Common use of THE BOARD AND THE INVESTOR DIRECTORS Clause in Contracts

THE BOARD AND THE INVESTOR DIRECTORS. 9.1 The members of the Board immediately following Completion shall be [the Founders] and the Investor Director (if appointed). Board meetings will be held at intervals of not more than [X] weeks and at least [X] Board meetings will be held in each calendar year. 9.2 For so long as the Investor and its Permitted Transferees [holds not less than [X] per cent of the Shares (excluding Treasury Shares) in issue they shall have the right: 9.2.1 to appoint and maintain in office such natural person as the Investor may from time to time nominate as a director of the Company (and as a member of each and any committee of the Board) and to remove any director so appointed and, upon his/her removal whether by the Investor or otherwise, to appoint another director in his/her place; and 9.2.2 to appoint a representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board who will be entitled to speak at any such meetings but will not be entitled to vote. 9.3 Appointment and removal of an Investor Director or an observer in accordance with clause 9.2 shall be by written notice from the appointing Investor to the Company which shall take effect on delivery at the Company’s registered office or at any meeting of the Board or committee thereof. 9.4 The Company shall send to the Investor, to any Investor Director and any observer appointed by the Investor (in electronic form if so required): 9.4.1 reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with all relevant papers; and 9.4.2 as soon as practicable after each meeting of the Board (or committee of the Board) a copy of the minutes. 9.5 The Company will reimburse the Investor Director and any observer appointed by the Investor with the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. 9.6 If the Investor has appointed an Investor Director and/or an observer pursuant to clause 9.2 it shall procure that such Investor Director and/or observer shall comply with clause 15 save that such Investor Director and/or observer shall be at liberty from time to time to make full disclosure to the Investor of any information relating to the Company. 9.7 The parties agree that the Investor Director shall be under no obligation to disclose any information or opportunities to the Company except to the extent that the information or opportunity was passed to them expressly in their capacity as a director of the Company. 9.8 [For so long as the Founder[s] remain[s] [an] employee[s] of the Company they shall have the right to appoint and maintain in office as a director of the Company (and as a member of each and any committee of the Board) one of the Founders as a Founder director and to remove any director so appointed and, upon his/her removal whether by the Founders or otherwise, to appoint another Founder as a director in his/her place].

THE BOARD AND THE INVESTOR DIRECTORS. 9.1 The members of the Board immediately following Completion shall be [the Founders] and the Investor Director (if appointed). Board meetings will be held at intervals of not more than [X] weeks and at least [X] Board meetings will be held in each calendar year. 9.2 For so long as the Investor and its Permitted Transferees [holds not less than [X] per cent of the Shares (excluding Treasury Shares) in issue they shall have the right: 9.2.1 to appoint and maintain in office such natural person as the Investor may from time to time nominate as a director of the Company (and as a member of each and any committee of the Board) and to remove any director so appointed and, upon his/her removal whether by the Investor or otherwise, to appoint another director in his/her place; and 9.2.2 to appoint a representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board who will be entitled to speak at any such meetings but will not be entitled to vote. 9.3 Appointment and removal of an Investor Director or an observer in accordance with clause 9.2 shall be by written notice from the appointing Investor to the Company which shall take effect on delivery at the Company’s registered office or at any meeting of the Board or committee thereof. 9.4 The Company shall send to the Investor, to any Investor Director and any observer appointed by the Investor (in electronic form if so required): 9.4.1 reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with all relevant papers; and 9.4.2 as soon as practicable after each meeting of the Board (or committee of the Board) a copy of the minutes. 9.5 Save with Investor Director Consent (such consent to be deemed to be given if no response is given by the Investor Director on 15 Business Days' notice) no business shall be transacted at any meeting of the Board (or committee of the Board). 9.6 The Company will reimburse the Investor Director and any observer appointed by the Investor with the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. 9.6 9.7 If the Investor has appointed an Investor Director and/or an observer pursuant to clause 9.2 it shall procure that such Investor Director and/or observer shall comply with clause 15 save that such Investor Director and/or observer shall be at liberty from time to time to make full disclosure to the Investor of any information relating to the Company. 9.7 9.8 The parties agree that the Investor Director shall be under no obligation to disclose any information or opportunities to the Company except to the extent that the information or opportunity was passed to them expressly in their capacity as a director of the Company. 9.8 [For so long as the Founder[s] remain[s] [an] employee[s] of the Company they shall have the right to appoint and maintain in office as a director of the Company (and as a member of each and any committee of the Board) one of the Founders as a Founder director and to remove any director so appointed and, upon his/her removal whether by the Founders or otherwise, to appoint another Founder as a director in his/her place].