Investor Directors. From and after the Closing, the manner of selecting nominees for election to the Issuer Board will be as follows:
(a) In connection with each annual or special meeting of shareholders of the Issuer at which Directors are to be elected (each such annual or special meeting, an “Election Meeting”), the Investor shall have the right to designate for nomination for election as an Investor Director such number of Investor nominees so that the total number of Investor Directors on the Issuer Board after giving effect to the election of the Investor nominees is equal to the product of the Investor Voting Interest multiplied by the Total Number of Directors, in each case rounded up to the next whole number; provided, that, if the Investor Voting Interest is less than ten percent (10%), then the Investor shall not be entitled to nominate any Person as an Investor Director.
(b) The Investor shall give written notice to the Nominating and Corporate Governance Committee of each such nominee for Investor Director not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual Election Meeting; provided, that, if such Election Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, the Investor shall give such notice not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the immediately preceding annual Election Meeting was mailed or public disclosure of the date of such Election Meeting was made, whichever first occurred; provided, further, however, that if the Investor fails to give such notice in a timely manner, then the Investor shall be deemed to have nominated the incumbent Investor Director or Investor Directors, as applicable, in a timely manner; provided, further, that if the number of incumbent Investor Directors is less than the number of Investor Directors the Investor is entitled to designate pursuant to Section 3.1(a), then the Issuer and the Investor shall use their respective reasonable best efforts to mutually agree on a Director or Directors to satisfy the requirements of Section 3.1(a).
(c) In the event the Investor Beneficially Owns a number of shares of Issuer Common Stock which would entitle the Investor to nominate a number of Persons for election as a Director to the Issuer Board pursuant to Section 3.1(a) that is less than the number of Investor Directors on the I...
Investor Directors. (i) Upon the conversion of all of the Company’s Preferred Stock in connection with an IPO, for a period of three (3) years after the closing date of such IPO, and for so long as Longitude and Alpha, respectively, holds at least 2,000,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), the Company agrees to include in its slate of directors for each election of directors the designee(s) of Longitude and Alpha, respectively (unless already serving and whose term does not expire at such election) and will take all actions necessary to facilitate such election.
(ii) Each Investor that is a holder of shares of Common Stock (or shares convertible into Common Stock) hereby agrees to hold all of the Common Voting Shares subject to this Agreement, and to vote the Common Voting Shares then owned by them (or as to which they then have voting power) at a regular or special meeting of stockholders (or by written consent) to appoint or elect the designees of Longitude and Alpha, as applicable, as directors (each, an “Investor Director,” and together with the Series A Director and Series B Director, the “Designated Directors”). The Series A-designated Investor Director shall initially be, upon the occurrence of such IPO, Juliet Tammenoms Bxxxxx. The Series B-designated Investor Director shall initially be, upon the occurrence of such IPO, Bosun Hau.
Investor Directors. Parent hereby agrees to take such actions as is necessary or desirable under applicable Law to cause the Investor Directors to be appointed or nominated for election and elected to the Board, including without limitation taking the actions required pursuant to Section 2.2 and 2.3.
Investor Directors. So long as the Sponsor Group beneficially owns, in the aggregate, at least one third of the Conversion Stock issued or issuable upon conversion of the Preferred Stock as of the Second Closing Date (assuming that, notwithstanding anything to the contrary contained in Section 8(a) of the Series B Statement, each share of the Preferred Stock is convertible on the Second Closing Date or the First Closing Date, as the case may be) (whether or not such Conversion Stock has been issued or is held through the Preferred Stock or as a combination thereof and including for these purposes the benefit to the Investor of any accrual on any Preferred Stock before the Second Closing Date but disregarding for these purposes any accrual on any Preferred Stock after the Second Closing Date) (the “Board Threshold”), the Majority Sponsor Investors may nominate one director if the total number of directors of the Company is nine or less, and two directors if the total number of directors of the Company is ten or more (for so long as the right to elect such additional director is consistent with Nasdaq Listing Rule 5640) to the Board (the “Investor Directors”). Each Investor Director appointed pursuant to this Section 4.1 shall, subject to the Board Threshold, continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.4.
Investor Directors. Not later than 14 days after the date of this Agreement, the Investors shall notify the Company of the two Persons whom the Investors intend to elect as directors to the Board. Thereafter, to the extent any such Person is not reasonably acceptable to the Nominating and Corporate Governance Committee of the Board, the Investors shall promptly notify the Company of a replacement.
Investor Directors. The directors may attend meetings in person, by proxy or by telephone. A resolution made at the meetings of Board of Directors that the quorum referred to herein fails to be formed shall be invalid. Notwithstanding of the foregoing, if the number of directors attending the meetings of Board of Directors is less than the number of the quorum as provided in this Article, such meetings of Board of Directors shall be postponed and reconvened seven (7) days later at the same time and place. If the number of directors present at the postponed meetings of Board of Directors is still less than the requirement of the quorum for the resolution provided in this Article, subject to further provisions in Article 3.5 hereof, the resolution made at the postponed meetings of Board of Directors shall be valid.
Investor Directors. Investor Directors may be removed only by a Requisite Capital IV Majority. If, following election to the Board, any Investor Director resigns, is removed in accordance with this Section 2.1.3(a), or is unable to serve for any reason prior to the expiration of his or her term as a director, then a Requisite Capital IV Majority may designate a replacement. If a Requisite Capital IV Majority does not designate a replacement, then the relevant directorship shall be vacant. The Company shall take all actions as and when reasonably requested by a Requisite Capital IV Majority, and each Stockholder hereby agrees to cast all votes to which such Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in each so as to cause the election to the Board of any person designated as a replacement Investor Director in accordance with this Section 2.1.3(a).
Investor Directors. Any vacancy created by the death, disability, retirement or removal of any such individual may be filled by the Investor. As of the Second Closing Date, the Investor Directors shall be Dale X. Xxxxxxx, Xxizxxxxx X. Xxxxxxxxxx, Xxchxxx X. Xxxxxx xxx Paul Xxxxxxx.
Investor Directors. Upon any reduction in the number of THL Directors, Xxxx Directors, Providence Directors or Lexa Directors in accordance with procedures established pursuant to Section 2.1.2, the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign.
Investor Directors. 9.1 The Board shall at all times comprise of a maximum of 5 (Five) directors. In this respect,
(a) the Investor shall be entitled to appoint and maintain in office such number of directors from time to time which shall be in proportion to its shareholding in the Company at the relevant time (Investor Directors), being a minimum of 3 (Three) directors (and to remove from office any Investor Director so appointed by it, and to appoint another in the place of such Investor Director so removed by the Investor). The Investor Directors shall not be liable to retire by rotation;
(b) the Investor Directors shall be entitled to be appointed as members of all the committees of the Company;
9.2 On and from the Closing Date, the Promoter shall be entitled to appoint 2 (Two) directors on the Board of the Company, (Promoter Directors) until the Promoter holds at least 20% (twenty percent) of the aggregate share capital of the Company (on a Fully Diluted Basis).
9.3 the Investor shall also be entitled to appoint an observer on the Board (Observer). It is clarified that the Observer shall not have any voting rights in the matters of the Board.
9.4 No Person, save and except in the case of fraud by any director appointed on the Board or if the removal of any director is required under the Act, other than the Investor, shall have the power or right to remove and replace such Investor Director. To the extent permissible by Law, the appointment of the Investor Director shall be by direct nomination by the Investor individually, and any appointment or removal, unless the contrary intention appears, take effect from the date it is notified to the Company in writing. If Law does not permit the Person nominated by the Investor to be appointed as a director or alternate director of the Company merely by nomination by the Investor, the Company shall ensure that the Board forthwith (and in any event within 7 (Seven) days of such nomination or at the next Board meeting, whichever is earlier) appoints such Person as a director or alternate director, as the case may be, of the Company and further ensure that, unless the Investor changes or withdraws such nomination, such Person shall also be elected as a director or alternate director, as the case may be, of the Company at the next general meeting of the shareholders of the Company. Each shareholder of the Company, shall promptly vote its Equity Securities in favour of the director and alternate director nominees nominated pursuant to ...
