Examples of Perseus Director in a sentence
Additionally, the holders of a majority of the outstanding principal amount of the Senior Secured Convertible Note(s) shall be deemed to have waived any breach of any covenant set forth in Section 6(b) hereof in the event that each Perseus Director votes in favor of the action that causes such breach, provided that all material terms related to the cause thereof were disclosed to such Board members.
Additionally, the holders of a majority of the outstanding principal amount of the Secured Note(s) shall be deemed to have waived any breach of any covenant set forth in Section 6(b) hereof in the event that each Perseus Director votes in favor of the action that causes such breach, provided that all material terms related to the cause thereof were disclosed to such Board members.
Notwithstanding anything to the contrary, if the approval of the Perseus Director is required for any Proposed Disposition pursuant to Section 11(e), then the provisions of Sections 8(a) through 8(c) hereof shall not apply.
In the absence of any notice from Perseus, the Perseus Director then serving and previously designated by Perseus shall be renominated.
In the event (i) the Requisite Number of Perseus Directors constitutes a majority of the members of the Board and (ii) it is necessary for one of such Perseus Directors to be “independent” within the definition of such term contained in Nasdaq Rule 4200(a)(15) (or any successor rule) for the Company to be in compliance with applicable Nasdaq Rules, Perseus shall select one Perseus Director who is “independent” under such rule.
The Company shall have issued the Management Rights Letter, which shall become effective as of the date of the first appointment of a Perseus Director.
Notwithstanding the foregoing, the Purchaser shall not be entitled to exercise the Perseus Observer rights set forth herein at any time that a Perseus Director is then serving on the Board; provided, however, that the Company reserves the right to exclude such Perseus Observer from access to any material or meeting or portion thereof if the Company in good faith believes that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons.
The indemnification rights set forth in such indemnification agreement shall be in addition to any rights that the Perseus Director may have at common law, pursuant to the Company's Articles of Incorporation, the Company's Bylaws, Resolutions of the Board of Directors, or otherwise.
The indemnification rights set forth in such indemnification agreement shall be in addition to any rights that the Perseus Director may have at common law, pursuant to the Company’s Articles of Incorporation, the Company’s Bylaws, Resolutions of the Board of Directors, or otherwise.
At least one Perseus Director shall have the right to attend and participate fully in a non-voting capacity in all meetings of each of the Board's Nominating and Corporate Governance and Compensation Committees, or any equivalent committees, including receipt of all information provided to Committee members at the same time such information is provided to Committee members.