Common use of Parent Board Clause in Contracts

Parent Board. The parties hereto shall take all necessary actions such that, at the Effective Time, the Parent Board shall be comprised of nine directors, consisting of two directors designated by the Company (each, a “Company Designee”), and reasonably acceptable to Parent, from among the directors serving on the Company Board as of immediately prior to the Effective Time, each of whom must qualify as an “independent director” under applicable Nasdaq rules and regulations. Each Company Designee shall hold office until the earliest to occur of the appointment or election and qualification of his or her respective successor or his or her death, resignation, disqualification or proper removal as a member of the Parent Board. In the event that prior to the Effective Time any Company Designee is unwilling or unable to serve on the Parent Board, the Company shall select a replacement for such individual to serve in such person’s place. Parent agrees to nominate the Company Designees appointed to the Parent Board pursuant to this Section 1.7 for reelection at Parent’s first annual stockholders’ meeting that occurs after the Closing.

Parent Board. The parties hereto shall take all necessary actions such that, at the Effective Time, the Parent Board shall be comprised of nine directors, consisting of two directors designated by the Company (each, a “Company Designee”)) shall be appointed to the Parent Board, and each reasonably acceptable to Parent, from among the directors serving on the Company Board as of immediately prior to the Effective Time, and each of whom must qualify as an “independent director” under applicable Nasdaq rules and regulations. Each Company Designee shall hold office until the earliest to occur of the appointment or election and qualification of his or her respective successor or his or her death, resignation, disqualification or proper removal as a member of the Parent Board. In the event that prior to the Effective Time any Company Designee is unwilling or unable to serve on the Parent Board, the Company shall select a replacement for such individual (who shall be reasonably acceptable to Parent) to serve in such person’s place. Parent agrees to nominate the Company Designees appointed to the Parent Board pursuant to this Section 1.7 for reelection at Parent’s first annual stockholders’ meeting that occurs after the Closing.