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. 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. 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. (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.
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.
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. (a) At any time following the first date on which (i) Investor, together with its Affiliates, as applicable, has, collectively, exercised the Warrant for 50% or more of the maximum number of Warrant Shares issuable pursuant to the Warrant and (ii) in the event that the first date on which the condition in the foregoing clause (i) is satisfied is after the Lock-Up Termination Date, Investor, together with its Affiliates, beneficially owns in the aggregate at least 4% of the Total Voting Power, and at all times thereafter until the occurrence of the Fall- Away Event (as defined below), at any election of directors of the Company, Investor shall be entitled to designate one person for nomination for election to the Board, and the Board or any committee of the Board, as applicable, shall nominate for election such designee, with the identity of such designee subject to approval of the Company (not to be unreasonably withheld), but only if the election of such person to the Board would be necessary so that there be one person on the Board designated by Investor, and subject, in all cases, to the eligibility of such person as a director of the Company under applicable law (including any eligibility and independence requirements under the Exchange Act, or applicable stock exchange rules and federal securities laws and regulations) and generally applicable Company policies concerning director qualifications. Each such person whom Investor shall designate pursuant to this Section 4.01(a) and who is thereafter elected to the Board to serve as a Director shall be referred to herein as an “Investor Designee.” For the avoidance of doubt, Investor’s right to designate an Investor Designee is not subject to the condition in the foregoing clause (ii) if the condition in clause (i) is satisfied prior to the Lock-Up Termination Date.
Investor Designee. (a) Subject to Nasdaq Listing Rule 5640 (the “Voting Rights Rule”), for so long as Investor holds a number of shares of Common Stock representing at least 75% of the shares of Common Stock purchased under the Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), Investor shall be entitled to designate for recommendation by the Governance and Nominating Committee of the Board pursuant to Section 2.1(c) and, upon such recommendation, nomination by the Board, one (1) director from time to time as set forth below (any individual designated by Investor, the “Investor Designee”). Notwithstanding the foregoing, in accordance with the Voting Rights Rule, Investor shall not be entitled to designate any Investor Designee pursuant to this Section 2.1(a) if, at any time, Investor owns a number of shares of Common Stock representing less than 5% of the shares of Common Stock outstanding. Each Investor Designee must be reasonably acceptable to the Governance and Nominating Committee of the Board and the Board. Investor may not assign the rights set forth in this Section 2.1(a) without the prior written consent of the Company. In the event that Nasdaq informs the Company that it is not in compliance with the Voting Rights Rule as a result of Investor’s rights under this Section 2.1(a), Investor shall cooperate with the Company to promptly remedy such non-compliance, including relinquishing its right to an Investor Designee hereunder.
Investor Designee. Following the sale of the Securities hereunder, if the Investor owns (within the meaning of Rule 13d-3 under the Exchange Act and giving effect to the conversion and exchange of all outstanding convertible and exchangeable preferred stock, including all accrued and unpaid dividends (whether or not declared) thereon, into Common Stock at the then applicable exchange rate (whether or not then exchangeable)) at least 10% of the shares of Common Stock (the “Retained Shares”), subject to applicable law and the rules and regulations of the SEC and the NASDAQ Stock Market (including those relating to director independence), 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 until the 2014 annual meeting of stockholders one individual designated by the Investor (the “Investor Designee”). In addition, the Company will nominate, and solicit for the election of in the same manner as the other individuals up for election, the Investor Designee (subject to such Investor Designee continuing to meet the Nomination Policy (as defined below)) for election by the stockholders at the 2014 annual meeting of the stockholders of the Company; provided, that, the Investor owns the Retained Shares at such time. After the 2014 annual meeting of stockholders, the Company shall have no obligations with respect to the nomination or election of the Investor Designee. The qualifications of each Investor Designee shall be evaluated, based upon 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 (collectively, the “Nomination Policy”). The Board of Directors of the Company shall complete its evaluation of each Investor Designee within a reasonable timeframe of such Investor Designee being submitted by the Investor to the Board of Directors of the Company, but in any event within a period of three weeks from the date the qualifications are presented to the Board of Directors of the Company (assuming the Investor Designee‘s availability and cooperation during such three week period). The Company agrees that it will evaluate the qualifications of any potential Investor Designee in good faith based upon such Nomination Policy. Upon approval, the Investor Designee will be appointed to the Board of Directors immediately and will receive notice of, and the right to...
