Replacement Designees. The Company covenants and agrees that, in the event that any Investor Nominee is not re-elected or otherwise ceases to serve as a director, including in the event of a vacancy in any Investor Nominee Seat following the Closing (a “Departing Director”), at any time that the Investors, together with their respective affiliates, collectively hold at least 10% of the Company’s outstanding common stock, par value $0.0001 per share (“Common Stock”) (calculated after giving effect to the full conversion of any shares of the Company’s Redeemable Convertible Preferred Stock, par value $0.0001 per share, then held by Xxxxxxx or NPV, or any of their respective affiliates, and full exercise of any then in-the-money warrants to purchase Common Stock then held by Xxxxxxx or NPV, or any of their respective affiliates, in each case, without giving effect to any limitations on conversion and/or exercise contained therein) (the “Continued Ownership Requirement”), the Company shall take all necessary action to appoint a replacement director designated jointly by the Investors in writing for each such Departing Director (such individual, a “Investor Replacement Nominee”), which appointment by the Company shall be effected as soon as reasonably practicable, but in no event later than fifteen (15) business days from the Company’s receipt of such written notice by the Investors, and shall include the Investor Replacement Nominee in the Company’s proxy statement for each annual stockholder meeting at which such Investor Replacement Nominee is up for election and shall recommend that the Company’s stockholders vote in favor of the Investor Replacement Nominee, provided, that such Investor Replacement Nominee (i) consents to serving as a member of the Board and (ii) completes a director and officer questionnaire on the Company’s standard form.
Replacement Designees. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Company Director or Independent Director, L-S.A. and LGH shall have the right to designate a replacement director to fill such vacancy and Parent agrees to use its best efforts to cause the election of each such designee.
Replacement Designees. Subject to the terms of this Agreement, during the Restricted Period, if a Legion Designee is no longer serving on the Board for any reason, then, as promptly as practicable, Legion will have the right to identify a new independent director to replace such Legion Designee for the remainder of such Legion Designee’s term (each, a “Replacement Designee” and such right, the “Replacement Right”); provided, that Legion’s Replacement Right with respect to both Legion Designees will irrevocably terminate if the Legion Group ceases to own at least 2,321,665 common shares of the Company. Each Replacement Designee must (a) be considered “independent” under applicable rules of the SEC, applicable Canadian securities laws and the rules of any stock exchange on which securities of the Company are listed; (b) possess relevant qualifications; (c) be reasonably acceptable to the Board; and (d) comply with the Company’s procedures (as in effect at the time) for director candidates (including the full completion of a directors and officers questionnaire, undergoing a customary background check, and participating in interviews with, as requested, the members of the ESG and Nominating Committee (including any successor committee) of the Board and the Board); provided, further, that notwithstanding anything set forth in this Agreement to the contrary, the Parties agree that in no event will any Person previously nominated by Legion for election to the Board at the 2023 Annual Meeting nor any Restricted Person serve as a Replacement Designee. The Board shall use its reasonable best efforts, in good faith and consistent with its fiduciary duties, to approve or deny any candidate for Replacement Designee and, upon approval of the Replacement Designee (such approval not to be unreasonably withheld, conditioned or delayed), to promptly appoint the Replacement Designee to the Board (and applicable committee or committees of the Board). In the event that the Board declines to approve a candidate for Replacement Designee, then Legion may propose one or more additional candidates to be the Replacement Designee and the process described in this paragraph 2 will continue until a Replacement Designee is approved by the Board. Upon becoming a member of the Board, the Replacement Designee will be deemed to be a Legion Designee for all purposes of this Agreement.
Replacement Designees
