Common use of Board of Directors Representation Clause in Contracts

Board of Directors Representation. Issuer and each Stockholder (whether in its capacity as a stockholder, director, or officer of Issuer or otherwise) shall take or cause to be taken all actions, do or cause to be done all things, and execute and deliver or cause to be executed and delivered all documents, instruments, certificates, further assurances, or other papers, that may be necessary, appropriate, or desirable (including, without limitation, in the case of each Stockholder: (x) by attending stockholder and board of directors meetings in person or by proxy for purposes of obtaining a quorum at such meetings, and executing written consents in lieu of meetings; and (y) by voting at every annual or special meeting of the stockholders of Issuer and at every continuation or adjournment thereof, and on every action or approval by written consent of the stockholders of Issuer in lieu of any such meeting, all voting Securities then owned or controlled, directly or indirectly, thereby) in order to ensure that, so long as Investor holds, directly or indirectly by an Affiliate, not fewer than 333,333 shares of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, and the like): (i) not fewer than one nominee of Investor is at all times duly elected or appointed as a director of Issuer; (ii) if the aggregate number of GCI Concept Facilities (as defined in the Development Agreement) equals or exceeds ten, not fewer than two nominees of Investor are at all times duly elected or appointed as directors of Issuer; (iii) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is one, the number of individuals comprising the entire board of directors of Issuer shall not exceed seven; (iv) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is two, the number of individuals comprising the entire board of directors of Issuer shall not exceed eight; and (v) for a period of no less than three years, unless Ro▇▇▇▇ ▇▇▇▇▇▇ ▇s physically unable to perform under the conditions of his current Employment Agreement as provided in the Disclosure Schedule, no new employment agreement will be entered into by Issuer with the chief executive officer of Issuer; and no employment agreement with the chief executive officer of Issuer will be unreasonably amended or otherwise modified during such three-year period. (b) Concurrently with the execution of this Agreement, each Stockholder shall deliver to Investor a proxy in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the fullest extent permitted by law and shall state the total number of shares of capital stock of Issuer beneficially owned by such Stockholder.

Board of Directors Representation. Issuer and each Stockholder Following the conversion of the Preferred Share into Common Shares, for so long as the Investor or any affiliate of the Investor holds any Warrants and, in the event of the exercise of such Warrants in full by the Investor, until the first annual meeting following the exercise of all of such Warrants at which the Investor or an affiliate of the Investor may vote the Common Shares received upon such exercise of all the Warrants: (whether in its capacity a) the Investor or such affiliate of the Investor shall, subject to compliance with applicable Laws with respect to qualification for service as a stockholder, director, be entitled to nominate two (2) directors (the "Investor Directors") to stand for election to the Board of Directors and the Corporation shall use its best efforts to have the Investor Directors so elected to the Board of Directors; (b) except as required by applicable Laws regarding committees of boards of directors, to the extent that any committees of the Board of Directors are established, one (1) Investor Director shall be entitled to participate on each such committee, other than any independent committee formed in connection with matters that may relate to the Investor or officer its affiliates; (c) the Investor or such affiliate of Issuer or otherwisethe Investor shall, subject to compliance with applicable Laws with respect to qualification for service as a director, be entitled to nominate one (1) shall take or cause director to be taken all actions, do or cause to be done all thingsthe Board of Directors of each Subsidiary of the Corporation, and execute the Corporation, as shareholder of such Subsidiaries, shall vote its shares and deliver or cause to be executed and delivered take all documents, instruments, certificates, further assurances, or other papers, actions that may be necessaryrequired to ensure the election or appointment of the nominees contemplated by this Section 6.2(c); (d) except as required by applicable Laws regarding committees of boards of directors, appropriate, or desirable (including, without limitation, in to the case extent that any committees of each Stockholder: (x) by attending stockholder and any board of directors meetings in person or by proxy for purposes of obtaining a quorum at such meetings, and executing written consents in lieu of meetings; and (y) by voting at every annual or special meeting any Subsidiary of the stockholders Corporation are established, one (1) member of Issuer and at every continuation each such committee shall be the person nominated pursuant to Section 6.2(c), other than any independent committee formed in connection with matters that may relate to the Investor or adjournment thereof, and on every action or approval by written consent of the stockholders of Issuer in lieu of any such meeting, all voting Securities then owned or controlled, directly or indirectly, thereby) in order to ensure that, so long as Investor holds, directly or indirectly by an Affiliate, not fewer than 333,333 shares of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, and the like):its affiliates; and (i) not fewer than one nominee of Investor is at all times duly elected or appointed as a director of Issuer; (iie) if a vacancy is created on the aggregate number Board of GCI Concept Facilities (as defined in the Development Agreement) equals Directors or exceeds ten, not fewer than two nominees of Investor are at all times duly elected or appointed as directors of Issuer; (iii) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is oneany of the Subsidiaries of the Corporation at any time by reason of death, disability, retirement, resignation, removal or otherwise of an Investor Director or the nominee of the investor or the affiliate of the Investor, as the case may be, the number Investor or such affiliate of individuals comprising the entire board of directors of Issuer Investor shall not exceed seven; (iv) if be entitled to forthwith designate a successor director to fill the number of individuals Investor is entitled pursuant vacancy created thereby and the Corporation shall use its best efforts to this Section 2(a) to nominate have such successor director elected or appointed to the board Board of directors of Issuer is two, the number of individuals comprising the entire board of directors of Issuer shall not exceed eight; and (v) for a period of no less than three years, unless Ro▇▇▇▇ ▇▇▇▇▇▇ ▇s physically unable to perform under the conditions of his current Employment Agreement as provided in the Disclosure Schedule, no new employment agreement will be entered into by Issuer with the chief executive officer of Issuer; and no employment agreement with the chief executive officer of Issuer will be unreasonably amended or otherwise modified during such three-year periodDirectors. (b) Concurrently with the execution of this Agreement, each Stockholder shall deliver to Investor a proxy in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the fullest extent permitted by law and shall state the total number of shares of capital stock of Issuer beneficially owned by such Stockholder.

Board of Directors Representation. (a) Issuer and each Stockholder (whether in its capacity as a stockholder, director, or officer of Issuer or otherwise) shall take or cause to be taken all actions, do or cause to be done all things, and execute and deliver or cause to be executed and delivered all documents, instruments, certificates, further assurances, or other papers, that may be necessary, appropriate, or desirable (including, without limitation, in the case of each Stockholder: (x) by attending stockholder and board of directors meetings in person or by proxy for purposes of obtaining a quorum at such meetings, and executing written consents in lieu of meetings; and (y) by voting at every annual or special meeting of the stockholders of Issuer and at every continuation or adjournment thereof, and on every action or approval by written consent of the stockholders of Issuer in lieu of any such meeting, all voting Securities then owned or controlled, directly or indirectly, thereby) in order to ensure that, so long as Investor holds, directly or indirectly by an Affiliate, not fewer than 333,333 shares of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, and the like): (i) not fewer than one nominee of Investor is at all times duly elected or appointed as a director of Issuer; (ii) if the aggregate number of GCI Concept Facilities (as defined in the Development Agreement) equals or exceeds ten, not fewer than two nominees of Investor are at all times duly elected or appointed as directors of Issuer; (iii) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is one, the number of individuals comprising the entire board of directors of Issuer shall not exceed seven; (iv) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is two, the number of individuals comprising the entire board of directors of Issuer shall not exceed eight; and (v) for a period of no less than three years, unless Ro▇▇▇▇ ▇▇▇▇▇▇ ▇s Robert Spivak is physically unable to perform under the conditions of his current ▇▇▇ ▇▇rrent Employment Agreement as provided in the Disclosure Schedule, no new employment agreement will be entered into by Issuer with the chief executive officer of Issuer; and no employment agreement with the chief executive officer of Issuer will be unreasonably amended or otherwise modified during such three-year period. (b) Concurrently with the execution of this Agreement, each Stockholder shall deliver to Investor a proxy in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the fullest extent permitted by law and shall state the total number of shares of capital stock of Issuer beneficially owned by such Stockholder.

Board of Directors Representation. Issuer and each Stockholder (whether in its capacity as a stockholder, director, or officer of Issuer or otherwisea) shall take or cause to be taken all actions, do or cause to be done all things, and execute and deliver or cause to be executed and delivered all documents, instruments, certificates, further assurances, or other papers, that may be necessary, appropriate, or desirable (including, without limitation, in the case of each Stockholder: (x) by attending stockholder and board of directors meetings in person or by proxy for purposes of obtaining a quorum at such meetings, and executing written consents in lieu of meetings; and (y) by voting at every annual or special meeting of the stockholders of Issuer and at every continuation or adjournment thereof, and on every action or approval by written consent of the stockholders of Issuer in lieu of any such meeting, all voting Securities then owned or controlled, directly or indirectly, thereby) in order to ensure that, so long as Investor holds, directly or indirectly by an Affiliate, not fewer than 333,333 shares of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, and the like): (i) not fewer than one nominee of Investor is at all times duly elected or appointed as a director of Issuer; (ii) if the aggregate number of GCI Concept Facilities (as defined in the Development Agreement) equals or exceeds ten, not fewer than two nominees of Investor are at all times duly elected or appointed as directors of Issuer; (iii) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is one, the number of individuals comprising the entire board of directors of Issuer shall not exceed seven; (iv) if the number of individuals Investor is entitled pursuant to this Section 2(a) to nominate to the board of directors of Issuer is two, the number of individuals comprising the entire board of directors of Issuer shall not exceed eight; and (v) for a period of no less than three years, unless Ro▇Rob▇▇▇ ▇▇▇▇▇▇ ▇s ▇ physically unable to perform under the conditions of his current Employment Agreement as provided in the Disclosure Schedule, no new employment agreement will be entered into by Issuer with the chief executive officer of Issuer; and no employment agreement with the chief executive officer of Issuer will be unreasonably amended or otherwise modified during such three-year period. (b) Concurrently with the execution of this Agreement, each Stockholder shall deliver to Investor a proxy in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the fullest extent permitted by law and shall state the total number of shares of capital stock of Issuer beneficially owned by such Stockholder.