Common use of Board Appointment Clause in Contracts

Board Appointment. On and after the Closing, L▇▇▇▇ shall have the right to select a designee to be elected to the Board (the “L▇▇▇▇ Designee”), who shall initially be F▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. Any such designee must meet the qualifications for director set forth in the Company’s organizational documents and corporate governance policies, and must be willing to serve and to comply with Applicable Law and stock exchange rules, including filing any necessary or advisable reports with, or otherwise submitting any necessary or advisable information to, the SEC. The Company shall take all such steps as are necessary, subject to Applicable Law, to cause the election of the L▇▇▇▇ Designee to the Board as a Class II director promptly following the Closing, including increasing the number of directors constituting the Board to ten (10). Thereafter, upon request from L▇▇▇▇ and subject to Applicable Law, shall include the L▇▇▇▇ Designee for so long as such individual continues to meet the foregoing requirements, as a Class II Board nominee (or such other class as the Board may so determine) in proxy materials soliciting stockholder votes in the election of members of Class II (or such other class as the Board may so determine) of the Board at any annual meeting or special meeting at which such Class II directors are to be elected, and shall recommend to the Company’s stockholders the election of the L▇▇▇▇ Designee. Subject to the foregoing, the director nominees to be presented to the stockholders at any annual or special meeting called for the purpose of electing directors shall be selected by the nominating committee of the Board (it being understood and agreed that the nominating committee shall be comprised at all times of a majority of independent Directors).

Appears in 1 contract

Sources: Stockholders Agreement (Albany Molecular Research Inc)

Board Appointment. On and after the Closing, L▇▇▇▇ shall have the right to select a designee to be elected to the Board (the “L▇▇▇▇ Designee”), who shall initially be F▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. Any such designee must meet the qualifications for director set forth in the Company’s organizational documents and corporate governance policies, and must be willing to serve and to comply with Applicable Law and stock exchange rules, including filing any necessary or advisable reports with, or otherwise submitting any necessary or advisable information to, the SEC. The Company shall take all such steps as are necessary, subject to Applicable Law, to cause the election of the L▇▇▇▇ Designee to the Board as a Class II director promptly following the Closing, including increasing the number of directors constituting the Board to ten (10). Thereafter, upon request from L▇▇▇▇ and subject to Applicable Law, shall include the L▇▇▇▇ Designee for so long as such individual continues to meet the foregoing requirements, as a Class II Board nominee (or such other class as the Board may so determine) in proxy materials soliciting stockholder votes in the election of members of Class II (or such other class as the Board may so determine) of the Board at any annual meeting or special meeting at which such Class II directors are to be elected, and shall recommend to the Company’s stockholders the election of the L▇▇▇▇ Designee. Subject to the foregoing, the director nominees to be presented to the stockholders at any annual or special meeting called for the purpose of electing directors shall be selected by the nominating committee of the Board (it being understood and agreed that the nominating committee shall be comprised at all times of a majority of independent Directors).

Appears in 1 contract

Sources: Stockholders Agreement

Board Appointment. On and after the Closing, L▇▇▇▇ shall have the right to select a designee to be elected to the Board (the “L▇▇▇▇ Designee”), who shall initially be F▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇_________. Any such designee must meet the qualifications for director set forth in the Company’s organizational documents and corporate governance policies, and must be willing to serve and to comply with Applicable Law and stock exchange rules, including filing any necessary or advisable reports with, or otherwise submitting any necessary or advisable information to, the SEC. The Company shall take all such steps as are necessary, subject to Applicable Law, to cause the election of the L▇▇▇▇ Designee to the Board as a Class II I director promptly following the Closing, including increasing the number of directors constituting the Board to ten (10). Thereafter, upon request from L▇▇▇▇ and subject to Applicable Law, shall include the L▇▇▇▇ Designee for so long as such individual continues to meet the foregoing requirements, as a Class II I Board nominee (or such other class as the Board may so determine) in proxy materials soliciting stockholder votes in the election of members of Class II I (or such other class as the Board may so determine) of the Board at any annual meeting or special meeting at which such Class II I directors are to be elected, and shall recommend to the Company’s stockholders the election of the L▇▇▇▇ Designee. Subject to the foregoing, the director nominees to be presented to the stockholders at any annual or special meeting called for the purpose of electing directors shall be selected by the nominating committee of the Board (it being understood and agreed that the nominating committee shall be comprised at all times of a majority of independent Directors).

Appears in 1 contract

Sources: Share Purchase Agreement (Albany Molecular Research Inc)