Common use of Composition of the Board of Directors Clause in Contracts

Composition of the Board of Directors. Promptly upon the acceptance for payment of, and payment by Sub in accordance with the Offer for, any shares of Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of 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 a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then issued and 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). Subject to applicable law, 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 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.

Composition of the Board of Directors. Promptly upon As of the acceptance for payment ofFirst Closing Date, and payment the Company shall have taken all necessary action to expand its Board of Directors to 6 individuals. So long as Xxxxxx shall continue to beneficially own at least 25% of the number of Shares originally purchased by Sub it pursuant to this Agreement, Xxxxxx shall have the right to designate 1 director in accordance with this Section 4.17 as follows: the Offer forCompany agrees that it shall use best efforts to have its Board of Directors or nominating committee, any shares if it has one, to re-nominate the individual designated by Xxxxxx as director for re-election at each meeting of Common Stock pursuant stockholders called for such purpose, to recommend to the OfferCompany’s stockholders that that they vote “for” such nominee, Sub shall be entitled and that all proxies given to designate management are voted in favor of such number nominee. The members of directors on the Board of Directors as of the First Closing shall be Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx (who shall be the director designated by Xxxxxx), Xxxxx Xxxxxxxxx and the Company’s Chief Executive Officer (with one vacant position). Following the First Closing, such five directors shall use its best efforts to designate a sixth director, who shall be reasonably acceptable to Xxxxxx at the time of such designation. The Company shall use commercially reasonable best efforts to obtain and maintain directors and officers liability insurance in such amounts as are customary for companies of the Company, rounded up ’s size; and shall enter into indemnification contracts with the Xxxxxx Director in form and substance reasonably satisfactory to the next whole number, as will give Sub, subject to compliance with Section 14(f) of 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 Xxxxxx Director. Nothing in this sentence) multiplied by a fraction, the numerator of which Agreement shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then issued and outstanding, and construed to preclude 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 from entering into the Company's Board of Directors (including to cause directors to resign). Subject to applicable law, 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 same or similar indemnification agreements 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 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 non-Xxxxxx Directors.

Composition of the Board of Directors. Promptly upon the acceptance for payment of, and payment by Sub in accordance with the Offer for, any shares of Common Stock pursuant (a) Investors LLC covenants to the Offer, Sub Employee Parties that it shall take whatever actions are required so that from and after the date hereof and prior to the consummation of the IPO at least two members of the board of directors of the Company shall be entitled individuals that are Investors LLC Parties who are not also officers or employees of AEA. (b) Investors LLC hereby covenants to designate such number Covalt (and not to the other Employee Parties) that: prior xx xxe consummation of the IPO if and so long as the Covalt Family Group beneficially owns at least 5% of the Xxxxxx then outstanding on a fully diluted basis (excluding stock options) then Covalt (personally and with no right of substitution) xxxxx be designated to serve on the board of directors of the Company and the board of directors of any Subsidiary of the Company (provided that so long as he is employed by the Company he shall be Chairman of the Board and Chief Executive Officer of the Company and Chairman of the Board of each domestic Subsidiary of the Company) and at each meeting of shareholders at which the election of directors is on the agenda, the Company shall recommend to the shareholders of the Company Covalt's election as director and the Investors LLC Parties xxxxx vote their Shares in favor of such election. Notwithstanding the foregoing, at such time as Covalt shall no longer be employed by the Company, Covalt wilx xx xemoved from the Board of Directors and all boxxxx xf any Subsidiary of the Company, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of 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 Company and shall no longer have any rights pursuant to this sentenceSection 3.2 if either (X) multiplied Covalt is Terminated by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then issued and outstanding, and the Company and its Board for Cause, (Y) Covalt is xx Xompetition or (Z) all of the directors of the Xxxxx of Directors shall, at such time, take any and all such action needed to cause Sub's designees who are Investors LLC Parties shall unanimously vote for the removal of his right to be appointed to the Company's Board of Directors (including to cause directors to resign). Subject to applicable law, 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 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 Directorsdirector.

Composition of the Board of Directors. Promptly upon (a) Investors LLC covenants to the acceptance for payment ofEmployee Parties that it shall take whatever actions are required so that from and after the Initial Execution Date, and payment by Sub in accordance with the Offer for, any shares of Common Stock pursuant prior to the Offer, Sub consummation of the IPO at least two members of the board of directors of the Company shall be entitled individuals that are Investors LLC Parties who are not also officers or employees of AEA. (b) Investors LLC hereby covenants to designate such number Covaxx (xxd not to the other Employee Parties) that: prior to the consummation of the IPO if and so long as the Covaxx Xxxily Group beneficially owns at least 5% of the Shares then outstanding on a fully diluted basis (excluding stock options) then Covaxx (xxrsonally and with no right of substitution) shall be designated to serve on the board of directors of the Company and the board of directors of any Subsidiary of the Company (provided that so long as he is employed by the Company he shall be Chairman of the Board and Chief Executive Officer of the Company and Chairman of the Board of each domestic Subsidiary of the Company) and at each meeting of shareholders at which the election of directors is on the agenda, the Company shall recommend to the shareholders of the Company Covaxx'x xxxction as director and the Investors LLC Parties shall vote their Shares in favor of such election. Notwithstanding the foregoing, at such time as Covaxx xxxll no longer be employed by the Company, Covaxx xxxl be removed from the Board of Directors and all boards of any Subsidiary of the CompanyCompany and shall no longer have any rights pursuant to this Section 3.2 if either (X) Covaxx xx Terminated by the Company for Cause, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f(Y) Covaxx xx in Competition or (Z) all of the Exchange Act, representation on such Board directors 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 who are Investors LLC Parties shall unanimously vote for the directors elected pursuant to this sentence) multiplied by a fraction, the numerator removal of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then issued and 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 his right to be appointed to the Company's Board of Directors (including to cause directors to resign). Subject to applicable law, 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 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 Directorsdirector.