Designated Director Sample Clauses

Designated Director. (a) During the period beginning on the Closing Date and ending on the earlier of (i) the date as of which the Investor holds less than ten percent (10%) of the then outstanding share capital of the Company as a result of the Investor’s sale of Shares or the Investor’s failure to participate in future offerings or sales of New Securities in which Investor is given the opportunity to participate pursuant to Section 5.16(a) and (ii) the third (3rd) anniversary of the date of the expiration or termination of the Collaboration Agreement (the “Board Term”), the Investor may, upon written notice to the Company, direct the Company to cause one individual selected by the Investor who is an independent director under applicable Laws (including the listing standards of any stock exchange on which the Company’s securities are then traded) reasonably satisfactory to the Company and who satisfies the Company’s then-published director qualification criteria (the “Designated Director”) to be appointed as a member of the Company’s board of directors within ten (10) days after the Company’s receipt of such written notice and to thereafter be nominated for re-election by the shareholders of the Company; provided that the initial Designated Director shall be appointed as of the Closing Date; provided further, that, with respect to the initial Designated Director and any new Designated Director, if the Company rejects [***] individuals pursuant to this Section 5.12, the Investor shall thereafter nominate, and the Company shall appoint, an individual who is not a full-time employee of the Investor or any of its Affiliates, who is an independent director under applicable Laws (including the listing standards of any stock exchange on which the Company’s securities are then traded) and who satisfies the Company’s then-published director qualification criteria. The Designated Director shall be required to complete and sign the Company’s standard form of director & officer questionnaire prior to appointment and at each time it is requested of the Company’s other directors, and personally enter into a non-disclosure agreement with the Company and shall be bound by the Company’s code of conduct and xxxxxxx xxxxxxx policy. In connection with each subsequent meeting of the shareholders of the Company at which the Designated Director’s term of service as a director is expiring, the Company shall cause the Designated Director to be nominated for re-election at such meeting and included wi...

Designated Director. 5.2(b) Exercise Notice..............................................................3.2

Designated Director. 4.1 Upon receipt of notice from Purchaser following the earliest of (i) ninety (90) days after the consummation of the First Closing (as defined therein) contemplated by the Common Stock Purchase Agreement; (ii) the date of termination of the EPC agreements in respect of Phase I with Bechtel Energy Inc. (if in the case of this clause (i) and (ii) only if an FID Event (as defined in the Common Stock Purchase Agreement) has not occurred); or (iii) the consummation of the Second Closing (as defined therein) contemplated by the Common Stock Purchase Agreement, if the Purchaser does not have a Designated Director at such time, the Board shall increase the number of natural persons that constitute the whole Board by one (1) person and fill such vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser (the “Designated Director”). Notwithstanding the foregoing, the Company shall have no obligation to appoint the Designated Director in the event NASDAQ objects to the appointment of the Designated Director with respect to clauses (i) and (ii) above. In the event NASDAQ objects to the appointment of the Designated Director with respect to clauses (i) and (ii) above, Purchaser shall be entitled to designate an individual to attend meetings of the Board as an observer until such time that a Designated Director may be appointed in accordance with the terms of this Agreement and NASDAQ requirements. In addition, following the occurrence of a Termination Event at such time as the Purchaser has a right to designate a Designated Director, Purchaser shall be entitled to designate an individual to attend meetings of the Board as an observer. Any such observer may attend Board meetings and receive all information distributed or circulated to the Board but will not have the right to vote at any meeting of the Board, and the presence of such observer shall not count towards forming a quorum at any meeting of the Board. The Purchaser’s right to designate an observer set forth in this Section 4.1 shall survive for so for so long as the Purchaser and its Affiliates continue to beneficially own at least two percent (2%) of the aggregate outstanding Common Stock of the Company. 4.2 The Designated Director shall, in the reasonable judgment of the Nominating and Corporate Governance Committee of the Board, (i) have the requisite skill and experience to serve as a director of a publicly traded company, (ii) not be prohibited or d...

Designated Director. Following the Closing, until the later of (a) December 31, 2022, and (b) the time at which the Ownership Percentage is less than ten percent (10%), the Member shall be entitled to nominate one director to the Board of Directors of Holdco (the “Designated Director”), which Designated Director shall be Xxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxxxxx or any other person mutually agreed by Holdco and the Member. In accordance with the provisions of this Section 6.10, at each meeting of Holdco’s stockholders at which the election of directors is to be considered, Holdco shall nominate the Designated Director designated by the Member for election to the Board of Directors of Holdco by the holders of Holdco voting stock and solicit proxies from Holdco’s stockholders in favor of the election of such Designated Director. Holdco shall use its reasonable best efforts to cause such Designated Director to be elected to the Board of Directors of Holdco (including voting all unrestricted proxies in favor of the election of such Designated Director and including recommending approval of such Designated Director’s election to the Board of Directors of Holdco) and shall not take any action designed to diminish the prospects of such Designated Director being elected to the Board of Directors of Holdco. Each Designated Director elected pursuant to this Section 6.10 shall continue to hold office until the next annual meeting of the stockholders of Holdco and until his or her successor is elected and qualified in accordance with this Section 6.10 and the Governing Documents of Holdco, unless such Designated Director is earlier removed from office by the Member or at such time as such Designated Director’s death, resignation, retirement or disqualification. Holdco shall use its reasonable best efforts to ensure that any Designated Director is removed only if so directed in writing by the Member, unless otherwise required by this Section 6.10 or applicable Law. In the event of a vacancy on the Board of Directors of Holdco resulting from the death, disqualification, resignation, retirement or termination of the term of office of a Designated Director, Holdco shall use its reasonable best efforts to cause the Board of Directors of Holdco to fill such vacancy or new directorship with a new Designated Director, as provided hereunder, to serve until the next annual meeting of the stockholders of Holdco (and at such meeting, such new Designated Director, or another Designated Director desi...

Designated Director. For so long as the Investor shall hold at least 5% of the shares of the Company's Preferred Stock, (or at least 5% of the Common Stock issuable upon conversion of the Preferred Stock or upon exercise of the Warrant), the Investor shall have the right, but not the obligation, to nominate as a member of the management slate for election to the Company's Board of Directors by the stockholders of the Company one (1) person and for so long as the Investor shall hold at least 10% of the shares of the Company's Preferred Stock (or at least 10% of the Common Stock issued upon conversion thereof or upon exercise of the Warrant), the Investor shall have the right, but not the obligation, to nominate as a member of the management slate for election to the Company's Board of Directors by the stockholders of the Company two (2) persons, and the Company agrees to use its best efforts to ensure that such person or persons are duly elected. Moreover, the Company agrees that one such person shall be elected Co-Chairman of the Board of Directors of the Company.

Designated Director. The Board of Directors of the Company (the “Board”) has duly authorized the increase in the size of the Board and the election of the Designated Director (as defined below) promptly following the Closing as contemplated by Section 3(g) below.

Designated Director. The Stockholders shall not be entitled to designate any Designated Directors for nomination in accordance with this Section 1(a) if at any time the Stockholders beneficially own in the aggregate of less than ten percent (10%) of all issued and outstanding shares of Common Stock.

Designated Director. For so long as the Investors (or their affiliates) hold at least 20% of the shares of Series F Preferred Stock or the shares of Common Stock issued upon conversion of the shares of Series F Preferred Stock, the Company shall cause (i) the nomination of Petex Xxxxx ( xr a nominee of Petex Xxxxx, xxovided such nominee is approved by the Board of Directors) as a member of the Board of Directors of the Company and (ii) the nomination of Petex Xxxxx xx any Audit and/or Compensation Committee of the Board of Directors of the Company. The Company shall pay Petex Xxxxx, xx a director, (i) for all expenses incurred in connection performing his duties as a director and (ii) compensation equal to compensation of any other non-employee director, and the Company shall provide directors and officers liability insurance coverage for Petex Xxxxx, xx a director, and shall otherwise exculpate and indemnify him, to the maximum extent of any non-employee director.

Designated Director. Spherix Incorporated (“Spherix”) shall have the right to appoint one director to the Board of Directors. For so long as Spherix owns at least 10% of the issued and outstanding shares of common stock of the Corporation, Spherix shall have the right to designate one director to the Board of Directors (such person, “Spherix Director”) at each election of the Board of Directors, and the Shareholders covenant and agree that, during such period, they shall vote or cause to be voted their Shares in favor of the director designated by Spherix at each election of the Board of Directors. A Spherix Director may be removed from the Board of Directors at any time, with or without cause, only at the direction of Spherix. If a vacancy is created on the Board of Directors as a result of the death, disability, retirement, resignation or removal of a Spherix Director, Spherix shall have right to designate a director to fill such vacancy.

Designated Director. (a) So long as Special Situations Fund III, L.P., and its affiliates ("SSF") continue to beneficially own at least 5,500,000 shares of Common Stock (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) SSF shall have the right to designate one individual, reasonably acceptable to the Company, as a member of the Company's Board of Directors (such person, subject to replacement by SSF in the event of such individual's death, resignation or removal, the "SSF Designee"), and the Company will use its best efforts to cause the SSF Designee to be elected to the Board of Directors of the Company and agrees that it will recommend that the SSF Designee be elected at each meeting of stockholders in which the Company's stockholders elect directors. (b) Subject to any limitations imposed by applicable law, the SSF Designee shall be entitled to the same notices, voting rights, information and perquisites, including without limitation stock options, indemnification by the Company, reimbursement of expenses and other similar rights in connection with such person's membership on the Board of Directors of the Company, as every other non-executive member of the Board of Directors of the Company. (c) The Company shall use its best efforts to cause the removal forthwith of the SSF Designee when (and only when) such removal is requested for any reason, with or without cause, by SSF.