Common use of Investor Director Clause in Contracts

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.