Investor Designee. Within ten (10) days after requested by the Company, the Investor shall provide the Company with the name, relevant background information and other information relating to the proposed Investor Designee (as defined in the Investor Agreement) as the Company may request.
Investor Designee. (a) For so long as the Investor Owns (i) at least a number of Shares equal to 50% of the Shares acquired by it pursuant to this Agreement, or (ii) in the event the Exchange occurs, at least either (y) 10% of the Common Stock or (z) a number of shares of Common Stock equal to 50% of the Common Stock acquired pursuant to the Exchange (the “Exchange Date Shares”), then, subject to applicable law and the rules and regulations of the SEC and the NASDAQ Stock Market, at the request of the Investor, the Company will nominate and use its reasonable best efforts to cause to be elected and cause to remain as a director on the Board one individual designated by the Investor (the “Investor Designee”). The initial Investor Designee shall be Xxxxxxxx X. Xxxx. For the purposes of this Section 5.3, Xx. Xxxx shall be deemed qualified under the Company’s Policies Regarding Criteria for Nomination to the Board of Directors and Procedures for Nomination of Directors by Stockholders as in effect on the date hereof (the “Nomination Policy”), and to the extent that Xx. Xxxx’x nomination, election and service as director on the Board is in actual or apparent conflict with any of the provisions of the Nomination Policy, such provisions shall be waived by the Company with respect to Xx. Xxxx prior to his appointment to the Board and such waiver shall remain in effect until such time as Xx. Xxxx ceases to be a member of the Board, provided that there has not been a material change to the facts and circumstances pursuant to which such waiver was granted. The qualifications of any subsequent Investor Designee shall be determined based upon the Nomination Policy as in effect on the date hereof. The Company agrees that it will evaluate the qualifications of any potential Investor Designee in good faith based upon such Nomination Policy.
(b) Subject to applicable law and the rules and regulations of the SEC and NASDAQ Stock Market, for so long as at least the Investor Designee continues to serve as a director on the Board, at the request of the Investor, the Company shall cause the Investor Designee to be a member of each principal committee of the Board.
(c) The Company and the Investor hereby declare that it is impossible to measure in money the damages which will accrue to the parties hereto by reason of the failure of any party to perform any of its obligations set forth in this Section 5.3. Therefore, the Investor shall have the right to specific performance of such obligations, and...
Investor Designee. As of the Closing, there is a vacancy on the Board to permit the appointment of the Investor Designee to the Board as of the Closing.
Investor Designee. The Company will take no action that is inconsistent with the objective of having Investor Designee serve on the Board.
Investor Designee. Within ten (10) days after the conversion of the Second Tranche Shares into Class A Common Stock of the Company, the Investor shall provide the Company with the name, relevant background information and other information relating to the proposed Investor Designee, as the Company may request.
Investor Designee. Immediately following the Closing, the Company shall use its best efforts to nominate and cause to be appointed as a Class II director on the Company’s board of directors, one individual designated by GBS Venture Partners Pty (the “Investor Designee”). The initial Investor Designee shall be Dr. Xxxxxx Funder.
Investor Designee. (a) Upon execution of this Agreement and in accordance with the terms of this Section 3, the Investor shall have the right to designate one Person for election to the Board as its nominee in its sole discretion (the “Investor Designee”). Within five (5) Business Days after the date hereof, the Company shall take all commercially reasonable actions to expand the Board in accordance with the Certificate, the Bylaws and the DGCL to create one vacancy on the Board and appoint the Investor Designee to fill such vacancy.
(b) Subject to Section 3.5, following the appointment of the Investor Designee pursuant to Section 3.1(a), for applicable subsequent elections of the members of the Board, the Company shall take all such actions as are commercially reasonable to facilitate the Investor Designee’s re-election to the Board.
(c) The Investor Designee must be eligible under applicable law and regulations of any national securities exchange on which Company securities are traded to serve on the Board; provided, however, that the Investor Designee shall not be required to be “independent” under the listing rules of any applicable national securities exchange, if any, on which Company securities are traded.
Investor Designee. The Company will take no action that is inconsistent with the objective of having the Investor Designee serve on the Board. In addition, the Company will take no action that is inconsistent with the intention or expectation that the Exchange will be governed by Rule 16(b)-3(d) under the Exchange Act; provided, that nothing in this Section 4.6 shall prevent the Board from making a determination that the Investor Designee is an “independent” director under the rules of the Nasdaq Capital Market and corresponding provisions of the federal securities laws.
Investor Designee. Within one (1) Business Day following the Effective Date, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary in accordance with the Company’s Amended and Restated By-Laws (the “Bylaws”) and the Delaware General Corporation Law (the “DGCL”) to increase the size of the Board by one (1) and appoint Xxxx X. Xxxx (the “Investor Designee”) to the Board to fill the vacancy created by such increase in the Board. The Investor Designee will have an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”).
Investor Designee. The Investor Designee (as defined in the Investor Agreement) shall have been elected or appointed to the Board.
