Common use of Director Nominations Clause in Contracts

Director Nominations. (a) Effective upon the filing with the Secretary of State of the Charter Amendments, Messrs. Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx (or such other persons as determined in accordance with Section 3.3(c)) (collectively, the “Xxxxxxxxx Directors”) shall be appointed to Classes I, II and III of the Board, respectively. (b) Prior to the Nomination Expiration Date, upon each subsequent election of the class of directors to which each of the Xxxxxxxxx Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the Xxxxxxxxx Directors, subject to each Xxxxxxxxx Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to the Nomination Expiration Date, in the event that any of the Xxxxxxxxx Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary to nominate for election as a director of the Company any descendant of Xxxxxxx Xxxxxxxxx (including a person legally adopted before the age of five) who is suitable to serve as a director of the Company pursuant to applicable Nasdaq requirements and other applicable law and designated by the remaining Xxxxxxxxx Directors who then are competent; provided, however, that if the Company’s Board reasonably objects to such designee another descendant reasonably acceptable to the Board may be so designated by the remaining qualified Xxxxxxxxx Directors. For the avoidance of doubt, the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any Xxxxxxxxx Director or any director nominated pursuant to this subsection (c) or any of the Company’s obligations under this Section 3.3. (d) Prior to the Nomination Expiration Date, the Company shall schedule and hold its annual shareholders meeting with respect to the election of directors in accordance with its past practices and shall not delay its annual shareholder meetings in a manner which deprives the Xxxxxxxxx Family Parties of the benefits of this Section 3.3. Nothing herein shall prevent the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 shall, without any further action of any Party, automatically terminate and be of no further force and effect immediately upon (i) the occurrence of an Abandonment or (ii) failure of the stockholders of the Company to approve the Charter Amendments at the Special Meeting.

Director Nominations. (a) Effective upon Until the earlier of (i) the filing by the Company of its annual report on Form 10-K for the fiscal year ending on or about June 30, 2015 with the Secretary U.S. Securities Exchange Commission or (ii) September 30, 2015 (the “Expiration Date”), at each of State meeting of shareholders of the Charter Amendments, Messrs. Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx (or such other persons as determined in accordance with Section 3.3(c)) (collectivelyCompany at which members of the Board are to be elected, the “Xxxxxxxxx Directors”) shall be appointed to Classes I, II Board or the Nominating and III Corporate Governance Committee of the Board, respectively. (b) Prior to the Nomination Expiration Dateas applicable, upon each subsequent election of the class of directors to which each of the Xxxxxxxxx Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the Xxxxxxxxx Directors, subject to each Xxxxxxxxx Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to the Nomination Expiration Date, in the event that any of the Xxxxxxxxx Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary to nominate for election as a director of to the Company any descendant of Xxxxxxx Xxxxxxxxx Board up to two (including a person legally adopted before 2) persons (the age of five“Director Nominees”) who is suitable to serve as a director of the Company pursuant to applicable Nasdaq requirements and other applicable law and are designated by the remaining Xxxxxxxxx Directors Shareholder for election to the Board and who then are competentreasonably acceptable to the then-current members of the Board (it being agreed that Xxxxxx Xxxxxxxx and Xxxx Xxxx shall be deemed acceptable); provided, however, that if the Shareholder shall provide the Company the names of such Director Nominees and any other information with respect to such Director Nominees reasonably requested by the Company no later than the date (the “Nomination Deadline”) set forth in the Company’s Board reasonably objects then most recently filed proxy statement for its annual meeting of shareholders before which shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be submitted in order to be considered for inclusion in the Company’s proxy materials for the applicable shareholder meeting; provided, further, that if persons previously appointed or designated by the Shareholder are serving as directors of the Company, such designee individuals shall automatically be Director Nominees unless the Shareholder elects to designate another descendant person to be a Director Nominee. The Company agrees to provide the Shareholder with written notice specifying the Nomination Deadline at least thirty (30) days prior to each applicable Nomination Deadline. If a person designated by the Shareholder is not reasonably acceptable to the Board may be so designated by the remaining qualified Xxxxxxxxx Directors. For the avoidance of doubtBoard, the Company may at any time or Shareholder shall have thirty (30) days from time to time increase or decrease the size of written notice from the Board and/or change specifying the reasons a designee is not acceptable to refute such reasons or to designate another person to serve as a Director Nominee. (b) Until the Expiration Date, neither the Shareholder nor any of its composition, provided that such increase or decrease may not affect Affiliates (as defined in Rule 12b-2 under the tenure of Exchange Act) shall nominate any Xxxxxxxxx person for election to the Board other than the Director or any director nominated Nominees pursuant to Section 3(a) of this subsection Agreement. (c) In the event an Appointed Director or any of the Company’s obligations under this Section 3.3. (d) Prior a Director Nominee who has been elected or appointed to the Nomination Expiration DateBoard, resigns, dies, is removed from or is otherwise unable to serve on the Board, the Company shall schedule and hold its annual shareholders meeting with respect cause the Board to promptly appoint a person designated by the Shareholder, who is reasonably acceptable to the election of directors in accordance with its past practices and shall not delay its annual shareholder meetings in a manner which deprives the Xxxxxxxxx Family Parties then-current members of the benefits of this Section 3.3. Nothing herein shall prevent Board, to fill the Company from changing its fiscal year end if deemed advisable by vacancy on the Company’s Board. (e) It is understood and agreed that this Section 3.3 shall, without any further action of any Party, automatically terminate and be of no further force and effect immediately upon (i) Board to hold office until the occurrence of an Abandonment or (ii) failure next annual meeting of the stockholders of the Company to approve the Charter Amendments at the Special Meetingshareholders and until a successor has been elected and qualified, or until their earlier death, resignation or removal.

Director Nominations. (ai) Effective upon The Company agrees that the filing with the Secretary of State Board and all applicable committees of the Charter Amendments, Messrs. Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx (or such other persons as determined in accordance with Section 3.3(c)) (collectively, the “Xxxxxxxxx Directors”) shall be appointed to Classes I, II and III of the Board, respectively. (b) Prior to the Nomination Expiration Date, upon each subsequent election of the class of directors to which each of the Xxxxxxxxx Directors is appointed pursuant to Section 3.3(a), the Company Board shall take all necessary actions to (A) provided that Dx. Xxxxxxxx votes in favor of such action reasonably necessary for at the Board meeting, appoint Mx. Xxxxxxx Xxxxx, effective within two (2) business days after the execution of this Agreement, to the Board (B) provided Mx. Xxxxx is able and willing to serve on the Board and conditioned upon Mx. Xxxxx delivering to the Company a fully executed consent from Mx. Xxxxx setting forth his consent to serve as a director nominee and director and to be named in the Company’s proxy statement and proxy card, nominate and recommend Mx. Xxxxx for election to the Board at the (x) 2021 Annual Meeting as a director of the Company each for a term expiring at the Company’s 2022 annual meeting of stockholders (the Xxxxxxxxx Directors“2022 Annual Meeting”) or until his earlier death, subject to each Xxxxxxxxx Director satisfying resignation, disqualification or removal and continuing to satisfy applicable Nasdaq requirements and other applicable law. (cy) Prior to the Nomination Expiration Date, in the event that any of the Xxxxxxxxx Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary to nominate for election 2022 Annual Meeting as a director of the Company for a term expiring at the Company’s 2023 annual meeting of stockholders or until his earlier death, resignation, disqualification or removal and (C) recommend, support and solicit proxies for the Company’s slate of directors, as agreed upon by the Board, for the 2021 Annual Meeting (the “2021 Director Slate”) and the 2022 Annual Meeting. Healios acknowledges that, prior to his appointment to the Board, Mx. Xxxxx is required to submit to the Company a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members. (ii) In addition to Section 1(a)(i), the Company and Healios agree to comply with the terms of the Investor Rights Agreement, with respect to the Board’s nomination and support for the election of a Healios appointee (the “Healios Appointee”) to the Board. As of the date hereof, the Healios Appointee for the 2021 Annual Meeting is Dx. Xxxxxxxx. (iii) During the Standstill Period (as defined below), if Dx. Xxxxxxxx (or any descendant of Xxxxxxx Xxxxxxxxx Healios Replacement Director (including a person legally adopted before the age of fiveas hereinafter defined), if applicable) who is suitable unable or unwilling to serve as a director for any reason prior to his or her election or appointment to the Board, as the case may be, or at any time during the Standstill Period thereafter, if Dx. Xxxxxxxx (or any Healios Replacement Director, if applicable) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director and, subject in every case to Healios satisfying the beneficial ownership threshold set forth in Section 8.4 of the Company pursuant Investor Rights Agreement and the Collaboration Agreement remaining in effect, Healios shall have the ability to applicable Nasdaq requirements recommend a person to be a Healios Replacement Director in accordance with this Section 1(a)(iii) (any such replacement nominee shall be referred to as a “Healios Replacement Director” and other applicable law and designated by upon becoming a Healios Replacement Director, such person shall be deemed the remaining Xxxxxxxxx Directors who then are competent; provided, however, that if the Company’s Board reasonably objects to such designee another descendant reasonably Healios Appointee for purposes of this Agreement). Any Healios Replacement Director must (A) be acceptable to the Board may (such acceptance not to be so designated by unreasonably withheld or denied), (B) have the remaining qualified Xxxxxxxxx Directorsrelevant financial and business experience to be a director of the Company, and (C) meet the parameters specified pursuant to Section 8.3 of the Investor Rights Agreement. For Any Healios Replacement Director shall also promptly (but in any event prior to being appointed to the avoidance of doubt, Board in accordance with this Agreement) submit to the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any Xxxxxxxxx Director or any director nominated pursuant to this subsection (c) or any a fully completed copy of the Company’s obligations under standard director & officer questionnaire and other reasonable and customary director onboarding documentation (including, if requested, an authorization form to conduct a background check, a representation agreement, consent to serve as a director nominee and director and to be named in the Company’s proxy statement and proxy card, and certain other agreements) required by the Company in connection with the appointment or election of new Board members. The Nominations and Corporate Governance Committee of the Board (the “Governance Committee”) shall make its determination and recommendation regarding whether such Healios Replacement Director nominee meets the foregoing criteria in accordance with the terms of Section 8.3 of the Investor Rights Agreement. Any Healios Replacement Director designated pursuant to this Section 3.31(a)(iii) replacing the Healios Appointee prior to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting or the 2022 Annual Meeting, as applicable, shall, if reasonably practicable, stand for election at the 2021 Annual Meeting or the 2022 Annual Meeting, as applicable, together with the other director nominees. Following the appointment of any Healios Replacement Director to replace the Healios Appointee in accordance with this Section 1(a)(iii), all references to the Healios Appointee herein shall be deemed to include any Healios Replacement Director (it being understood that this sentence shall apply whether or not references to the Healios Appointee expressly state that they include any Healios Replacement Director). Any Healios Replacement Director shall immediately resign from the Board upon Healios failing to satisfy the beneficial ownership threshold set forth in Section 8.4 of the Investor Rights Agreement or the Collaboration Agreement ceasing to be in effect. (div) Prior The Company and Healios agree that, during the Standstill Period, in the event of a vacancy in the Board, a new independent director will be recommended to the Nomination Expiration DateBoard by the Governance Committee, and the Company shall schedule and hold its annual shareholders meeting Governance Committee agrees to consider any recommendations made by Healios with respect to filling such vacancy. (v) Upon the election appointment of directors a new Chief Executive Officer (other than an interim Chief Executive Officer) (the “New CEO”) in accordance with its past practices and Section 1(b)(ii) of this Agreement, the Board shall not delay its annual shareholder meetings in take all necessary actions to appoint such person as a manner which deprives the Xxxxxxxxx Family Parties director of the benefits Company. If the New CEO is appointed prior to the mailing of this Section 3.3. Nothing herein shall prevent the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 definitive proxy statement for the 2021 Annual Meeting, such person shall, without any further action of any Partyif reasonably practicable, automatically terminate and be of no further force and effect immediately upon (i) stand for election at the occurrence of an Abandonment or (ii) failure 2021 Annual Meeting together with the other members of the stockholders of the Company to approve the Charter Amendments at the Special Meeting2021 Director Slate.

Director Nominations. (a) Effective upon the filing with the Secretary of State of the Charter Amendments, Messrs. Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx (or such other persons as determined in accordance with Section 3.3(c)) (collectively, the “Xxxxxxxxx Directors”) shall be appointed to Classes I, II and III of the Board, respectively. (b) Prior to the Nomination Expiration Date, upon each subsequent election of the class of directors to which each of the Xxxxxxxxx Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the Xxxxxxxxx Directors, subject to each Xxxxxxxxx Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to the Nomination Expiration Date, in the event that any of the Xxxxxxxxx Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary to nominate for election as a director of the Company any descendant of Xxxxxxx Xxxxxxxxx (including a person legally adopted before the age of five) who is suitable to serve as a director of the Company pursuant to applicable Nasdaq requirements and other applicable law and designated by the remaining Xxxxxxxxx Directors who then are competent; provided, however, that if the Company’s Board reasonably objects to such designee another descendant reasonably acceptable to the Board may be so designated by the remaining qualified Xxxxxxxxx Directors. For the avoidance of doubt, the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any Xxxxxxxxx Director or any director nominated pursuant to this subsection (c) or any of the Company’s obligations under this Section 3.3. (d) Prior to the Nomination Expiration Date, the Company shall schedule and hold its annual shareholders meeting with respect to the election of directors in accordance with its past practices and shall not delay its annual shareholder meetings in a manner which deprives the Xxxxxxxxx Family Parties Group of the benefits of this Section 3.3. Nothing herein shall prevent the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 shall, without any further action of any Partyparty, automatically terminate and be of no further force and effect immediately upon (i) the occurrence of an Abandonment or (ii) failure of the stockholders of the Company to approve the Charter Amendments at the Special MeetingAbandonment.

Director Nominations. (ai) Effective upon The Company agrees that the filing with the Secretary of State Board and all applicable committees of the Charter Amendments, Messrs. Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx (or such other persons as determined in accordance with Section 3.3(c)) (collectively, the “Xxxxxxxxx Directors”) shall be appointed to Classes I, II and III of the Board, respectively. (b) Prior to the Nomination Expiration Date, upon each subsequent election of the class of directors to which each of the Xxxxxxxxx Directors is appointed pursuant to Section 3.3(a), the Company Board shall take all necessary actions to (A) provided that Xx. Xxxxxxxx votes in favor of such action reasonably necessary for at the Board meeting, appoint Xx. Xxxxxxx Xxxxx, effective within two (2) business days after the execution of this Agreement, to the Board (B) provided Xx. Xxxxx is able and willing to serve on the Board and conditioned upon Xx. Xxxxx delivering to the Company a fully executed consent from Xx. Xxxxx setting forth his consent to serve as a director nominee and director and to be named in the Company’s proxy statement and proxy card, nominate and recommend Xx. Xxxxx for election to the Board at the (x) 2021 Annual Meeting as a director of the Company each for a term expiring at the Company’s 2022 annual meeting of stockholders (the Xxxxxxxxx Directors“2022 Annual Meeting”) or until his earlier death, subject to each Xxxxxxxxx Director satisfying resignation, disqualification or removal and continuing to satisfy applicable Nasdaq requirements and other applicable law. (cy) Prior to the Nomination Expiration Date, in the event that any of the Xxxxxxxxx Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary to nominate for election 2022 Annual Meeting as a director of the Company for a term expiring at the Company’s 2023 annual meeting of stockholders or until his earlier death, resignation, disqualification or removal and (C) recommend, support and solicit proxies for the Company’s slate of directors, as agreed upon by the Board, for the 2021 Annual Meeting (the “2021 Director Slate”) and the 2022 Annual Meeting. Healios acknowledges that, prior to his appointment to the Board, Xx. Xxxxx is required to submit to the Company a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members. (ii) In addition to Section 1(a)(i), the Company and Healios agree to comply with the terms of the Investor Rights Agreement, with respect to the Board’s nomination and support for the election of a Healios appointee (the “Healios Appointee”) to the Board. As of the date hereof, the Healios Appointee for the 2021 Annual Meeting is Xx. Xxxxxxxx. (iii) During the Standstill Period (as defined below), if Xx. Xxxxxxxx (or any descendant of Xxxxxxx Xxxxxxxxx Healios Replacement Director (including a person legally adopted before the age of fiveas hereinafter defined), if applicable) who is suitable unable or unwilling to serve as a director for any reason prior to his or her election or appointment to the Board, as the case may be, or at any time during the Standstill Period thereafter, if Xx. Xxxxxxxx (or any Healios Replacement Director, if applicable) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director and, subject in every case to Healios satisfying the beneficial ownership threshold set forth in Section 8.4 of the Company pursuant Investor Rights Agreement and the Collaboration Agreement remaining in effect, Healios shall have the ability to applicable Nasdaq requirements recommend a person to be a Healios Replacement Director in accordance with this Section 1(a)(iii) (any such replacement nominee shall be referred to as a “Healios Replacement Director” and other applicable law and designated by upon becoming a Healios Replacement Director, such person shall be deemed the remaining Xxxxxxxxx Directors who then are competent; provided, however, that if the Company’s Board reasonably objects to such designee another descendant reasonably Healios Appointee for purposes of this Agreement). Any Healios Replacement Director must (A) be acceptable to the Board may (such acceptance not to be so designated by unreasonably withheld or denied), (B) have the remaining qualified Xxxxxxxxx Directorsrelevant financial and business experience to be a director of the Company, and (C) meet the parameters specified pursuant to Section 8.3 of the Investor Rights Agreement. For Any Healios Replacement Director shall also promptly (but in any event prior to being appointed to the avoidance of doubt, Board in accordance with this Agreement) submit to the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any Xxxxxxxxx Director or any director nominated pursuant to this subsection (c) or any a fully completed copy of the Company’s obligations under standard director & officer questionnaire and other reasonable and customary director onboarding documentation (including, if requested, an authorization form to conduct a background check, a representation agreement, consent to serve as a director nominee and director and to be named in the Company’s proxy statement and proxy card, and certain other agreements) required by the Company in connection with the appointment or election of new Board members. The Nominations and Corporate Governance Committee of the Board (the “Governance Committee”) shall make its determination and recommendation regarding whether such Healios Replacement Director nominee meets the foregoing criteria in accordance with the terms of Section 8.3 of the Investor Rights Agreement. Any Healios Replacement Director designated pursuant to this Section 3.31(a)(iii) replacing the Healios Appointee prior to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting or the 2022 Annual Meeting, as applicable, shall, if reasonably practicable, stand for election at the 2021 Annual Meeting or the 2022 Annual Meeting, as applicable, together with the other director nominees. Following the appointment of any Healios Replacement Director to replace the Healios Appointee in accordance with this Section 1(a)(iii), all references to the Healios Appointee herein shall be deemed to include any Healios Replacement Director (it being understood that this sentence shall apply whether or not references to the Healios Appointee expressly state that they include any Healios Replacement Director). Any Healios Replacement Director shall immediately resign from the Board upon Healios failing to satisfy the beneficial ownership threshold set forth in Section 8.4 of the Investor Rights Agreement or the Collaboration Agreement ceasing to be in effect. (div) Prior The Company and Healios agree that, during the Standstill Period, in the event of a vacancy in the Board, a new independent director will be recommended to the Nomination Expiration DateBoard by the Governance Committee, and the Company shall schedule and hold its annual shareholders meeting Governance Committee agrees to consider any recommendations made by Healios with respect to filling such vacancy. (v) Upon the election appointment of directors a new Chief Executive Officer (other than an interim Chief Executive Officer) (the “New CEO”) in accordance with its past practices and Section 1(b)(ii) of this Agreement, the Board shall not delay its annual shareholder meetings in take all necessary actions to appoint such person as a manner which deprives the Xxxxxxxxx Family Parties director of the benefits Company. If the New CEO is appointed prior to the mailing of this Section 3.3. Nothing herein shall prevent the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 definitive proxy statement for the 2021 Annual Meeting, such person shall, without any further action of any Partyif reasonably practicable, automatically terminate and be of no further force and effect immediately upon (i) stand for election at the occurrence of an Abandonment or (ii) failure 2021 Annual Meeting together with the other members of the stockholders of the Company to approve the Charter Amendments at the Special Meeting2021 Director Slate.