Investor Directors. (a) The Investor shall initially be entitled to designate for nomination two (2) Directors (inclusive of Xxxxxxxx Xxxxxxx, who is already a Director). Following the appointment of the Initial Director Designees to the Company Board, the number of Directors the Investor shall be entitled to designate for nomination to the Company Board shall: (y) increase and decrease automatically to a number of Directors equal to the product, rounded to the nearest whole number, of (i) the number of shares of Company Common Stock beneficially owned by the Investor (including any shares of Company Common Stock which are then issuable upon conversion of shares of Series A Preferred Stock held by the Investor) divided by the number of shares of Company Common Stock then outstanding (plus any shares of Company Common Stock issuable upon conversion of shares of Series A Preferred Stock included in clause (i)) and (ii) the size of the Company Board (e.g., 2.4 will be rounded down to 2 and 2.5 will be rounded up to 3), provided, however, that in no event shall the number of Directors the Investor shall be entitled to designate for nomination to the Company Board pursuant to this Agreement represent the majority of the Directors; and (z) decrease to one (1) Director in the event the Investor ceases to beneficially own at least ten percent (10%) of the then outstanding shares of Company Common Stock and to zero (0) Directors in the event the Investor ceases to beneficially own at least five percent (5%) of the then outstanding shares of Company Common Stock, in each case including any shares of Company Common Stock which are then issuable upon conversion of shares of Series A Preferred Stock held by the Investor). The appointment of any such Investor Director Designees pursuant hereto shall be subject to such Persons’ satisfaction of the Director Qualification Standards; provided, that so long as the Investor is entitled to nominate no more than two (2) Directors, such Directors shall not be required to comply with any independence or board diversity requirements under the rules and regulations of NASDAQ; provided, however, that any additional Directors the Investor is entitled to nominate shall be required to comply with applicable independence requirements under the rules and regulations of Nasdaq.
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.
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. From and after the Closing, the manner of selecting nominees for election to the Issuer Board will be as follows:
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. 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. 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. 9.1 The Board shall at all times comprise of a maximum of 5 (Five) directors. In this respect,
Investor Directors. Upon any reduction in the number of THL Directors, Bain 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.
