Common use of New Directors Clause in Contracts

New Directors. As of the date hereof, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to appoint each of (i) Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and (ii) Xxxx Xxxxxxxxx (“Xx. Xxxxxxxxx,” and together with Xx. Xxxxxxx, the “Initial New Directors”) as members of the Board, such appointments effective as of the date of this Agreement. The Company further agrees that the Board and all applicable committees thereof shall take such actions as are necessary to nominate each of the Initial New Directors for election as directors of the Company at the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”), together with the other persons included in the Board’s slate of nominees for election as directors at the 2024 Annual Meeting, with terms expiring at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”), and will (i) recommend that the shareholders of the Company vote to elect each of the Initial New Directors as directors of the Company at the 2024 Annual Meeting and (ii) use its reasonable best efforts to support and solicit proxies for the election of each of the Initial New Directors to serve for one-year terms in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2024 Annual Meeting. The Board and all applicable committees thereof, based on information provided by the D. E. Shaw Parties and the New Directors, have determined, on or prior to the date hereof, that each of the Initial New Directors (A) qualify as “independent directors” under the applicable rules of the New York Stock Exchange, the rules and regulations of the SEC and any director independence standards adopted by the Board that are applicable to all non-executive directors on the Board and (B) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(g) hereof). The Company and Board have agreed to take all necessary action to waive any retirement policy in place, in the Company’s Corporate Governance Guidelines of the Board of Directors or otherwise, that could be deemed to have the effect of precluding Xx. Xxxxxxx from standing for election as a director on the Board at the 2024 Annual Meeting.

New Directors. As The Board of Directors of the date hereof, Company (the Board and all applicable committees thereof shall take (or shall have taken"Board") such actions as are necessary to appoint each of (i) Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and (ii) Xxxx Xxxxxxxxx (“Xx. Xxxxxxxxx,” and together with Xx. Xxxxxxx, the “Initial New Directors”) as members of the Board, such appointments effective as of the date hereof and effectively immediately after the execution of this Agreement. The Agreement and the clearing of routine and customary background checks (which the Company further agrees that shall expeditiously undertake in good faith immediately following the execution hereof), shall take all necessary action to increase the size of the Board to eight members, and all applicable committees thereof shall take such actions as are necessary to nominate each of appoint Xxxxxx Xxxxxx and Tor Xxxxxx (the Initial "New Directors for election Directors") as directors of the Company at to fill two of the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”), together with the other persons included in the Board’s slate of nominees for election as directors at the 2024 Annual Meetingvacancies so created, with terms expiring at the 2015 Annual Meeting of the Company’s 2025 annual meeting of shareholders stockholders (the “2025 "2015 Annual Meeting”"), . The remaining vacancy shall remain open unless and will (i) recommend that until filled upon the shareholders hiring of a permanent Chief Executive Officer. Each of the Company vote to elect each New Directors qualifies as an "independent director" for purposes of the Initial New Directors as directors listing qualification rules of the Company at the 2024 Annual Meeting Nasdaq Stock Market. Each New Director has agreed in writing that he or she understands and (ii) use its reasonable best efforts to support and solicit proxies for the election of each acknowledges that all members of the Initial New Directors to serve for one-year terms in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2024 Annual Meeting. The Board and all applicable committees thereofBoard, based on information provided by the D. E. Shaw Parties and including the New Directors, have determinedare required to comply with all policies, on or prior to the date hereofprocedures, that each of the Initial New Directors (A) qualify as “independent directors” under the applicable rules of the New York Stock Exchangeprocesses, the rules codes, rules, standards and regulations of the SEC and any director independence standards adopted by the Board that are guidelines applicable to all non-executive directors on the Board and (B) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (members, including the requirements set forth in Section 1(g) hereof). The Company and Board have agreed to take all necessary action to waive any retirement policy in place, in the Company’s Corporate Governance Guidelines code of business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and corporate governance guidelines, in each case as heretofore provided to the New Directors. Each New Director and Investor shall provide the Company with such information concerning such New Director or Investor, as the case may be, as is required to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to enable timely filing of Directors the Company’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between the Xxxxxxx Group and such New Director related to such New Director’s service with the Company, including without limitation any financial arrangement related to the Company’s market valuation or otherwise, that could be deemed to have the effect of precluding Xx. Xxxxxxx from standing for election as a director on the Board at the 2024 Annual Meetingother financial performance metrics.

New Directors. As of Promptly following the date hereofhereof and no later than June 14, 2022, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to appoint each of Xxx X. Xxxx and V. Xxxxx Xxxx (i) Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and (ii) Xxxx Xxxxxxxxx (“Xx. Xxxxxxxxx,” and together with Xx. Xxxxxxx, the “Initial New Directors”) as members a member of the Board, such appointments effective as Board with an initial term expiring at the Company’s 2022 annual meeting of stockholders (the date of this Agreement“2022 Annual Meeting”). The Company further agrees that the Board and all applicable committees thereof shall take such actions as are necessary to nominate each of the Initial New Directors for election as directors a director of the Company at the Company’s 2024 annual meeting of shareholders (the “2024 2022 Annual Meeting”), together with the other persons included in the Board’s slate of nominees for election as directors at the 2024 2022 Annual Meeting, with terms expiring at the Company’s 2025 2023 annual meeting of shareholders stockholders (the “2025 2023 Annual Meeting”), and will (i) recommend that the shareholders stockholders of the Company vote to elect each of the Initial New Directors as directors a director of the Company at the 2024 2022 Annual Meeting and (ii) use its reasonable best efforts to support and solicit proxies for the election of each of the Initial New Directors Director to serve for a one-year terms term in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2024 2022 Annual Meeting. The Board and all applicable committees thereof, based on information provided by the D. E. Shaw Parties and the New Directors, have determined, on or prior to the date hereof, that each of the Initial New Directors Director (A) qualify qualifies as an “independent directorsdirector” under the applicable rules of the New York Stock Exchange, Exchange and the rules and regulations of the SEC and any director independence standards adopted by the Board that are applicable to all non-executive directors on the Board and (B) satisfy satisfies the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(g1(f) hereof). The Company and Board have agreed to take all necessary action to waive any retirement policy in place, in the Company’s Corporate Governance Guidelines of the Board of Directors or otherwise, that could be deemed to have the effect of precluding Xx. Xxxxxxx from standing for election as a director on the Board at the 2024 Annual Meeting.

New Directors. As promptly as practicable following the execution of this Agreement (and in any event, within two (2) business days after the date hereof), the Board and will take all applicable committees thereof shall take (or shall have taken) such actions as are action necessary to appoint each of Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxx to the Board (i) Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and (ii) Xxxx Xxxxxxxxx (“Xx. Xxxxxxxxx,” and together with Xx. Xxxxxxx, the “Initial New Directors”). In addition to the Initial New Directors, promptly following the execution of this Agreement, each of Investor and the Company shall use its commercially reasonable efforts to mutually agree as soon as reasonably practicable on one (1) as members of additional person to be appointed to the Board and the Board will take all action necessary to promptly appoint such person (the “Additional New Director” and together with the Initial New Directors, the “New Directors”) to the Board, it being understood, for the avoidance of doubt, that should Investor and the Company not come to a mutual agreement on such appointments effective as of Additional New Director by forty-five (45) days from the date of this Agreement. The Company further agrees that hereof, Investor shall identify and list five (5) alternative potential candidates to serve as the Board and all applicable committees thereof shall take such actions as are necessary to nominate Additional New Director, each of the Initial New Directors for election whom shall (i) qualify as directors of the Company at Independent, (ii) satisfy the Company’s 2024 annual meeting of shareholders corporate governance guidelines, and (iii) have applicable experience or expertise in business pertaining to that conducted by the Company (the “2024 Annual Meeting”foregoing (i)-(iii), together with the other persons included in the Board’s slate of nominees for election as directors at the 2024 Annual Meeting, with terms expiring at the Company’s 2025 annual meeting of shareholders (the “2025 Annual MeetingNew Director Criteria”), and will the Board shall promptly (ibut in any event, within five (5) recommend business days after the submission of such list) select one (1) such candidate from such list that is reasonably acceptable to the shareholders Board to serve as the Additional New Director unless the Board reasonably determines in good faith that none of the Company vote potential candidates are reasonably acceptable to elect each the Board (in which such case Investor shall be entitled to submit an additional list of the Initial five (5) candidates until an Additional New Director is appointed). The Board shall include any New Directors as directors of nominees for the Company at Board in the 2024 proxy statement for the Company’s 2019 Annual Meeting and of Stockholders (iithe “2019 Annual Meeting”) use its reasonable best efforts to support and, in accordance with the requirements of paragraph 7, shall recommend and solicit proxies for the election of each of the Initial New Directors to serve for one-year terms in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2024 Annual Meeting. The Board and all applicable committees thereof, based on information provided by the D. E. Shaw Parties and the New Directors, have determined, on or prior to the date hereof, that each of the Initial New Directors (A) qualify as “independent directors” under the applicable rules of the New York Stock Exchange, the rules and regulations of the SEC and any director independence standards adopted by the Board that are applicable to all non-executive directors on the Board and (B) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(g) hereof). The Company and Board have agreed to take all necessary action to waive any retirement policy in place, in the Company’s Corporate Governance Guidelines of the Board of Directors or otherwise, that could be deemed to have the effect of precluding Xx. Xxxxxxx from standing for election as a director on the Board at the 2024 2019 Annual Meeting.

New Directors. As The Board of Directors of the Company (the “Board”) as of the date hereof and effectively immediately after the execution of this Agreement and the clearing of routine and customary background checks (which the Company shall expeditiously undertake in good faith immediately following the execution hereof), shall take all necessary action to increase the size of the Board to eight members, and all applicable committees thereof shall take appoint Xxxxxx Xxxxxx and Tor Xxxxxx (or shall have taken) such actions as are necessary to appoint each of (i) Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and (ii) Xxxx Xxxxxxxxx (“Xx. Xxxxxxxxx,” and together with Xx. Xxxxxxx, the “Initial New Directors”) as members of the Board, such appointments effective as of the date of this Agreement. The Company further agrees that the Board and all applicable committees thereof shall take such actions as are necessary to nominate each of the Initial New Directors for election as directors of the Company at to fill two of the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”), together with the other persons included in the Board’s slate of nominees for election as directors at the 2024 Annual Meetingvacancies so created, with terms expiring at the 2015 Annual Meeting of the Company’s 2025 annual meeting of shareholders stockholders (the “2025 2015 Annual Meeting”), . The remaining vacancy shall remain open unless and will (i) recommend that until filled upon the shareholders hiring of a permanent Chief Executive Officer. Each of the Company vote to elect each New Directors qualifies as an “independent director” for purposes of the Initial New Directors as directors listing qualification rules of the Company at the 2024 Annual Meeting Nasdaq Stock Market. Each New Director has agreed in writing that he or she understands and (ii) use its reasonable best efforts to support and solicit proxies for the election of each acknowledges that all members of the Initial New Directors to serve for one-year terms in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2024 Annual Meeting. The Board and all applicable committees thereofBoard, based on information provided by the D. E. Shaw Parties and including the New Directors, have determinedare required to comply with all policies, on or prior to the date hereofprocedures, that each of the Initial New Directors (A) qualify as “independent directors” under the applicable rules of the New York Stock Exchangeprocesses, the rules codes, rules, standards and regulations of the SEC and any director independence standards adopted by the Board that are guidelines applicable to all non-executive directors on the Board and (B) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (members, including the requirements set forth in Section 1(g) hereof). The Company and Board have agreed to take all necessary action to waive any retirement policy in place, in the Company’s Corporate Governance Guidelines code of business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and corporate governance guidelines, in each case as heretofore provided to the New Directors. Each New Director and Investor shall provide the Company with such information concerning such New Director or Investor, as the case may be, as is required to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to enable timely filing of Directors the Company’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between the Xxxxxxx Group and such New Director related to such New Director’s service with the Company, including without limitation any financial arrangement related to the Company’s market valuation or otherwise, that could be deemed to have the effect of precluding Xx. Xxxxxxx from standing for election as a director on the Board at the 2024 Annual Meetingother financial performance metrics.

New Directors. As Within five (5) business days of the date hereofexecution of this Agreement, the Board of Directors of the Company (the “Board”) shall irrevocably appoint Xxxxxx Xxxxxx and Xxxxxxxx Xxxx, M.D. (the “New Directors” and all applicable committees thereof shall take (or shall have taken) such actions as are necessary references herein to appoint each of (i) Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and (ii) Xxxx Xxxxxxxxx (“Xx. Xxxxxxxxx,” and together with Xx. Xxxxxxx, the “Initial New Directors”” shall include any Replacement Directors (as defined below)) as members of the Board, such appointments effective as of the date of this Agreement. The Company further agrees that the Board and all applicable committees thereof shall take such actions as are necessary to nominate each of the Initial New Directors for election as directors of the Company Company, effective January 15, 2020, with Xx. Xxxxxx becoming a Class III director whose term shall expire at the 2021 annual meeting of the Company’s 2024 stockholders, and Xx. Xxxx becoming a Class I director whose term shall expire at the 2022 annual meeting of shareholders the Company’s stockholders. Immediately following Xx. Xxxx’x appointment as a New Director, the Board shall take all necessary actions (including, if necessary, by unanimous written consent) to cause Xx. Xxxx to be appointed to one (1) committee or subcommittee of the Board that Xx. Xxxx requests to join, and any additional committee or subcommittee participation shall be at the discretion of the Governance and Nominating Committee of the Board (the “2024 Annual MeetingGovernance and Nominating Committee”). Each New Director has agreed in writing that he or she understands and acknowledges that all members of the Board are required to comply with all policies, together with the other persons included in the Board’s slate of nominees for election as directors at the 2024 Annual Meetingprocedures, with terms expiring at processes, codes, rules, standards and guidelines applicable to all Board members, including the Company’s 2025 annual meeting code of shareholders business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the “2025 Annual Meeting”confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and will (i) recommend that the shareholders of the Company vote corporate governance guidelines, in each case as heretofore provided to elect each of the Initial New Directors as directors of the Company at the 2024 Annual Meeting and (ii) use its reasonable best efforts to support and solicit proxies for the election of each of the Initial New Directors to serve for one-year terms in the same manner in which the Company supports and solicits proxies for its other nominees up for election in connection with the 2024 Annual Meeting. The Board and all applicable committees thereof, based on information provided by the D. E. Shaw Parties and the New Directors. Each New Director and each Investor shall provide the Company with such information concerning such New Director or such Investor, have determinedas the case may be, on as is required to be disclosed under applicable law or prior stock exchange regulations, in each case as promptly as necessary to enable timely filing of the Company’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between any of the Investors and such New Director related to such New Director’s service with the Company, including without limitation any financial arrangement related to the date hereof, that each of Company’s market valuation or other financial performance metrics. Notwithstanding anything herein to the Initial New Directors (A) qualify as “independent directors” under the applicable rules of the New York Stock Exchangecontrary, the rules and regulations of the SEC and any director independence standards adopted by the Board that are applicable to all non-executive directors on the Board and (B) satisfy the guidelines and policies Investors shall have no liability hereunder with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(g) hereof). The Company and Board have agreed to take all necessary action to waive any retirement policy in place, in the Company’s Corporate Governance Guidelines of the Board obligations of Directors or otherwise, that could be deemed to have the effect of precluding Xx. Xxxxxxx from standing for election as Xxxxxx or the Xxxxxx Replacement Director described under this Agreement, and the failure of Xx. Xxxxxx and the Xxxxxx Replacement Director to comply with such obligations shall not be a director on breach or violation of this Agreement by the Board at the 2024 Annual MeetingInvestors.