Common use of The Company's Board of Directors Clause in Contracts

The Company's Board of Directors. On the Closing Date grant (i) GarMark the right to designate one (1) voting Board of Directors member, and each of GarMark and Moore the right to designate xxx (1) non-voting Board of Directors observer, each of whom will be given notice of, and permitted to attend, all meetings of the Company's Board of Directors, and (ii) GarMark the right to designate one (1) voting committee member, and each of GarMark and Moore one (1) non-voting commitxxx xbserver, to each of the Company's Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and any other committee that is created or established after the date hereof, each of whom will be given notice of, and permitted to attend, all meetings of each such committee. On the Closing Date, the Company, acting through its Board of Directors and in accordance with its Charter Documents and applicable Law, shall (i) (A) increase the size of its Board of Directors by one (1), (B) elect the person referred to hereinabove (or such other person as may be selected by GarMark) to the newly created directorship to hold office until his successor is elected at a special or annual meeting of the stockholders and (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which the Company's management or Board of Directors holds proxies (including undesignated proxies) unless otherwise provided by the stockholders submitting such proxies) the person referenced in the preceding clause (B) to be elected to the Company's Board of Directors and (ii) increase the size of each of the Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and if any other committee is created or established after the date hereof, of such committee, by one (1), and cause the person referred to hereinabove (or such other person as may be selected by GarMark) to become a member thereof. In the event any director, or member of a committee, elected pursuant to this Section 7.2 shall cease to serve as a director or member, as applicable, for any reason, the Company shall cause (subject to the provisions of its Charter Documents and applicable Law) the vacancy resulting thereby to be filled as promptly as practicable by a person selected by GarMark. Notwithstanding any provision hereof, on the date, if any, that any Initial Purchaser entitled to exercise the rights provided in this Section 7.2 beneficially owns less than 25% of the Common Stock that would be issuable to such Initial Purchaser upon its conversion of the Preferred Stock acquired on the Closing Date (assuming that the shares of the Preferred Stock would be converted at a conversion price of $6.00 per share, subject to the adjustments provided in the Certificate of Designations with respect to conversion price and the number of shares issuable upon conversion), then the Company's obligations set forth in this Section 7.2 with respect to such Initial Purchaser shall cease and be of no further effect.

The Company's Board of Directors. On The Merger Agreement provides that, promptly following the Closing Date grant purchase of and payment for a number of Shares that satisfies the Minimum Condition pursuant to the Offer, and from time to time thereafter, Parent shall be entitled to designate on the Board of Directors, on each committee of the Board of Directors (other than any committee established to take action under the Merger Agreement or related agreements), and on each the board of directors and each committee of Omnirel LLC, up to such number of directors as will give the Purchaser representation on such board or committee equal to the product of (i) GarMark the right total number of directors on the Board and (ii) the percentage that the number of Shares owned by the Purchaser and its affiliates bears to designate one (1) voting Board the total number of Directors memberoutstanding Shares. Notwithstanding the foregoing, and each of GarMark and Moore in the right event that Xxxxxx's designees are to designate xxx (1) non-voting Board of Directors observer, each of whom will be given notice of, and permitted appointed or elected to attend, all meetings of the Company's Board of Directors, and until the Effective Time, there shall be at least two Continuing Directors (iias defined in the "Introduction") GarMark the right to designate one (1) voting committee member, and each of GarMark and Moore one (1) non-voting commitxxx xbserver, to each of on the Company's Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and any other committee that is created or established after the date hereof, each of whom will be given notice of, and permitted to attend, all meetings of each such committee. On the Closing Date, the Company, acting through its Board of Directors, provided that in the event that the number of Continuing Directors and in accordance with its Charter Documents and applicable Lawshall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall (ibe only one remaining) (A) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of the Merger Agreement. The Company has agreed, upon request of the Purchaser, promptly either to increase the size of its the Board of Directors by one (1), (B) elect the person referred to hereinabove (or such other person as may be selected by GarMark) to the newly created directorship to hold office until his successor is elected at a special or annual meeting of the stockholders and (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which extent permitted by the Company's management or Board Certificate of Directors holds proxies (including undesignated proxiesIncorporation) unless otherwise provided by and/or to use its reasonable best efforts to secure the stockholders submitting resignations of such proxies) number of directors as is necessary to enable the person referenced in the preceding clause (B) Purchaser's designees to be elected to the Board and to cause the Purchaser's designees to be so elected. The Merger Agreement also provides that following the election or appointment of the Purchaser's designees to the Company's Board of Directors and (ii) increase Directors, until the size of each Effective Time, any amendment of the Compensation CommitteeMerger Agreement requiring action by the Board or any amendment to the Certificate of Incorporation or by-laws of the Company, Stock Incentive Plan Committeeany termination of the Merger Agreement by the Company, Finance Committeeany extension of time for performance of any of the obligations or other acts of Parent or the Purchaser or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company and any material transaction with Parent, Audit Committeethe Purchaser or any affiliate thereof, and if any other committee unless such transaction is created or established after on terms no less favorable to the date hereofCompany than the Company would obtain in a similar transaction with an unrelated third party, of such committee, by one (1), and cause will require the person referred to hereinabove (or such other person as may be selected by GarMark) to become a member thereof. In the event any director, or member approval of a committeemajority of the Continuing Directors. The Company's obligation to appoint the Purchaser's designees to the Board of Directors is subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. THE MERGER. The Merger Agreement provides that, elected following the purchase of Shares pursuant to this Section 7.2 the Offer, the approval of the Merger Agreement by the shareholders of the Company and the satisfaction or waiver of the other conditions to the Merger, the Purchaser shall be merged with and into the Company, in accordance with NYBCL, whereupon the separate existence of the Purchaser shall cease to serve as a director or member, as applicable, for any reason, and the Company shall cause be the surviving corporation (subject to the provisions "Surviving Corporation"). The Merger shall become effective upon the filing of its Charter Documents and applicable Law) a Certificate of Merger with the vacancy resulting thereby to be filled as promptly as practicable by a person selected by GarMark. Notwithstanding any provision hereof, on the date, if any, that any Initial Purchaser entitled to exercise the rights provided in this Section 7.2 beneficially owns less than 25% Secretary of State of the Common Stock that would be issuable to State of New York or at such Initial Purchaser upon its conversion of the Preferred Stock acquired on the Closing Date (assuming that the shares of the Preferred Stock would be converted at a conversion price of $6.00 per share, subject to the adjustments time thereafter as is provided in the Certificate of Designations with respect to conversion price Merger (the "Effective Time"). As a result of the Merger, all of the rights, privileges, powers and franchises of the Company and the number of shares issuable upon conversion), then the Company's obligations set forth in this Section 7.2 with respect to such Initial Purchaser shall cease vest in the Surviving Corporation, and be all restrictions, disabilities, liabilities and obligations of no further effectthe Company and the Purchaser shall become the restrictions, disabilities, liabilities and obligations of the Surviving Corporation.

The Company's Board of Directors. On 7.1 Five directors will serve on the Closing Date grant (i) GarMark Company's Board of Directors in such a way that each shareholder holding 20% of the issued and paid up share capital of the Company will be entitled to appoint one director for the Company. In order to determine the right to designate appoint a director, the shareholder will not be entitled to add the number of shares held by it to the shares held by another shareholder, apart from the shares held by a company controlled by it and/or a company which controls it and/or a company, which is controlled by one that controls it (1) voting together, hereinafter: "A RELATED COMPANY"). In this agreement, "CONTROL" - as defined in clause 1 of the Securities Law - 1968. 7.2 Every party will be entitled to object for reasonable business reasons, to the identity of a director that the other party appointed, including an alternate director or an acting director for that director (in this clause below, together: "DIRECTOR"), provided that it will not be entitled to object to the appointment of a director employed in a full time capacity by one of the parties and/or a related party to it and/or one who holds at least 10% of the share capital of one of the parties and/or a related company to it. 7.3 The position of Chairman of the Board of Directors memberwill be a director appointed by NUR. To avoid doubt it is hereby clarified that in the event of a parity of votes, and each the Chairman of GarMark and Moore the right Board will not have a casting vote. 7.4 As long as Ogen will be entitled to designate xxx (1) non-voting appoint two directors, the quorum for holding a meeting of the Board of Directors observer, each of whom will be given notice ofat least two directors, on condition that at least one director appointed by Ogen and permitted at least one director appointed by NUR are present. In every case where Ogen will not be entitled to attendappoint two directors, all meetings the quorum for holding a meeting of the Board of Directors will be a majority of the directors. 7.5 Decisions of the Board of Directors will be taken with a simple majority of votes of directors present and participating, provided that resolutions for the following matters will be passed with a majority of at least 75% of the votes of the directors present and voting: a. Distribution of a dividends to the Company's shareholders; b. Approval of allotment of securities of the Company; c. A decision for raising finance for the Company's operations from its shareholders and/or with their guarantee in addition and over and above the financing, which the parties must put at the disposal of the Company as detailed in clauses 8.1 and 8.2 below; d. Expanding or changing the field of operation of the Company over and above current operations; e. Establishing subsidiaries and/or related companies and/or partnerships and/or the transfer of the Company's operations to one of them; f. Transactions where an officer in the Company has a personal interest, provided that regarding such transactions that are an "exceptional transaction", the approval of the general meeting of the shareholders of the Company is required, as long it is required by Law. It is agreed by the parties that implementation of the assembly agreement, the development agreement and the management agreement will not be considered an exceptional transaction and the approval of the transaction between the Company and NUR in accordance with these agreements, will require the approval of the Company's Board of Directors, and (ii) GarMark the right to designate one (1) voting committee member, and each Directors only. 7.6 The other provision regarding appointment of GarMark and Moore one (1) non-voting commitxxx xbserver, to each of directors are as detailed in the Company's Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and any other committee that is created or established after the date hereof, each of whom will be given notice of, and permitted to attend, all meetings of each such committee. On the Closing Date, the Company, acting through its Board of Directors and in accordance with its Charter Documents and applicable Law, shall (i) (A) increase the size of its Board of Directors by one (1), (B) elect the person referred to hereinabove (or such other person as may be selected by GarMark) to the newly created directorship to hold office until his successor is elected at a special or annual meeting of the stockholders and (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which the Company's management or Board of Directors holds proxies (including undesignated proxies) unless otherwise provided by the stockholders submitting such proxies) the person referenced in the preceding clause (B) to be elected to the Company's Board of Directors and (ii) increase the size of each of the Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and if any other committee is created or established after the date hereof, of such committee, by one (1), and cause the person referred to hereinabove (or such other person as may be selected by GarMark) to become a member thereof. In the event any director, or member of a committee, elected pursuant to this Section 7.2 shall cease to serve as a director or member, as applicable, for any reason, the Company shall cause (subject to the provisions of its Charter Documents and applicable Law) the vacancy resulting thereby to be filled as promptly as practicable by a person selected by GarMark. Notwithstanding any provision hereof, on the date, if any, that any Initial Purchaser entitled to exercise the rights provided in this Section 7.2 beneficially owns less than 25% of the Common Stock that would be issuable to such Initial Purchaser upon its conversion of the Preferred Stock acquired on the Closing Date (assuming that the shares of the Preferred Stock would be converted at a conversion price of $6.00 per share, subject to the adjustments provided in the Certificate of Designations with respect to conversion price and the number of shares issuable upon conversion), then the Company's obligations set forth in this Section 7.2 with respect to such Initial Purchaser shall cease and be of no further effectArticles.

The Company's Board of Directors. On the Closing Date grant (i) GarMark the right to designate one (1) voting Board of Directors member, and each of GarMark and Moore Xxxxx the right to designate xxx one (1) non-voting Board of Directors observer, each of whom will be given notice of, and permitted to attend, all meetings of the Company's Board of Directors, and (ii) GarMark the right to designate one (1) voting committee member, and each of GarMark and Moore Xxxxx one (1) non-voting commitxxx xbservercommittee observer, to each of the Company's Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and any other committee that is created or established after the date hereof, each of whom will be given notice of, and permitted to attend, all meetings of each such committee. On the Closing Date, the Company, acting through its Board of Directors and in accordance with its Charter Documents and applicable Law, shall (i) (A) increase the size of its Board of Directors by one (1), (B) elect the person referred to hereinabove (or such other person as may be selected by GarMark) to the newly created directorship to hold office until his successor is elected at a special or annual meeting of the stockholders and (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which the Company's management or Board of Directors holds proxies (including undesignated proxies) unless otherwise provided by the stockholders submitting such proxies) the person referenced in the preceding clause (B) to be elected to the Company's Board of Directors and (ii) increase the size of each of the Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and if any other committee is created or established after the date hereof, of such committee, by one (1), and cause the person referred to hereinabove (or such other person as may be selected by GarMark) to become a member thereof. In the event any director, or member of a committee, elected pursuant to this Section 7.2 shall cease to serve as a director or member, as applicable, for any reason, the Company shall cause (subject to the provisions of its Charter Documents and applicable Law) the vacancy resulting thereby to be filled as promptly as practicable by a person selected by GarMark. Notwithstanding any provision hereof, on the date, if any, that any Initial Purchaser entitled to exercise the rights provided in this Section 7.2 beneficially owns less than 25% of the Common Stock that would be issuable to such Initial Purchaser upon its conversion of the Preferred Stock acquired on the Closing Date (assuming that the shares of the Preferred Stock would be converted at a conversion price of $6.00 per share, subject to the adjustments provided in the Certificate of Designations with respect to conversion price and the number of shares issuable upon conversion), then the Company's obligations set forth in this Section 7.2 with respect to such Initial Purchaser shall cease and be of no further effect.

The Company's Board of Directors. On the Closing Date grant (ia) GarMark the right to designate one (1) voting Board of Directors member, and each of GarMark and Moore the right to designate xxx (1) non-voting Board of Directors observer, each of whom will be given notice of, and permitted to attend, all meetings of the Company's Board of Directors, and (ii) GarMark the right to designate one (1) voting committee member, and each of GarMark and Moore one (1) non-voting commitxxx xbserver, to each of the Company's Compensation Committee, Stock Incentive Plan Committee, Finance Committee, Audit Committee, and any other committee that is created or established As soon as reasonably practicable after the date hereof, each of whom will be given notice of, and permitted to attend, all meetings of each such committee. On the Closing Date, the CompanyCompany shall, acting through its Board of Directors and in accordance with its Charter Documents and applicable Lawupon the Purchaser’s request, shall take all actions as are necessary or desirable to enable the four (i4) (A) increase the size of its Board of Directors by one (1), (B) elect the person referred to hereinabove (or such other person as may be selected by GarMark) to the newly created directorship to hold office until his successor is elected at a special or annual meeting designees of the stockholders and Purchaser (C) in connection with any such subsequent election of directors, nominate, recommend and do all other acts and things to cause (including, without limitation, voting all shares for which the Company's management or Board of Directors holds proxies (including undesignated proxies) unless otherwise provided by the stockholders submitting such proxies) the person referenced in the preceding clause (B“Purchaser Designees”) to be so elected or designated to the Company's Board board of Directors and (ii) increase the size of each directors of the Compensation CommitteeCompany, Stock Incentive Plan Committeeincluding promptly filling vacancies or newly created directorships on the board of directors of the Company and/or promptly securing the resignations of all but Xxxx Xxxx, Finance Committee, Audit Committeewho will serve as the Company’s incumbent director, and if shall cause the Purchaser Designees to be so elected or designated at such time (such member of the board of directors of the Company immediately prior to any other committee is created or established the Purchaser Designees joining the board of directors of the Company who remains on the board of directors of the Company after the date hereofPurchaser Designees join the board of directors of the Company, of such committee, by one (1the “Continuing Director”), and cause . As soon as reasonably practicable after the person referred to hereinabove (or such other person as may be selected by GarMark) to become a member thereof. In the event any director, or member of a committee, elected pursuant to this Section 7.2 shall cease to serve as a director or member, as applicable, for any reasonClosing Date, the Company shall also, upon the Purchaser’s request, cause the Purchaser Designees to serve on and constitute the same percentage (rounded up to the next whole number) as is on the board of directors of the Company of (i) each committee of the board of directors of the Company, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Legal Requirements. (b) The Company’s obligations to appoint the Purchaser Designees to the board of directors of the Company shall be subject to Section 14(f) of the provisions of Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its Charter Documents obligations under this Section 2.5, including mailing to the Company’s shareholders any information required by Section 14(f) and applicable Law) Rule 14f-1 to enable the vacancy resulting thereby Purchaser Designees to be filled as promptly as practicable elected or designated to the board of directors of the Company at the time or times contemplated by a person selected by GarMark. Notwithstanding any provision hereof, on the date, if any, that any Initial Purchaser entitled to exercise the rights provided in this Section 7.2 beneficially owns less than 25% of the Common Stock that would 2.5. The Purchaser shall supply or cause to be issuable to such Initial Purchaser upon its conversion of the Preferred Stock acquired on the Closing Date (assuming that the shares of the Preferred Stock would be converted at a conversion price of $6.00 per share, subject supplied to the adjustments provided in the Certificate of Designations Company any information with respect to conversion price the Purchaser, its officers, directors and Affiliates, and the number proposed Purchaser Designees to the board of shares issuable upon conversion), then directors of the Company's obligations set forth in this Company required by Section 7.2 with respect to such Initial Purchaser shall cease 14(f) and be of no further effectRule 14f-1.