that the number following persons shall be elected to the Board of Directors at nine (9) and to elect and continue in office as Directors the followingU.S. Company:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;
(b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(di) the then current Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding Companies (the “Common NomineeDirector”), who shall initially be Xxxxx Xxxx;
(fii) at any time during which VW Shareholders collectively own 10% or more of the outstanding Common Shares on a Fully Diluted Basis, one (1) person individual designated by bioMerieux the VW Shareholders (the “bioMerieux NomineeVW Director”), who shall initially be Xxxxxx Xxxxxxxxx;
(giii) one (1) person not otherwise an Affiliate at any time during which JJDC or its Affiliates collectively own 10% or more of the Company or any Investor who is outstanding Common Shares on a Fully Diluted Basis, one individual designated by JJDC (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx“JJDC Director”);
(hiv) at any time during which PVI or its Affiliates collectively own 10% or more of the outstanding Common Shares on a Fully Diluted Basis, one (1) person who shall be a financial expert individual designated by PVI (the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred “PVI Director, who shall initially be Xxxx Xxxxxxx”); and
(iv) one (1) person onetwo individuals, each of whom is not otherwise an Affiliate employee of either of the Company who is Companies and has been approved and designated by Investor Approval (theeach, an “Independent Director”), and each Director designated as a Director pursuant to clauses (ii) to (iv) above shall, for purposes of this Agreement, be referred to as an “Investor Nominee Director”. If a person or group exercising the right to designate a Director pursuant to clauses (ii) to (iv) above ceases to hold 10% or more of the outstanding Common Shares on a Fully Diluted Basis, any Director appointed by such person or group pursuant to this Section 3.1(a) shall immediately resign as Director and, if such Director does not immediately resign as Director, the Shareholders shall forthwith take all actions required to be taken to remove such Director from the Board and appoint an additional Independent Director.
(i) an industry representative and Upon execution of this Agreement, the Board of the U.S. Company will be constituted as follows: Name of Director: Xxxxx Xxxx Common Director Xxxxxxx Xxxxxxxxx VW Director Xxxxx Xxxxxx JJDC Director Xxxxxx X. Xxxxx, Ph.D. PVI Director Xxxxxx Xxxxxx Independent Director Xxxxxx Xxxxxx Independent Director
(ii) acceptable If a Director ceases to be a Director for any reason, each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.Board composition set out above in Section 3.1(a) is maintained.
Appears in 1 contract
Samples: Shareholders’ Agreement (Aquinox Pharmaceuticals, Inc)
Composition of the Board of Directors. Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) The Company shall have a board of directors (the “Board of Directors”) that consists of at least one (1) person designated by ARCH Venture Fund VIindividual and no more than three (3) individuals as contemplated in this Section 4.3, L.P. with such replacements or successors thereto as may be approved in the manner set forth in this Section 4.3. Each non-Defaulting Member that has a Consortium Percentage Interest of at least ten percent (10%) shall be entitled to appoint at least one (1) individual and no more than three (3) individuals to the Board of Directors of the Company for so long as such non-Defaulting Member has a Consortium Percentage Interest of at least ten percent (10%); provided, that to the extent no Member has a Consortium Percentage Interest of at least ten percent (10%), then the Company shall not be a Tier One Parallel Investment Vehicle entitled to participate in the decisions to be made under the Voting Agreement, unless and until such time that a Preferred Director non-Defaulting Member of the Company has a Consortium Percentage Interest of at least ten percent (10%); and, provided, further, that in the event the Company is not a Tier One Parallel Investment Vehicle, the Board of Directors shall be appointed by the Managing Member. The initial Board of Directors shall be composed of the individuals listed on Schedule C hereto. Except upon a Hyper-Majority Vote of Board of Directors, there shall be no members of the Board of Directors except those appointed pursuant to the second preceding sentence. In addition, each Member that is entitled to appoint an individual or individuals to the Board of Directors may by written notice to the Managing Member designate one or more individuals (and remove or replace such individual or individuals) as alternate representatives, any one of whom may participate in any activities of the Board of Directors (including receiving information and voting and exercising any other power) in the event that such Member’s member of the Board of Directors does not (but would be permitted to) participate in such activities as if such person were a member of the Board of Directors for all purposes including, for the avoidance of doubt, in determining the rights and obligations of such person and whether there is a quorum for a meeting of the Board of Directors. A Member may give notice to the Managing Member that the Consortium Percentage Interests of the Member (in such capacity, the “ARCH NomineeVoting Member”)) and its Affiliates and other Members over whose account such Voting Member or any of its Affiliates has discretionary authority will all be aggregated and treated as held by such Voting Member for the purposes of appointing members to the Board of Directors and voting as a member of the Board of Directors for so long as such Consortium Percentage Interests are not held by a non-Defaulting Member. For the avoidance of doubt, who the Consortium Percentage Interests of Brookfield and any other Member to which Brookfield has syndicated a portion of its Commitment pursuant to Section 10.7 hereof (other than any Affiliate, or Person or account the Interest of which is managed by Brookfield on a discretionary basis) shall initially not be Xxxxx Xxxxxxxx;aggregated for the purposes of appointing representatives to the Board of Directors or voting. A member of the Board of Directors may resign his or her appointment as such at any time upon notice to each of the other members of the Board of Directors. In addition, (i) any member of the Board of Directors of a Tier One Parallel Investment Vehicle may be removed if the member is a representative of a Consortium Member that holds less than ten percent (10%) of Aggregate Consortium Commitments if such removal is effected in accordance with the Voting Agreement (based upon a Super-Majority Vote of the Tier One Parallel Investment Vehicles) and (ii) any member of the Board of Directors that is the representative of a Member that becomes a Defaulting Member shall be automatically removed. Any vacancy, whether caused by the death, disability, resignation or removal of a member of the Board of Directors shall be filled by appointment of the Member whose appointee created such vacancy, provided, that it remains entitled to do so, or, in the case of a non-Tier One Parallel Investment, by the Managing Member.
(b) If Brookfield is entitled to appoint a member or members to the Board of Directors under Section 4.3(a), then Brookfield shall have the right to appoint one (1) person designated representative from among the representatives of Brookfield appointed under Section 4.3(a) to serve as the chairman of the Board of Directors for so long as Brookfield is the Managing Member. In all other cases, the chairman shall be selected by Flagship Ventures Fund 2004a Majority Vote of Board of Directors. For the avoidance of doubt, L.P. to be in no event shall the chairman have a Preferred Director (the “Flagship Nominee”)second casting vote, who shall initially be Xxxxxxx Xxxx;or any other special powers.
(c) one Except as provided in Section 4.7(c)(vi) hereof, no member of the Board of Directors (1including the chairman thereof) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be entitled to any fees with respect to its membership on the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;Board of Directors.
(d) the then Chief Executive Officer Any member of the Company;
(e) one (1) person designated Board of Directors shall be permitted to disclose information obtained by such member in his or her capacity as a majority-in-interest member of the holders Board of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and (ii) acceptable Directors to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by Member which appointed such member to the majority-in-interest Board of the holders of the Preferred Stock Directors and approved by a majority-in-interest of the holders of Common Stock such Member may require such information to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable given to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.it.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Brookfield Retail Holdings LLC)
Composition of the Board of Directors. Each Stockholder agrees to vote all of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) one The Company shall have a Board of Directors composed of 12 (1twelve) person designated by ARCH Venture Fund VImembers each Director having a term in office of 3 (three) years, L.P. re-election being permitted. Subject to the provisions of Sections 2.12 and 6 hereto, each of the TEF Group and the PT Group shall have the right to make binding nominations to appoint 6 (six) Directors, provided that at least 3 (three) of each such 6 (six) Directors shall be required to be a Preferred Director (resident in the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;Netherlands.
(b) one Each of the Shareholders agrees to exercise its voting rights in the relevant Shareholders Meeting to appoint the Directors nominated by each of the TEF Group and the PT Group in terms of Section 2.2(a) above. In the event of a vacancy in the Board of Directors (1) person designated by Flagship Ventures Fund 2004including, L.P. to be without limitation, as a Preferred Director (the “Flagship Nominee”result of removal), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who replacement member shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(d) the then Chief Executive Officer nominated by binding nomination of the Company;
(e) one (1) person designated Shareholder's Group which nominated the Director being replaced, for the period left to complete the relevant term in office. A Shareholder may require the suspension, removal or replacement of a Director nominated by that Shareholder's Group at any time and for any reason. Each Shareholder in a majority-in-interest Group shall have the right to require the suspension or removal of a Director nominated by the holders Shareholders in the other Group, provided that this is for Just Cause. The Shareholder requesting the replacement of shares of Common Stock then outstanding (the “Common Nominee”), who a Director shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and (ii) acceptable deliver a notice to the other DirectorsShareholders which shall contain the request to replace the relevant Director and in the event that such Director was nominated by the other Group a description of the relevant Just Cause. Provided that the Just Cause as stated in such notice is accepted by the other Shareholders, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who a Shareholders Meeting shall be a financial expert designated by the majority-in-interest held within 30 (thirty) days of the holders receipt of such notice to replace the relevant Director. Subject to the mandatory provisions of any applicable law, and more particularly Netherlands employment law, each of the Preferred Stock TEF Group, the PT Group and approved by a majority-in-interest the Company, as the case may be, shall procure that the terms and conditions upon which Directors are appointed in terms of the holders provisions of Common Stock this Section 2.2, shall be such that the Directors will not have the right to be indemnification in the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate event of the Company who is (i) an industry representative and (ii) acceptable to the other suspension or removal from their duty as Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D..
Appears in 1 contract
Composition of the Board of Directors. Each Stockholder agrees (a) Following the Closing and until the Charter Designation Termination Date, the Company shall take all actions necessary to vote preserve, and ensure the continuation of, the rights of the Preferred Share Purchaser (or, in the event the Preferred Share Purchaser has transferred any Apollo Preferred Shares to any of its Affiliates, the rights of the Majority Holders) to elect directors to the Company's board of directors (the "Board") pursuant to and in accordance with the articles of incorporation of the Company (as amended by the Certificate of Designation (as defined in the Purchase Agreement)) (the "Charter Designation Rights"), including, without limitation, by nominating for election (with respect to the Charter Designations Rights) the Persons proposed by the Preferred Share Purchaser (or, in the event the Preferred Share Purchaser has transferred all of histhe Apollo Preferred Shares to any of its Affiliates, her the Majority Holders) pursuant to Section 1.1(c) below or otherwise.
(b) From and after the Charter Designation Termination Date and until an Investor Rights Termination Event, the Preferred Share Purchaser (or an Affiliate thereof designated by the Preferred Share Purchaser) shall have the right to appoint one observer on the Board (the "Board Observer") so long as it and/or its Affiliates hold any Securities (it being understood that a Board Observer shall have all the rights (other than voting rights) of a director on the Board, including (i) the right to attend all meetings of the Board as an observer, (ii) the right to receive advance notice of each meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board, (iii) the right to receive copies of all materials, including notices, minutes, consents and regularly compiled financial and operating data distributed to the members of the Board at the same time as such materials are distributed to the Board, and to access the same information concerning the business and operations of the Company, and (iv) the right to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto, to the Board without voting).
(c) The Preferred Share Purchaser (or, in the event the Preferred Share Purchaser has transferred all of the Apollo Preferred Shares having voting power to any of its Affiliates, the Majority Holders) shall notify the Company of the identity of the proposed Investor Directors, in writing, no later than reasonably promptly after such information is reasonably requested by the Board or any committee thereof responsible for the nomination of directors for inclusion in (and x) a proxy or information statement for a meeting of shareholders (or action by written consent) or (y) any other Shares over which hedocuments or reports to be filed by the Company with the SEC, she together with all information about the proposed Investors Directors as shall be reasonably requested by the Board or it exercises voting controlany committee thereof responsible for the nomination of directors; provided, however, that in no event shall the Company require more information from the Preferred Share Purchaser or the Majority Holders regarding the proposed Investor Directors than is required for any other person nominated for election to the Board; provided, further, that in the event the Preferred Share Purchaser or the Majority Holders, as applicable, fails to provide any such notice, the persons then serving as the Investor Directors shall be deemed to be the proposed Investor Directors nominated for election for such meeting or written consent for purposes of this Section 1.2(c).
(d) Upon the request of the Preferred Share Purchaser, the Company shall cause one or more Investor Directors elected or serving in connection with the election of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. Charter Designation Rights to be a Preferred Director appointed or elected to the boards of directors (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;
(bor similar governing bodies) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(d) the then Chief Executive Officer of any or all of the Company;other Group Companies, such that the Investor Directors' representation on such boards will be proportionate to the Investor Directors' representation on the Board at such time.
(e) one (1) person designated by a majority-in-interest The provisions of the holders Certificate of shares Designation and this Article I are intended to provide the Preferred Share Purchaser and its Affiliates with the minimum Board representation rights set forth herein. Nothing in the Certificate of Common Stock then outstanding (Designation or this Agreement shall prevent the “Common Nominee”), who shall initially be Xxxxx Xxxx;Company from having a greater number of nominees or designees of the Preferred Share Purchaser and its Affiliates on the Board than otherwise provided herein.
(f) one If the Company at any time after the Closing becomes eligible for the "controlled company" exception under the rules of the Principal Market as a result of the Investor Percentage Interest exceeding fifty percent (1) person designated by bioMerieux (the “bioMerieux Nominee”50%), who shall initially be Xxxxxx Xxxxxxxxx;the Company shall, upon the request of the Preferred Share Purchaser, take any and all action necessary to qualify the Company for such exception.
(g) one (1) person not otherwise an Affiliate If, after the date hereof, there is a change in applicable Law or the rules of the Principal Market that prohibits the Charter Designation Rights, then the Company or any Investor who shall use reasonable best efforts to remove such prohibitions and, if it is (i) an industry representative unsuccessful in doing so, the Company and (ii) acceptable the Preferred Share Purchaser will discuss in good faith amendments to the other Directors, who shall initially terms of the Certificate of Designation to remove such prohibition (it being acknowledged that in no event will the Preferred Share Purchaser be Xxxxxx Xxxxxx;
(h) one (1) person who shall be obligated to accept a financial expert designated lesser number of directors than a number equal to the Investor Percentage Interest multiplied by the majority-in-interest outstanding number of directors on the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.Board).
Appears in 1 contract
Samples: Investors Rights Agreement (Prospect Global Resources Inc.)
Composition of the Board of Directors. Each Stockholder From and after the date hereof, the Company will take all necessary or desirable action within its control in order to cause the authorized number of directors on the Company's Board of Directors to be established at five (5) directors. From and after the date hereof, each of the Shareholders agrees to vote all of hisits voting stock of the Company, her and will take, and will cause any Persons controlled by it to take, all other necessary or desirable actions within its Shares having voting power control (in its capacity as a stockholder of the Company) and any other Shares over which he, she the Company will take all necessary or it exercises voting desirable action within its control), in connection with order to (A) cause the election of Directors and Investor (i) to take such other actions as are necessary so as initially be entitled to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) designate one (1) person designated by ARCH Venture Fund VI, L.P. representative to be a Preferred Director (the “ARCH Nominee”)Board of Directors of the Company, who shall initially be Xxxxx Xxxxxxxx;
Paul X. X'Xxxx xxx (bii) one to continue to be entitled to designate a number of members to the Board of Directors of the Company equal to the percentage obtained by dividing (1x) person the sum of the number of shares of the Company's Common Stock then held by such Investor and the number of shares of the Company's Common Stock issuable upon exercise of the Warrants then held by such Investor by (y) the sum, without duplication, of (i) the total number of shares of Company's Common Stock then outstanding, (ii) the number of shares of the Company's Common Stock issuable upon exercise of the Warrants then held by such Investor and (iii) the number of shares of the Company's Common Stock issuable as Reserved Securities, rounding up to the closest whole number any fractional board membership and (B) to cause such representatives designated by Flagship Ventures Fund 2004, L.P. the Investor to be elected to the Board of Directors of the Company; PROVIDED THAT so long as Investor shall continue to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(d) the then Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders holder of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders shares of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate issuable upon exercise of the Company who is (i) an industry representative Warrants, the Investor shall be entitled to designate and (ii) acceptable have elected at least one member to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.Board of Directors of the Company.
Appears in 1 contract
Samples: Shareholders' Rights Agreement (Precision Response Corp)
Composition of the Board of Directors. Each Stockholder agrees to Shareholder shall vote all Shares owned or controlled by it and shall take all necessary action within its control, so that the composition of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election Board of Directors and to take such other actions the manner of selecting members thereof shall be as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the followingfollows:
(a) one (1) person From and after the Closing Date, the Board of Directors shall be comprised of four persons, two of whom shall be designated by ARCH Venture Fund VILCE and two of whom shall be designated by Mediaplex. All such designations shall be notified in writing to the Company, L.P. to be a Preferred Director (which shall notify all of the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;Shareholders.
(b) one Each Shareholder shall have the right by notice in writing to the Company to require the Board of Directors to call a shareholder meeting (1i) person to remove, with or without cause, any Director designated by Flagship Ventures Fund 2004such shareholder pursuant to this Section 6.2 and (ii) to designate any replacement for a Director designated by such shareholder pursuant to this Section 6.2, L.P. upon the death, resignation, retirement, disqualification or removal from office of such Director; provided, however, that the Shareholder proposing to remove any Director it has designated shall be a Preferred Director (responsible for any claims, actions, losses, expenses or damage arising out of or in relation to such removal and shall indemnify and hold harmless the “Flagship Nominee”)other Shareholder and the Company from any claim, who shall initially be Xxxxxxx Xxxx;actions, losses, expenses or damages arising out of or in relation to such removal.
(c) At all meetings of the Board of Directors, a quorum shall consist of not less than three Directors provided that such quorum consists of at least one (1) person Director designated by Xxxx Capital to be a Preferred LCE and one Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who designated by Mediaplex. Written notice shall be duly given to each Director at least fifteen (15) business days in advance of each meeting, provided no notice need be given to any Director who signs a written waiver of notice at or in advance of a meeting, or who attends the Series C Directormeeting without protesting any lack of notice. Unless a higher vote is specifically required by this Agreement, all actions of the “Investor Nominees”)Board of Directors shall be determined by the vote of a simple majority (i.e., who greater than 50%) of the Directors attending the meeting; provided that such majority includes at least one Director designated by LCE and one Director designated by Mediaplex. Directors shall initially be Xxxx Xxxxxxxx;entitled to participate at meetings of the Board of Directors telephonically in the event telephonic participation becomes permissible under the law of the Republic of Korea.
(d) Board of Directors meetings shall be held no less frequently than once per year. Minutes of the then Board of Directors meetings shall be taken and a copy of the minutes shall be distributed to each Director in a timely fashion. Section 6.3. Representative Director, Chief Executive Operating Officer, Chief Financial Officer and Statutory Auditor.
(a) The Company's Representative Director shall be elected by 5 <PAGE> the Board of Directors from among the members of the Board of Directors nominated by Mediaplex. The Company shall also have one Statutory Auditor who shall be nominated by Mediaplex and elected at the General Meeting of Shareholders, one Chief Operating Officer who shall be an individual nominated by Mediaplex and approved by LCE (and who shall be a resident of the Republic of Korea) and one Chief Financial Officer who shall be nominated by Mediaplex and approved by LCE (and who shall be a resident of the Republic of Korea). The day-to-day affairs of the Company shall be managed by the Chief Operating Officer.
(b) The Representative Director shall represent the Company and act on all matters of the Company;
(e) one (1) person designated by a majority-in-interest . The Representative Director and the Chief Operating Officer will report to the Board of Directors. The Chief Operating Officer, subject to the control of the holders Board of shares Directors, shall have general charge and control of Common Stock then outstanding all of the Company's business and affairs and shall perform all duties incident to his office; provided that neither the Representative Director, the Chief Operating Officer nor any other executive of the Company (the “Common Nominee”)acting individually or jointly) shall take or shall be entitled to take, who and each Shareholder shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of use its best efforts to prevent the Company or any Investor who is of its Subsidiaries from taking, any of the actions specified in Section 6.4 (ia) an industry representative without the prior approval of the Board of Directors in accordance with this Agreement. The Representative Director and (ii) acceptable the Chief Operating Officer shall have such other powers and perform such other duties as may from time to time be assigned to them by the other Board of Directors, who shall initially be Xxxxxx Xxxxxx;.
(hc) one (1) person who The Representative Director shall be a financial expert designated by delegate all matters concerning the majorityday-into-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate day operations of the Company who is (i) an industry representative and (ii) acceptable to the other DirectorsChief Operating Officer and shall authorize the Chief Operating Officer to take, who shall initially be Xxxxxx Xxxxxxxwithout approval of the Representative Director, Ph.D.any and all actions concerning the Company not otherwise requiring the approval of the Board of Directors or Shareholders pursuant to Section 6.4. Section 6.4.
Appears in 1 contract
Samples: Joint Venture Agreement
Composition of the Board of Directors. Each Stockholder agrees to vote all 6.3.1 The Board shall initially consist of hisfive (5) directors (each, her a “Director”). The chief executive officer of the Company or its successors shall be a member of the Board during the term of his or her employment as chief executive officer. From and after the date hereof, if CIG owns Shares having voting power comprising at least 15% but less than 30% of the outstanding Shares, CIG shall have the right to appoint one (1) Director to the Board, and if CIG owns Shares comprising at least 30% of the outstanding Shares, CIG shall have the right to appoint two (2) Directors to the Board. From and after the date hereof, if Externalis owns Shares comprising at least 15% of the outstanding Shares, Externalis shall have the right to appoint one (1) Directors to the Board. From and after the date hereof, ABRY shall have the right to appoint Directors to the Board to the extent required under any agreement to which AMP and/or AIP, on the one hand, and a member of the Navtech Group, on the other hand, is a party. For the purposes of this Section 4.3(a), convertible preferred stock will be treated on an as converted basis.
6.3.2 Externalis shall have the right, so long as it has the right to designate any director pursuant to paragraph (a) above, in addition to such director, to appoint not more than one board observer (an “Observer”) to attend meetings of the Board or any committee thereof. Any Observer so appointed shall have the right to attend any meeting of the Board and any other Shares over which hecommittee thereof and shall be provided with all materials provided by or on behalf of the Company to the members of the Board or such committee; provided, she however, that any such Observer shall be excluded from attending any board meeting or it exercises voting controlreceiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information or in the case of any conflict of interest involving such Observer or the person or group designating such Observer.
6.3.3 Subject to Section 4.3(a) above, each Director shall hold office until his or her successor shall have been appointed and qualified or until his or her earlier resignation, removal, death or disability.
6.3.4 Subject to Section 4.3(e), in connection each Shareholder shall have the exclusive right to remove, with the election of Directors or without cause, any Director designated by such Shareholder and to take fill any vacancy created by the death, disability, removal or resignation of any Director designated by such other actions as are necessary so as Shareholder.
6.3.5 In the event of a change in the direct or indirect beneficial Share ownership of a Shareholder that results in such Shareholder no longer having the right to fix appoint one or more Directors, (i) such Shareholder shall cause such Director(s) to resign from the Board immediately upon the occurrence of such change and (ii) the size of the Board shall be reduced by the number of Directors at nine (9) and that have so resigned.
6.3.6 The Board may not form or delegate any authority to elect and continue in office as Directors any committee or subset of the following:Board without the written consent of each Shareholder then entitled to appoint one or more Directors.
(a) 6.3.7 The Board may, from time to time, designate one (1) person designated by ARCH Venture Fund VI, L.P. or more persons to be a Preferred Director officers of the Company (the “ARCH NomineeOfficers”). The Officers so designated shall have such authority and perform such duties as the Board may, who from time to time, delegate to them.
6.3.8 Each Officer shall initially be Xxxxx Xxxxxxxx;
(b) one (1) person designated by Flagship Ventures Fund 2004serve until the earlier of his death, L.P. to be a Preferred Director (the “Flagship Nominee”)disability, who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(d) the then Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company resignation or any Investor who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated removal by the majority-in-interest Board. Any vacancy occurring in the office of any Officer may be filled by the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.Board.
Appears in 1 contract
Composition of the Board of Directors. Each Stockholder agrees to Member shall vote all Membership Interests owned or controlled by it and shall take all necessary action within its control, so that the composition of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election Board of Directors and to take such other actions the manner of selecting members thereof shall be as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the followingfollows:
(a) one (1) person On the Closing Date, the Board of Directors shall be comprised of six persons, three of which shall be designated by ARCH Venture Fund VIthe holders of Class A Units and three of which shall be designated by the holders of Class B Units. All such designations shall be notified in writing to the Company, L.P. to be a Preferred Director (which shall notify all of the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;Members. A list of the initial Directors and their positions is set forth in Schedule 7.2.
(b) one Each holder of Class A Units and Class B Units, respectively, shall have the right by notice in writing to the Company to require the Board of Directors to call a meeting of the Members (1i) person to remove, with or without cause, any Director designated by Flagship Ventures Fund 2004such holder pursuant to this Section 7.2 and (ii) to designate any replacement for a Director designated by such holder pursuant to this Section 7.2, L.P. to be a Preferred Director (upon the “Flagship Nominee”)death, who shall initially be Xxxxxxx Xxxx;resignation, retirement, disqualification or removal from office of such Director.
(c) At all meetings of the Board of Directors, a quorum shall consist of not less than four Directors provided that such quorum consist of at least one (1) person Director designated by Xxxx Capital to be a Preferred holders of Class A Units and one Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who designated by Class B Units. Written notice shall be duly given to each Director at least five (5) business days in advance of each meeting, provided no notice need be given to any Director who signs a written waiver of notice at or in advance of a meeting, or who attends the Series C Directormeeting without protesting any lack of notice. Unless a higher vote is specifically required by this Agreement, all actions of the “Investor Nominees”)Board of Directors shall be determined by the vote of a simple majority (i.e., who shall initially be Xxxx Xxxxxxxx;greater than 50%) of the Directors attending the meeting; provided that such majority includes at least one Director designated by holders of Class A Units and one Director designated by holders of Class B units.
(d) Board of Directors meetings shall be held no less frequently than three times per year with at least one meeting being held between January 1 and March 31 in each year for purposes of considering the then Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate annual financial statements of the Company or any Investor who is (i) an industry representative and (ii) acceptable to its Subsidiaries. Minutes of the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who Board of Directors meetings shall be taken and a financial expert designated by the majority-in-interest copy of the holders of the Preferred Stock and approved by minutes shall be distributed to each Director in a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.timely fashion.
Appears in 1 contract
Samples: Joint Venture Agreement (Loews Cineplex Entertainment Corp)
Composition of the Board of Directors. Each (a) From and after the date hereof and until the provisions of this Section 3.2 cease to be effective pursuant to Section 3.5, each Stockholder agrees to vote all Shares owned or controlled by it and agrees to take all necessary action within its control, so that the Board of hisDirectors shall be comprised of nine persons, her three of whom shall be designated by AEA, three of whom shall be designated by DLJMB, one of whom shall be designated by DB, one of whom shall be the chief executive officer of the Company and one of whom shall be designated by the joint agreement of AEA and DLJMB; provided that prior to the Closing, the Board of Directors shall be comprised of three persons, one of whom shall be designated by each of AEA, DLJMB and DB until such time (prior to the Closing) when the size of the Board shall be increased to nine persons in accordance with the provisions hereof and the Company's By-laws. From and after the occurrence of the IPO, AEA and DLJMB each agrees that at least one Director designated by it shall be an independent director (each, an "Independent Director") as may be required by applicable law or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in stock exchange regulation. In connection with the election IPO, each Stockholder will use its best efforts to cause the Company's certificate of incorporation and bylaws to provide that the Directors designated by AEA, DLJMB and DB pursuant to this Section 3.2(a) shall hold office until the third anniversary of the IPO or such earlier time as they may be removed pursuant to Section 3.2(b). If, subsequent to the IPO, any Stockholder loses its rights under this Section 3.2 pursuant to the first sentence of Section 3.5, such Stockholder shall take all necessary action within its control to cause each Director designated solely by it to resign and, if such resignation is not promptly received, shall request in writing to the Board of Directors and to take such each other actions as are necessary so as to fix Stockholder the number removal of Directors at nine (9) and to elect and continue in office as Directors the following:
(a) one (1) person any Director designated solely by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;it.
(b) one (1) person designated by Flagship Ventures Fund 2004Each of AEA, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship NomineeDLJMB, and DB shall have the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
(d) the then Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate of the Company or any Investor who is right (i) an industry representative to cause the Stockholders to take all such action as may be necessary to remove, with or without Cause, any Director designated solely by it pursuant to this Section 3.2 and (ii) acceptable to designate any replacement for a Director designated solely by it pursuant to this Section 3.2, upon the other Directorsdeath, who resignation, retirement, disqualification or removal from office of such Director. AEA and DLJMB acting jointly shall initially have the right to cause the Stockholders to take all such action as may be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock necessary to be the Voting Preferred Directorremove, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.with or
Appears in 1 contract
Composition of the Board of Directors. Each Stockholder agrees (a) (i) From and after the Effective Date, until the Board Designation Expiration Date,
(A) the AG Investors’ Representative on behalf of the AG Group, will have the right to vote all designate two natural persons as two of histhe Founder Directors; and
(B) the Landscape Investors’ Representative on behalf of the Founder Preferred Investor, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control)will have the right to designate two natural persons as two of the Founder Directors, in connection each case for election by the holders of the AG Preferred Shares and Landscape Preferred Shares in accordance with the election provisions of Directors and the Charter; provided, however, if an Investors’ Representative fails to take such other actions as are necessary so as to fix designate, on behalf of its applicable Investors, the number of Founder Directors at nine (9as provided in Section 2.01(a)(i) and to elect and continue in office as Directors the following:
(a) one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH Nominee”Section 2.01(a)(ii), who shall initially be Xxxxx Xxxxxxxx;
(b) one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship Nominee”), who shall initially be Xxxxxxx Xxxx;
(c) one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who other Investors’ Representative shall be the Series C Director, the “Investor Nominees”), who shall initially be Xxxx Xxxxxxxx;
entitled to so designate for election such additional number of natural persons so that there are in aggregate four (d4) the then nominees as Founder Directors. So long as Xxxxxxx Xxxxxxx is Chief Executive Officer of the Company;
(e) , the AG Investors’ Representative agrees with the Landscape Investors that it shall designate him as one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (AG Directors unless the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (Company receives advance notice in accordance with the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not Bylaws or otherwise an Affiliate that a shareholder of the Company intends to nominate one or more directors at the next annual or special meeting of shareholders of the Company, in which case Xx. Xxxxxxx may be replaced as an AG Director effective as of such annual or special meeting (for the avoidance of doubt, neither Xx. Xxxxxxx nor the AG Investors’ Representative shall have any Investor who is (i) an industry representative and obligation to the Company to nominate Xx. Xxxxxxx as one of the AG Directors).
(ii) acceptable The AG Investors’ Representative and the Landscape Investors’ Representative each shall have the right, to be exercised in accordance with the provisions of the Charter, to (A) designate its own designated AG Director or Landscape Director, as the case may be, for removal, with or without cause, at any time and (B) designate a natural person for election as a Founder Director to fill any vacancy caused by the death, resignation, disqualification, removal or other cause of an AG Director or Landscape Director, respectively.
(iii) The Investors’ Representatives shall take all appropriate action, exercised in accordance with the provisions of the Charter, so that at all times prior to the other Board Designation Expiration Date there are two (2) AG Directors and two (2) Landscape Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest of the holders of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D..
Appears in 1 contract
Samples: Shareholder Agreement (Digital Landscape Group, Inc.)
Composition of the Board of Directors. Each Stockholder agrees to Member shall vote all Membership Interests owned or controlled by it and shall take all necessary action within its control, so that the composition of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control), in connection with the election Board of Directors and to take such other actions the manner of selecting members thereof shall be as are necessary so as to fix the number of Directors at nine (9) and to elect and continue in office as Directors the followingfollows:
(a) one (1) person On the Closing Date, the Board of Directors shall be comprised of six persons, three of which shall be designated by ARCH Venture Fund VIthe holders of Class A Units and three of which shall be designated by the holders of Class B Units. All such designations shall be notified in writing to the Company, L.P. to be a Preferred Director (which shall notify all of the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;Members. A list of the initial Directors and their positions is set forth in Schedule 7.2.
(b) one Each holder of Class A Units and Class B Units, respectively, shall have the right by notice in writing to the Company to require the Board of Directors to call a meeting of the Members (1i) person to remove, with or without cause, any Director designated by Flagship Ventures Fund 2004such holder pursuant to this Section 7.2 and (ii) to designate any replacement for a Director designated by such holder pursuant to this Section 7.2, L.P. to be a Preferred Director (upon the “Flagship Nominee”)death, who shall initially be Xxxxxxx Xxxx;resignation, retirement, disqualification or removal from office of such Director.
(c) At all meetings of the Board of Directors, a quorum shall consist of not less than four Directors provided that such quorum consists of at least one (1) person Director designated by Xxxx Capital to be a Preferred holders of Class A Units and one Director (the “Xxxx Nominee” and, together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who designated by holders of Class B Units. Written notice shall be duly given to each Director at least five (5) business days in advance of each meeting, provided no notice need be given to any Director who signs a written waiver of notice at or in advance of a meeting, or who attends the Series C Directormeeting without protesting any lack of notice. Unless a higher vote is specifically required by this Agreement, all actions of the “Investor Nominees”)Board of Directors shall be determined by the vote of a simple majority (i.e., who shall initially be Xxxx Xxxxxxxx;greater than 50%) of the Directors attending the meeting; provided that such majority includes at least one Director designated by holders of Class A Units and one Director designated by holders of Class B Units.
(d) Board of Directors meetings shall be held no less frequently than three times per year with at least one meeting being held between January 1 and March 31 in each year for purposes of considering the then Chief Executive Officer of the Company;
(e) one (1) person designated by a majority-in-interest of the holders of shares of Common Stock then outstanding (the “Common Nominee”), who shall initially be Xxxxx Xxxx;
(f) one (1) person designated by bioMerieux (the “bioMerieux Nominee”), who shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate annual financial statements of the Company or any Investor who is (i) an industry representative and (ii) acceptable to its Subsidiaries. Minutes of the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who Board of Directors meetings shall be taken and a financial expert designated by the majority-in-interest copy of the holders of the Preferred Stock and approved by minutes shall be distributed to each Director in a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.timely fashion.
Appears in 1 contract
Composition of the Board of Directors. Each Stockholder agrees (a) Investors shall have the right to vote designate for election to the Board the following members: (i) two (2) individuals designated by the GS Investors or their Affiliates, and (ii) two (2) individuals designated by the Advent Investor or their Affiliates (any individual designated by the GS Investors or the Advent Investor, an “Investor Director Designee”), and the Parent shall include each Investor Director Designee among the Parent’s and its directors’ nominees for election to the Board at all of histhe Parent’s applicable annual or special meetings of stockholders (or written consents) at which directors are to be elected, her or its Shares having voting power (subject to satisfaction of all legal and any other Shares over which hegovernance requirements regarding service as a director of the Parent. If the Parent’s Nominating and Corporate Governance Committee determines that an Investor Director Designee is not qualified to serve on the Board consistent with such committee’s policies and procedures, she or it exercises voting control), in connection with the election applicable nominating Investor shall have the right to designate a different Investor Director Designee. The right of Directors and an Investor to take such other actions as are necessary so as designate the directors shall be subject to fix the number of Directors at nine (9) and to elect and continue in office as Directors the following:
(ai) If an Investor Transfers (through one or more Transfers) more than seventy-five percent (75%) of its Initial Ownership Interest, such Investor or all of the Investors, as the case may be, shall only be entitled to designate one (1) person designated by ARCH Venture Fund VIdirector for appointment to the Board; and
(ii) If an Investor Transfers (through one or more Transfers) more than ninety percent (90%) of its Initial Ownership Interest, L.P. such Investor or all of the Investors, as the case may be, shall not be entitled to be a Preferred Director (designate any directors for appointment to the “ARCH Nominee”), who shall initially be Xxxxx Xxxxxxxx;Board.
(b) one As of the date hereof, the directors designated for appointment to the Board (1i) person by the GS Investors shall be Xxxxx Xxxxxx, designated as a Class III Director, and Xxx Xxxxxxx, designated as a Class II Director, and (ii) by Flagship Ventures Fund 2004the Advent Investor shall be Xxxxxxxxxxx Xxxx, L.P. to be designated as a Preferred Class III Director (the “Flagship Nominee”)and Xxxxxx Xxxxxx, who shall initially be Xxxxxxx Xxxx;designated as a Class II Director.
(c) one In addition to any rights the Investors may have pursuant to Section 6.1, so long as the VCOC Investor beneficially owns at least five percent (15%) person designated by Xxxx Capital of its Initial Ownership Interest, and to be the extent necessary for the Investor’s investment in the Share Equivalents to qualify as a Preferred Director (“venture capital investment” under the “Xxxx Nominee” and, together with the ARCH NomineePlan Asset Regulations, the Flagship Nominee, VCOC Investor shall be permitted to designate one non-voting observer to the Board (a “Board Observer”) and any committee thereof and the bioMeriux Nominee (as defined below) who shall be the Series C Director, the “Investor Nominees”)board of directors or any committee thereof of any Subsidiary, who shall initially have the right to attend and observe, but not vote at, meetings of the Board and any committee thereof or the board of directors or any committee thereof of any Subsidiary, as applicable; provided, however, that the VCOC Investor may be Xxxx Xxxxxxxx;excluded from any meeting of the audit committee of the Board, at the request of the audit committee.
(d) Except as provided in Section 3.1(a), if the number of individuals that an Investor has the right to designate for election to the Board is decreased pursuant to Section 3.1(a), then Chief Executive Officer the corresponding number of director designees of such Investor shall immediately resign from the Company;Board, and the Parent and the Investors shall be immediately required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such individual. Except as provided above, each Investor shall have the sole and exclusive right to immediately remove its respective designees to the Board, as well as the exclusive right to designate the person to fill vacancies (serving in the same class as the predecessor) that remain open by not designating a director initially or that are created by reason of death, removal or resignation of such designees; provided that the Parent’s Nominating and Corporate Governance Committee determines that such persons designated to fill such vacancies are qualified to serve on the Board.
(e) one (1) person To the extent nominated or designated by a majority-in-interest any Investor, the Parent and each of the holders Stockholders shall take all actions necessary and within their control, including (i) in the case of shares the Parent, soliciting proxies for each Investor Director Designee to the same extent it does so for its other director nominees, and (ii) in the case of Common Stock then outstanding the Investor, voting the Shares held by such Investor (the “Common Nominee”whether at a meeting or by written consent), who to cause (A) the nomination, election, removal or replacement of the Investor Director Designees as provided for herein, and
(ii) the Person designated as Board Observer to be designated as non-voting observer to the board of directors of the Parent for so long as the VCOC Investor is entitled to appoint a Board Observer pursuant to Section 3.1(b) hereof. No Person shall initially take any action with respect to the Parent that would be Xxxxx Xxxx;inconsistent with the provisions of this Agreement.
(f) one (1) person designated by bioMerieux (The Parent and its Subsidiaries shall reimburse the “bioMerieux Nominee”)directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Parent’s Subsidiaries, who shall initially be Xxxxxx Xxxxxxxxx;and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Parent’s reimbursement policies.
(g) one (1) person not otherwise an Affiliate The Parent and its Subsidiaries shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Company or any Investor who is (i) an industry representative Board and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be a financial expert designated by the majority-in-interest members of each board of directors of each of the holders Parent’s Subsidiaries. The Parent and its Subsidiaries shall enter into director and officer indemnification agreements substantially in the form attached at Exhibit C hereto, with each of the Preferred Stock and approved by a majority-in-interest of Investor’s designees on the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.Board.
Appears in 1 contract
Composition of the Board of Directors. Each Stockholder agrees (a) The Board of Directors shall consist of one or more members. The number of Directors shall initially be seven (7).
(b) From and after the date of this Agreement, each Member shall vote, or cause to vote be voted, all Units and all other voting securities of histhe Company presently owned or hereafter acquired by such Member, her or its Shares having voting power (and any other Shares over which he, she or it exercises such Member has voting control), at any meeting of the Members called for the purpose of filling positions on the Board of Directors, or to execute a written consent in connection with lieu of a meeting of the election Members, for purpose of filling positions on the Board of Directors and to take such other actions as are necessary so as to fix the number of Directors at nine seven (97) and to elect and continue in office as Directors the following:
(ai) For so long as UBS Oncology Impact Fund L.P. or its Affiliates (“OIF”), holds at least 10% of its originally issued Series A Preferred Units, one (1) person designated by ARCH Venture Fund VI, L.P. to be a Preferred Director (the “ARCH NomineeOIF Director”), designated by OIF who initially shall initially be Xxxxx XxxxxxxxXxxxxxx Xxxxxxx;
(bii) For so long as F2 Ventures or its Affiliates (“F2”) holds at least 10% of its originally issued Series A Preferred Units, one (1) person designated by Flagship Ventures Fund 2004, L.P. to be a Preferred Director (the “Flagship NomineeF2 Director” and together with the OIF Director, collectively the “Series A Preferred Directors”), designated by F2 who initially shall initially be Xxxxxxx XxxxXxxxxx Xxxxx;
(ciii) For so long as Baupost holds at least 10% of its originally issued Series B Preferred Units, one (1) person designated by Xxxx Capital to be a Preferred Director (the “Xxxx Nominee” andBaupost Director”, and together with the ARCH Nominee, the Flagship Nominee, and the bioMeriux Nominee (as defined below) who shall be the Series C DirectorA Preferred Directors, the “Investor NomineesPreferred Directors”), designated by Baupost;
(iv) The CEO (the “CEO Director”), which board seat shall initially be vacant, provided that if for any reason the CEO Director shall cease to serve as the CEO, each of the Members shall promptly vote their respective Units (A) to remove the former CEO from the Board of Directors if such person has not resigned as a member of the Board of Directors and (B) to elect such person’s replacement as the CEO as the new CEO Director;
(v) Two (2) people, mutually acceptable to a majority of the other members of the Board of Directors, including all of the Lead Directors, who shall initially be Xxxx Xxxxxxxx;Xxxxxxxxx and Xxxxxx Xxxxxxx (the “Independent Directors”); and
(vi) One (1) independent person who does not have an affiliation with any of the Members or the Company, who shall be designated by a majority of the Preferred Directors and subject to the mutual satisfaction of the Board, including the Independent Directors, such person shall be designated as the chairperson of the Board of Directors.
(c) In the event that the Member or Members that has or have the right to designate a Director pursuant to clause (b) above requests that the Director so designated by such Member or Members be removed (with or without cause), by written notice to the other holders of Units, then in such case, such Director shall be removed and each Member hereby agrees to vote all Units, and all other voting securities of the Company over which such Member has voting control, to effect such removal upon such request. Each Member agrees not to vote any Units having voting power, or any voting securities over which such Member has voting control, to remove any Director other than pursuant to this clause (c).
(d) the then Chief Executive Officer of Except as otherwise provided by law or by this Agreement, Directors shall hold office until their successors are elected and duly qualified or until their earlier death, disability, resignation or removal. Any Director may resign by delivering his or her written resignation to the Company;. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
(e) The Company shall permit up to one (1) person designated by a majority-in-interest representative of the holders of shares of Common Stock then outstanding (the “Common Nominee”)Baupost, who shall initially be Xxxxx Xxxx;
designated from time to time, to attend all meetings of its Board, any committee thereof, or any board of any subsidiary of the Company, in a nonvoting observer capacity (feach such representative, a “Board Observer”) one (1) person designated by bioMerieux (and, in this respect, shall give such representative copies of all notices, minutes, consents, and other documents or materials that it provides to its members at the “bioMerieux Nominee”)same time and in the same manner as provided to such members; provided, who however, that Baupost shall initially be Xxxxxx Xxxxxxxxx;
(g) one (1) person not otherwise an Affiliate cause such representative to hold in confidence such information to the same extent as provided in Section 2.09 above; provided further, the Company reserves the right to withhold any information and/or exclude any such representative from any meeting or portion thereof to the extent that the Company reasonably believes that the disclosure of which or that the inclusion of such representative would adversely affect the attorney-client privilege between the Company or its Affiliates and its counsel. Notwithstanding the preceding provisions of this Section, the absence of any Investor who is (i) an industry such representative and (ii) acceptable from any meeting or the failure of any such representative to participate in any consent shall not affect the other Directors, who shall initially be Xxxxxx Xxxxxx;
(h) one (1) person who shall be existence of a financial expert designated by the majority-in-interest quorum of the holders validity of the Preferred Stock and approved by a majority-in-interest of the holders of Common Stock to be the Voting Preferred Director, who shall initially be Xxxx Xxxxxxx; and
(i) one (1) person not otherwise an Affiliate of the Company who is (i) an industry representative and (ii) acceptable to the other Directors, who shall initially be Xxxxxx Xxxxxxx, Ph.D.any action taken.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cullinan Oncology, LLC)
