Continuing Composition of the Board of Directors. (a) Following the Closing, subject to the other provisions of this Section 1.2 and Section 1.3, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its commercially reasonable efforts (which shall, subject to Applicable Law, include the inclusion, in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting, the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors, including the Continuing Stockholder Designees) to cause the stockholders of the Company to elect to the Board a slate of directors which includes, prior to a Continuing Stockholder Rights Termination Event, the Continuing Stockholder Designees. (b) Upon reasonable prior written notice by the Company, the Continuing Stockholder shall notify the Company of the identity of the proposed Continuing Stockholder Designees in writing, by the time such information is reasonably requested by the Board or the Corporate Governance Committee for inclusion in a proxy statement for a meeting of stockholders of the Company (which time shall be concurrent with the request for such information from and otherwise consistent with the request for such information from the other nominees), together with all information about the proposed Continuing Stockholder Designees as shall be reasonably requested by the Board or the Corporate Governance Committee and of the type of information requested by the Board or the Corporate Governance Committee of any other person nominated for election to the Board (including, at a minimum, any information regarding the proposed Continuing Stockholder Designees to the extent required by applicable securities laws or for any other person nominated for election to the Board). (c) Subject to Section 1.2(b) and Section 1.3, so long as no Continuing Stockholder Rights Termination Event has occurred, in the event of the death, disability, removal or resignation of any Continuing Stockholder Director, the Board will promptly appoint as a replacement Continuing Stockholder Director, a new Continuing Stockholder Designee designated by the Continuing Stockholder to fill the resulting vacancy, and such individual(s) shall then be deemed a Continuing Stockholder Director for all purposes hereunder; provided, that, for the avoidance of doubt and notwithstanding anything to the contrary contained herein, without limiting the rights of the Continuing Stockholder under this Section 1.2 with respect to subsequent annual or special meetings of the stockholders of the Company at which directors are to be elected to the Board, neither the Company nor the Board shall be under any obligation to appoint any Continuing Stockholder Designee to the Board in the event of the failure of a Continuing Stockholder Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Continuing Stockholder Designees stood for election but was nevertheless not elected. So long as no Continuing Stockholder Rights Termination Event has occurred, the Board shall not seek the removal of any Continuing Stockholder Director without the prior written consent of the Continuing Stockholder, unless such Continuing Stockholder Director is no longer eligible for designation as a member of the Board pursuant to Section 1.3; in which case the Board shall appoint as a replacement Continuing Stockholder Director a new Continuing Stockholder Designee designated by the Continuing Stockholder. (d) The Company will at all times provide each Continuing Stockholder Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board (in either case, if any).
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Samples: Stockholders Agreement (Medytox Solutions, Inc.), Stockholders Agreement (CollabRx, Inc.)
Continuing Composition of the Board of Directors. (a) Following the Closing, subject to the other provisions of this Section 1.2 and Section 1.3, at each annual or special meeting of the stockholders shareholders of the Company at which the 2017 Class Directors are to be elected to the Board (or, if the Board ceases to be classified, at any meeting of shareholders of the Company at which directors are to be elected to the Boardelected), the Company will nominate and use its commercially reasonable best efforts (which shall, subject to Applicable Law, include the inclusion, inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders shareholders in connection with any such meeting, meeting the recommendation of the Board that stockholders shareholders of the Company vote in favor of the slate of directors, including the Continuing Stockholder DesigneesFamily Designee) to cause the stockholders shareholders of the Company to elect to the Board a slate of directors which includes, prior to a Continuing Stockholder Rights Termination Event, the Continuing Stockholder DesigneesFamily Designee.
(b) Upon reasonable prior written notice by the Company, the Continuing Stockholder Family Representative shall notify the Company of the identity of the proposed Continuing Stockholder Designees Family Designee in writing, by the time such information is reasonably requested by the Board or the Corporate Governance Committee for inclusion in a proxy statement for a meeting of stockholders of the Company (which time shall be concurrent with the request for such information from and otherwise consistent with the request for such information from the other nominees), writing together with all information about the proposed Continuing Stockholder Designees Family Designee as shall may be reasonably requested by the Board or the Nominating and Corporate Governance Committee and of the type of information requested by the Board or the Corporate Governance Committee of any other person nominated for election to the Board (including, at a minimum, any information regarding the proposed Continuing Stockholder Designees Family Designee to the extent required by the Company’s articles of incorporation or applicable securities laws or for any other person nominated for election to the Board).
(c) Subject to Section 1.2(b) and Section 1.3, so long as no Continuing Stockholder Rights Family Designation Right Termination Event has occurred, in the event of the death, disability, removal or resignation of any Continuing Stockholder the Family Director, the Board will promptly appoint as a replacement Continuing Stockholder Director, a new Continuing Stockholder Designee Family Director the person designated by the Continuing Stockholder Family Representative to fill the resulting vacancy, and such individual(s) individual shall then be deemed a Continuing Stockholder Family Director for all purposes hereunder; provided, that, for the avoidance of doubt and notwithstanding anything to the contrary contained herein, without limiting the rights of the Continuing Stockholder under this Section 1.2 with respect to subsequent annual or special meetings of the stockholders of the Company at which directors are to be elected to the Board, neither the Company nor the Board shall be under any obligation to appoint any Continuing Stockholder Designee Family Director to the Board in the event of the failure of a Continuing Stockholder Family Designee to be elected to the Board at any annual or special meeting of the stockholders shareholders of the Company at which such Continuing Stockholder Designees Family Designee stood for election but was nevertheless not elected. So long as no Continuing Stockholder Rights Family Designation Right Termination Event has occurred, the Board shall will not seek remove the removal of any Continuing Stockholder Family Director without the prior written consent of the Continuing StockholderFamily Representative, unless such Continuing Stockholder the Family Director is no longer eligible for designation as a member of the Board pursuant to Section 1.3; in which case the Board shall appoint as a replacement Continuing Stockholder Director a new Continuing Stockholder Designee designated by the Continuing Stockholder.
(d) The Company will at all times provide each Continuing Stockholder Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board (in either case, if any).
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Samples: Shareholders' Agreement (Schawk Inc), Shareholders' Agreement (Matthews International Corp)
Continuing Composition of the Board of Directors. (a) Following the Closing, subject to the other provisions of this Section 1.2 and Section 1.3, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its commercially reasonable best efforts (which shall, subject to Applicable Law, include the inclusion, inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting, meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors, including the Continuing Principal Stockholder DesigneesDesignee(s)) to cause the stockholders of the Company to elect to the Board a slate of directors which includes, prior to a Continuing Principal Stockholder Rights Termination Event, the Continuing Principal Stockholder DesigneesDesignee(s).
(b) Upon reasonable prior written notice by the Company, the Continuing Principal Stockholder shall notify the Company of the identity of the proposed Continuing Principal Stockholder Designees Designee(s) in writing, by the time such information is reasonably requested by the Board or the Corporate Governance Committee for inclusion in a proxy statement for a meeting of stockholders of the Company (which time shall be concurrent with the request for such information from and otherwise consistent with the request for such information from the other nominees), together with all information about the proposed Continuing Principal Stockholder Designees Designee(s) as shall be reasonably requested by the Board or the Corporate Governance Committee and of the type of information requested by the Board or the Corporate Governance Committee of any other person nominated for election to the Board (including, at a minimum, any information regarding the proposed Continuing Principal Stockholder Designees Designee(s) to the extent required by applicable securities laws or for any other person nominated for election to the Board).
(c) Subject to Section 1.2(b) and Section 1.3, so long as no Continuing Principal Stockholder Rights Termination Event has occurredoccurred and except in furtherance of any adjustment in the total number of Principal Stockholder Designee(s) as contemplated in the definition thereof, in the event of the death, disability, removal or resignation of any Continuing Principal Stockholder DirectorDirector(s), the Board will promptly appoint as a replacement Continuing Principal Stockholder DirectorDirector(s), a new Continuing the Principal Stockholder Designee Designee(s) designated by the Continuing Principal Stockholder to fill the resulting vacancy, and such individual(s) shall then be deemed a Continuing Principal Stockholder Director Director(s) for all purposes hereunder; provided, that, for the avoidance of doubt and notwithstanding anything to the contrary contained hereinherein (but subject to, and without limitation of, the immediately following proviso), without limiting the rights of the Continuing Principal Stockholder under this Section 1.2 with respect to subsequent annual or special meetings of the stockholders of the Company at which directors are to be elected to the Board, neither the Company nor the Board shall be under any obligation to appoint any Continuing Principal Stockholder Designee Director(s) to the Board in the event of the failure of a Continuing Principal Stockholder Designee Designee(s) to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Continuing Principal Stockholder Designees Designee(s) stood for election but was nevertheless not elected; provided, that in the event any such Principal Stockholder Designee is not elected to the Board then the Company shall appoint a replacement Principal Stockholder Designee to the Board. So long as no Continuing Principal Stockholder Rights Termination Event has occurredoccurred and except in furtherance of any adjustment in the total number of Principal Stockholder Designee(s) as contemplated in the definition thereof, the Board shall not seek the removal of any Continuing Principal Stockholder Director Director(s) without the prior written consent of the Continuing Principal Stockholder, unless such Continuing Principal Stockholder Director Director(s) is no longer eligible for designation as a member of the Board pursuant to Section 1.3; in which case the Board shall appoint as a replacement Continuing Principal Stockholder Director a new Continuing Director(s) the Principal Stockholder Designee Designee(s) designated by the Continuing Principal Stockholder.
(d) In furtherance of any adjustment in the total number of Principal Stockholder Designee(s) as contemplated in the definition thereof, in the event that the definition of Principal Stockholder Designee(s) provides for the reduction in the number of Principal Stockholder Designee(s), the Principal Stockholder shall cause the applicable number of Principal Stockholder Director(s) to resign as promptly as reasonably practicable following such reduction.
(e) The Company will at all times provide each Continuing Principal Stockholder Director Director(s) (in his or her capacity as a member of the Board) with the same rights to indemnification, including by entering into an indemnification agreement with each Principal Stockholder Director in a form substantially similar to the Company’s form director indemnification agreement, and exculpation that it provides to the other members of the Board (Board. The Company acknowledges and agrees that any such obligations to indemnify or advance expenses to each Principal Stockholder Director and/or any recovery of each Principal Stockholder Director under any directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or any of its Subsidiaries, in either each case, if anyin his or her capacity as such, for the matters covered by such indemnification obligations and/or directors’ and officers’ liability insurance and fiduciary liability insurance, as applicable, shall be the primary source of indemnification, advancement and recovery of such Principal Stockholder Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Principal Stockholder Director or recovery any such Principal Stockholder Director may have under any directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the corresponding Principal Stockholder Investor or any of its respective Investment Funds or Affiliates shall, in each case, be secondary to the Company’s obligation and shall be reduced by any amount that such Principal Stockholder Director may collect as indemnification or advancement from the Company and any amount such Principal Stockholder Director may collect under any directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or any of its Subsidiaries. In the event that the Company fails to indemnify or advance expenses to the Principal Stockholder Director(s) as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Principal Stockholder Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Principal Stockholder Director under this Agreement in respect of such Unpaid Indemnitee Amounts.
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