Subsidiary Board. The composition of board of any Subsidiary of the Company shall be decided by the Board of the Company in accordance with Section 7.2.
Subsidiary Board. Each holder of Preferred Shares shall have the right to: (a) require that the size of the board of each Group Company (other than the Company) be of the same size as the Board and (b) to appoint a number of director(s) to the board of such Group Company equal to the number of director(s) it is entitled to appoint to the Board. Such right shall also carry the right to remove or replace the director so nominated by such holder of Preferred Shares. Each Party shall cause its nominees on the board of directors of any Group Company (whether nominated directly or through any Person) to vote in the manner duly determined by the Board and shall cause any director who fails to vote in such manner to be removed.
Subsidiary Board. The Offshore Group Companies and HK Holdco shall cause each of Cayman Holdco, HK Holdco and each other Subsidiary to have a board of directors as its governing and managing body (each, a “Subsidiary Board”). The Offshore Group Companies and HK Holdco each agrees to, and shall cause each applicable Subsidiary to, vote or act with respect to their shares and elect members of each Subsidiary Board so that the composition of each Subsidiary Board is identical as the Board at all times. The Offshore Group Companies and HK Holdco shall procure that the provisions in this Section 5.3 shall be binding upon the applicable Subsidiary in the exercise of its voting rights.
Subsidiary Board. The Company shall cause the board of directors of each of its Subsidiaries (except for any Subsidiary that is formed in a jurisdiction other than the United States) to be constituted in a manner similar to the Board.
Subsidiary Board. If requested by the Majority Preferred Holders, the Significant Group Companies shall have, and the Company and the Founder Parties shall cause each Significant Group Company to have, a board of directors or similar governing body (the “Subsidiary Board”), the authorized size of which at all times be the same size as the Board, and each Preferred Holder shall be entitled to (but shall not be obliged to) nominate and appoint the same number of member(s) to each Subsidiary Board as provided by Section 2.01 above.
Subsidiary Board. Unless otherwise approved by the Preferred Majority and the Founder, (i) the composition of the board of directors (or similar body) of the WFOE and Gracell Shanghai shall have the same number of members and Observer as the Board, and (ii) each of the Founder, OrbiMed, LAV USD Entity and LAV RMB Entity, Kington Entities, Temasek, and Morningside shall become entitled to (but shall not be obliged to) nominate and appoint the same number of member(s) and Observer to each board of directors (or similar body) of the WFOE and Gracell Shanghai as it is entitled to nominate and appoint to the Board as provided in Section 2.2(a) above; provided however that the Group Companies shall not be required to nominate any new member of the board of directors of any Group Company (other than the Company) prior to June 30, 2021, and thereafter only if requested in writing by any Investor entitled to appoint an Investor Director. Unless otherwise approved by the Preferred Majority and the Founder, the composition of the board of directors (or similar body) of each other Group Company other than the WFOE and Gracell Shanghai (each, a “Other Subsidiary Board”) shall be decided by the Board. Notwithstanding the foregoing, if the Company fails to consummate an IPO on or prior to June 30, 2021, and so requested in writing by any Investor holding (together with its Affiliates) more than 10% of total issued and outstanding share capital of the Company, (i) the composition of each Other Subsidiary Board shall be restructured to have the same number of members and Observer as the Board, and (ii) each of the Founder, OrbiMed, LAV USD Entities and LAV RMB Entity, Kington Entities, Temasek, and Morningside shall become entitled to (but shall not be obliged to) nominate and appoint the same number of member(s) and Observer to each Other Subsidiary Board as it is entitled to nominate and appoint to the Board as provided in Section 2.2(a) above; provided however that the Group Companies shall not be required to nominate any Other Subsidiary Board prior to June 30, 2021, and thereafter only if requested in writing by any Investor entitled to appoint an Investor Director. Each of the Founder, the Founder Holding Company, and the Group Companies covenants and agrees to take any and all actions necessary to ensure that each Other Subsidiary Board’s composition is in compliance with this Section 2.2(e).
Subsidiary Board. Unless otherwise agreed by the Board, each Key Subsidiary shall, and the Parties shall cause each such Key Subsidiary to have a board of directors or similar governing body (the “Subsidiary Board”) with (i) its authorized size being the same as the authorized size as the Board at all times, and (iii) its members being the same Persons as the directors on the Board at all relevant times.
Subsidiary Board. Each Material Subsidiary shall have, and the Company and the Holders shall cause each Material Subsidiary to have, a board of directors or similar governing body (each, a “Material Subsidiary Board”), the authorized size of which shall at all times be the same size as the Board, and each Holder shall be entitled to (but shall not be obliged to) nominate and appoint the same number of member(s) to each Material Subsidiary Board as provided by Section 3.2 above. The provisions in Section 3 shall apply to each Material Subsidiary Board in the same manner, mutatis mutandis, as they apply to the Board and shall be construed and applied accordingly.
Subsidiary Board. (i) If requested by the Investor, the board of each Non-school Subsidiary shall be constituted in the same manner as the Board, and the provisions in Section 2.2 shall apply mutatis mutandis to the board of such Non-school Subsidiary.
(ii) The Investor shall have the right to appoint such number of director(s) on the board of each School pro rata to the Investor Percentage at the time of such appointment at the Investor’s request.
Subsidiary Board. (a) Each of the BVI Subsidiary, the US Subsidiary, the HK Subsidiary and the WFOE shall, and the Group Companies and the Warrantors shall cause the BVI Subsidiary, the US Subsidiary, the HK Subsidiary the WFOE and any other subsidiaries to, (A) have a board of directors or similar governing body (the “Subsidiary Board”), (B) maintain the authorized size of each Subsidiary Board at all times same as the authorized size of the Board, and (C) ensure each Subsidiary Board to be recomposed such that the Preferred Shareholders shall at all times be entitled to appoint such number of director(s) to each Subsidiary Board as they are entitled to appoint to the Board under Section 2.1(a) above; (b) Each of the Domestic Company and its subsidiaries (each an “Operation Company” and collectively the “Operation Companies”) shall, and the Warrantors shall cause each such Operation Company to maintain the same board composition as the one before the date of this Agreement provided, however, that any and all matters that are subject to the approval of the board of any Operation Company shall be subject to the prior approval of the Board.
