Investor Director. (a) From and after the Closing until the conversion of the Shares, and thereafter and until the Investors no longer beneficially own (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) at least 12.5% of the total outstanding Common Stock at any time (the “Nomination Right Termination”), at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board of Directors, the Company (subject to applicable law, including any fiduciary duties of the Board of Directors) shall nominate and use its commercially reasonable efforts (which shall include inserting in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board of Directors that stockholders of the Company vote in favor of each Investor Designee (defined below)) to cause the election to the Board of Directors of a slate of directors that includes one (1) individual designated in writing by the Investors for nomination for election or for appointment to the Board of Directors and approved by the Board of Directors or any responsible committee thereof (which approval shall not be unreasonably withheld) (any such individual being an “Investor Designee”); except that if the Investors beneficially own at least 25% of the total outstanding Common Stock and the size of the Board has been increased to nine (9) members, the number of Investor Designees that the Investors shall be entitled to designate shall be two (2). To the extent that the Company’s Board of Directors or any responsible committee thereof views it as necessary or desirable that any second Investor Designee of the Investors be independent under the applicable rules of any exchange on which the Company’s capital stock is listed or for regulatory compliance purposes, the Investors shall comply with the request of the Company to designate a second Investor Designee that would be independent under such rules or regulations or, if such second Investor Designee has already been elected or appointed to the Company’s Board of Directors (an “Investor Director”), shall secure the resignation of such Investor Director and designate an Investor Designee who would be independent under such rules or regulations.
(b) The Investors shall notify the Company of the identity of any proposed Investor Designee, in writing, at or before the time such information is reasonably requested by the Board of Directors or any...
Investor Director. For so long as the Investor holds in excess of 10,000 Preferred Shares or 25 million shares of Common Stock (including Conversion Shares) (the “Requisite Shares”), the Investor shall be entitled to nominate one (1) director to the Board. For so long as the Investor holds the Requisite Shares and following the time at which the Series C-2 Convertible Preferred Stock shall have become convertible in full, the Investor shall be entitled to nominate a total of two (2) directors to the Board. For so long as the Investor holds the Requisite Shares and following the time at which the Series C-3 Convertible Preferred Stock shall have become convertible in full, the Investor shall be entitled to nominate a total of three (3) directors to the Board (each such director, an “Investor Director”). Notwithstanding the foregoing, in no event shall the Investor be entitled to nominate a number of directors to the Board that would represent a percentage of the Board greater than the percentage determined by dividing the number of Common Stock Equivalents held by the Investor by the sum of (i) the total shares of the Company’s Common Stock outstanding and (ii) the number of shares of Common Stock into which the Preferred Stock held by the Investor is convertible. In accordance with the provisions of this Section, at each meeting of the Company’s shareholders at which the election of directors is to be considered, the Company shall nominate the Investor Directors designated by the Investor for election to the Board by the shareholders and solicit proxies from the Company’s shareholders in favor of the election of the Investor Directors. The Company shall use reasonable best efforts to cause each Investor Director to be elected to the Board (including voting all unrestricted proxies in favor of the election of such the Investor Director and including recommending approval of such Investor Director’s appointment to the Board). Each Investor Director appointed pursuant to this Section shall continue to hold office until the next annual meeting of the shareholders of the Company and until his or her successor is elected and qualified in accordance with this Section and the Bylaws, unless such Investor Director is earlier removed from office or at such time as such Investor Director’s death, resignation, retirement or disqualification. The Company shall use reasonable best efforts to ensure that an Investor Director is removed only if so directed in writing by the Investor, unless...
Investor Director. Upon Closing, the Investor shall have the right to nominate, at any time and from time to time, individuals to occupy one of the positions on the board of directors of each of the Company, PDH(HK) and Beijing Pypo (the “Investor Director”). Each of the Company, PDH(HK) and Beijing Pypo shall indemnify the Investor Director to the maximum extent permitted by applicable Laws and deliver to the Investor a copy of the indemnification agreement duly executed by it in the form attached hereto as Exhibit D (the “Indemnification Agreement”), as may be amended from time to time as requested by the Investor or as may be approved by the Investor.
Investor Director. (a) For as long as the Ordinary Shares Beneficially Owned by the Investor represent at least 10% of the issued and outstanding share capital of the Company immediately after the Closing (after taking into account of any subdivision, combination, consolidation, reverse share split or reclassification of Ordinary Shares or any dividend or distribution in Ordinary Shares occurred after the Closing), the Investor shall be entitled to designate one director to the Board (such director, the “Investor Director”).
(b) The Company shall, subject to applicable regulation or listing requirements of NASDAQ or other securities exchange on which the Company Securities are listed for trading, cause the appointment, election and reelection of such Investor Director to the Board, including, convening a meeting of the Board pursuant to the memorandum and articles of the Company and appointing such Investor Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the shareholders of the Company the election of such Investor Director to the Board at a meeting of shareholders of the Company, including soliciting proxies in favor of the election of the Investor Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors.
(c) The Investor shall ensure that each individual nominated by it to serve on the Board shall meet all qualifications required by written policies of the Company in effect from time to time that apply to all nominees for the Board and by applicable Law, SEC rules and the requirements of NASDAQ.
Investor Director. The Investor Director shall have been duly appointed as a Class II member of the Company’s Board of Directors;
Investor Director. (a) For so long as the Investor and/or any of its Affiliates own (beneficially or of record) (i)(A) Stockholder Securities that represent (for these purposes, all Stockholder Securities convertible into, or exchangeable or exercisable for, other securities of the Company shall be deemed to have been so converted, exchanged or exercised in full) in the aggregate at least six percent (6%) of the outstanding Common Stock and (B) any loans, notes or other indebtedness under the Financing Agreement or other Transaction Documents in an aggregate principal amount of at least $2,000,000 or (ii) shares of Common Stock (for these purposes, excluding securities of the Company that are convertible, exchangeable or exercisable for shares of Common Stock) that represent in the aggregate at least five percent (5%) of the outstanding Common Stock (the “Investor Conditions”), the Investor shall have the right to designate one individual to be nominated for election to the Board (the “Investor Director”). For the avoidance of doubt, references to “outstanding Common Stock” shall not include shares issuable or reserved for issuance pursuant to options, warrants, convertible or exchangeable securities or other similar rights. For purposes hereof, any determination required to be made hereunder as to ownership of the Stockholder Securities shall be made at the end of each of the Company’s fiscal quarters. The Company shall promptly notify the Investor in writing upon the Company’s determination that the Investor is no longer entitled to designate an Investor Director hereunder.
(b) If at any time the Investor and its Affiliates no longer meet the Investor Conditions, any Investor Director previously nominated by the Investor and currently serving as a director may serve until the next annual meeting of stockholders.
(c) If a vacancy on the Board occurs because of the death, disability, disqualification, resignation or removal of an Investor Director, the Investor shall be entitled to designate such Investor Director’s successor in accordance with this Agreement, and the Board shall promptly, subject to Section 4(b), fill such vacancy with such successor.
Investor Director. (a) Prior to the Closing, the Company and the Company’s Board of Directors shall take such action as may be necessary (including seeking any necessary vote or approval of any stockholder of the Company, taking any action necessary to expand the size of the Company’s Board of Directors, or causing any existing director to resign) in order to make a Board seat available for one individual designated by the Investor (the “Investor Director”), who shall initially be Rxxxxxx X. Xxxxxx, and to cause the Investor Director to be appointed at the Closing as a Class II member of the Company’s Board of Directors and any applicable committee thereof. The individual designated by the Investor to replace the initial Investor Director from time to time shall be reasonably acceptable to a majority of the independent members of the Company’s Board of Directors in their sole reasonable discretion (excluding then current Investor Director).
(b) For so long as the Investor together with its Affiliates beneficially owns both (i) in excess of 50% of the Purchased Common Stock, and (ii) 5% or more of the aggregate issued and outstanding shares of the Common Stock (the “Threshold Ownership Requirement”): the Company shall use all commercially reasonable best efforts (including, but not limited to, the taking of the actions set forth in this Section 5.1(b)) to cause the Investor Director to be maintained as a Class II member of the Company’s Board of Directors, such actions to include recommending to shareholders of the Company at which the election or removal of members of the Company’s Class II members of the Board of Directors is on the agenda; provided, however, that parties agree and acknowledge that such actions shall not include authorizing a new class of stock or creating any special voting rights. In addition, Dr. Jxxx Xxxxxxx shall enter into a voting agreement, in the form of Exhibit B, which shall provide that he shall vote any shares of Common Stock beneficially owned by him in favor of the election of the Investor Director as a Class II member of the Company’s Board of Directors during such time as the Investor maintains the Threshold Ownership Requirement.
(c) The Investor Director will be accorded no less favorable treatment than any other Class II member of the Company’s Board of Directors with respect to all matters, including, without limitation, expense reimbursement and indemnification, membership on committees (it being agreed that for such purposes, the Inve...
Investor Director. The minutes of the meetings of the Remuneration Committee will be made available to all members of the Board.
Investor Director. For so long as members of the Liberty Group (as defined below) in the aggregate own any combination of shares of Common Stock and Class B Common Stock that, taken together, equal by number at least 50% of the number of Investor Securities or, following the exchange thereof for Class B Common Stock, 50% of the number of shares of Class B Common Stock issued in exchange for the Investor Securities (in each case as appropriately adjusted to reflect the effect of stock splits, stock dividends, reverse stock splits and other similar events affecting the Common Stock or the Class B Common Stock), the Investor shall be entitled to designate one member of the Company's Board of Directors (the "Investor Director"). In the event the Investor is entitled under this Section 4.2 to designate an Investor Director, the Investor shall so notify the Company in writing and the Company shall (a) increase the size of the Board of Directors by one and fill the vacancy created thereby by electing an Investor Director and (b) in connection with the meeting of stockholders of the Company next following such election, nominate an Investor Director for election as a director by the stockholders and use its commercially reasonable efforts to cause the Investor Director to be so elected. If the Investor is entitled under this Section 4.2 to designate an Investor Director and a vacancy shall exist in the office of the Investor Director, the Investor shall be entitled to designate a successor and the Board of Directors shall elect such successor and, in connection with the meeting of stockholders of the Company next following such election, nominate such successor for election as director by the stockholders and use its commercially reasonable efforts to cause the successor to be elected.
Investor Director. Effective on the Completion Date immediately prior to the Completion, the Company will cause Xx. Xxxxx Sun (the “Investor Director Designee”) to be appointed to fill the one (1) directorship reserved for the Investor Director in accordance with, and subject to, the Certificate of Designation. Concurrently with the appointment of the Investor Director Designee, the Company, the Investor and the Investor Director Designee shall enter into an indemnification agreement in form and substance mutually agreeable to the Investor on the one hand, and the Company on the other hand, for the benefit of the Investor Director Designee. It is understood that the appointment of the Investor Director Designee as a director of the Board will be subject to legal, regulatory and governance requirements regarding service as a director of the Company and to the reasonable approval of the Board, all of which have occurred prior to the date hereof. Upon the death, resignation, retirement, disqualification or removal from office of such director originally nominated by the Investor, the Board and the Company shall promptly take all action reasonably required to fill such vacancy in accordance with, and subject to, the Certificate of Designation. Such director shall be entitled to the same indemnification in connection with his or her role as a director of the Board.
