Common use of Additional Independent Director Clause in Contracts

Additional Independent Director. (i) As promptly as practicable following the execution of this Agreement, but in any event no later than forty-five (45) days from the date of this Agreement, the Company and ▇▇▇▇▇▇ shall cooperate in good faith to agree upon one (1) additional director (the “Second Director” and, together with the First Director, the “Newly Appointed Directors” and each, a “Newly Appointed Director”) to serve as a Class III director, with a term expiring at the Company’s 2021 annual meeting of shareholders (including any adjournments or postponements thereof, the “2021 Annual Meeting”). The Second Director shall be selected from a list of candidates prepared by the Company, and ▇▇▇▇▇▇ shall provide input by suggesting names of individuals for consideration as candidates (the “Second Director Process”). Upon selection of the Second Director, the Board shall increase the size of the Board at that time by one (1) director and take all action necessary to appoint the Second Director to the Board to serve as a Class III director. (ii) The Board will nominate the Second Director for election to the Board at the Company’s 2021 Annual Meeting with a term expiring at the Company’s 2024 annual meeting of shareholders (including any adjournments or postponements thereof). (iii) The Board will determine the Second Director’s “independence” under the rules and regulations of Nasdaq, the SEC rules and regulations and the guidelines of the Company’s independent registered public accounting firm and in accordance with its customary and generally applicable procedures for evaluating director candidates.