Election and Qualification. Each Member shall vote all Voting Shares over which such Member has voting control, whether now owned or acquired hereafter and shall take all other necessary or desirable actions within his, her or its control and the LLC shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and Member meetings), so as to cause:
(a) The authorized number of Managers on the Board to be established at nine (9).
(b) The following individuals to be elected to the Board at each meeting to elect, and pursuant to each consent executed for the purpose of electing, the members of the Board:
(i) two (2) individuals designated by the holders of a majority of the then outstanding Series A Preferred Shares (the “Series A Managers”) (A) one of whom shall be designated by Canaan IX L.P. (“Canaan”) and who initially shall be Dr. Xxx Xxxxxxx (the “Canaan Manager”) and (B) one of whom shall be designated by 5AM Ventures III, L.P. (“5AM”) and who initially shall be Xx. Xxxx Parmar (the “5AM Manager”);
(ii) two (2) individuals designated by the holders of a majority of the then outstanding Series B Preferred Shares (the “Series B Managers”) (A) one of whom shall be designated by RA Capital Healthcare Fund, L.P. (“RA Capital”) and who initially shall be Xxxxxx Xxxxx (the “RA Capital Manager”) and (B) one of whom shall be designated by OrbiMed Private Investments VI, LP (“OrbiMed”) and who initially shall be Xxxxxxx Xxxxxxx (the “OrbiMed Manager”);
(iii) one (1) individual designated by the holders of a majority of the then outstanding Series C Preferred Shares (the “Series C Manager” and, together with the Series A Managers and the Series B Managers, the “Preferred Managers”), who shall be designated by Nextech V Oncology S.C.S., SICAV-SIF (“Nextech”) and who initially shall be Xxxxx Xxxxx;
(iv) one (1) individual designated by the holders of at least a majority of the then outstanding Common Shares, voting as a separate class, and who initially shall be Xxxxxxxx Xxxxxxxxxx (the “Common Manager”);
(v) the person then serving as the permanent Chief Executive Officer of the LLC, and who initially shall be Xx. Xxxx Xxxxxxx (the “CEO Manager”), provided that if for any reason the CEO Manager shall cease to serve as the Chief Executive Officer of the LLC, each of the Members shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the LLC from the Board if such person has not resigned as a membe...
Election and Qualification. The Board of Managers shall choose the Chief Executive Officer, the President, the Chief Financial Officer, the Secretary and such other officers as the Board of Managers shall determine and such officers shall continue to hold their offices until their death, resignation or removal.
Election and Qualification. The Managers, at each annual meeting, shall choose the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and the Secretary. The Managers may, from time to time, choose such other officers as they may deem necessary or appropriate.
Election and Qualification. The officers of the Corporation shall be elected by the Board of Directors and, if specifically determined by the Board of Directors, may consist of a Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers and agents as the Board of Directors may deem advisable. None of the officers of the Corporation need be directors.
Election and Qualification. The Board of Directors, at its first meeting held immediately after each annual meeting of stockholders, will choose a President and a Secretary. The Board of Directors also may elect a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer and such other officers, including assistant officers and agents as may be deemed necessary, who will hold their offices for such terms and exercise such powers and perform such duties as are determined from time to time by the Board of Directors.
Election and Qualification. The FIELD(Control)s, at each annual meeting, may choose a President or Chief Executive Officer, one or more Vice Presidents, a Secretary or Chief Operational Officer, and a Treasurer or Chief Financial Officer, none of whom need be a IF(“FIELD(Control) “=”Manager”)Manager or ENDIF Member. The FIELD(Control)s may elect one or more Assistant Secretaries and Assistant Treasurers.
Election and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these By-laws, the number of Directors which shall constitute the whole board shall be determined by vote of the Board of Directors or by the stockholders at the annual meeting. Directors need not be stockholders.
Election and Qualification. The total number of directors constituting the entire Board of Directors shall be fixed in the manner provided in the Articles of Incorporation. Directors need not be stockholders.
Election and Qualification. The Members shall from time to time fix the number of Directors and elect the number of Directors so fixed, which number shall at all times be a minimum of three (3), or any greater odd number. The Members shall fill any vacancy created by the removal, death or resignation of a Director. Directors may, but are not required to, be Members, and shall hold office at the discretion of the Members.
Election and Qualification. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect the officers of the corporation.
