Common use of Composition of Board of Directors Clause in Contracts

Composition of Board of Directors. (a) Immediately after the consummation of the Stock Purchase (the "Closing"), the Board of Directors shall take such corporate actions as are necessary to cause an individual designated by the Stockholder and reasonably acceptable to the Board of Directors, which designee shall not be an officer or an employee of the Parent, the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made (the "Stockholder Designee"), to be appointed to the Board of Directors. The directors comprising the Board of Directors immediately after the Closing shall be otherwise unchanged from those as of the date of this Agreement, and the individuals listed on Exhibit 2.01 hereto shall, for the purposes of this Agreement, constitute the Independent Directors at such time. (b) Following the Closing and until the Standstill Termination Date, the Company, the Parent, the Stockholder and their respective Affiliates shall take all such actions as are required under applicable law to cause Independent Directors to constitute at all times at least a majority of the Board of Directors. At each annual meeting of stockholders of the Company following the Closing, or at any time that a vacancy in a seat previously occupied by an Independent Director on the Board of Directors is to be filled, the identity of the Independent Director or Directors to stand for election to the Board of Directors or to fill the vacancy, as the case may be, shall be determined by a Majority Vote. (c) Following the Closing and until the Standstill Termination Date, upon the death, resignation or disability of any Stockholder Designee, the Company shall take all such corporate actions as are necessary to cause a successor individual designated by the Stockholder and reasonably acceptable to the Board of Directors of the Company by a Majority Vote, which designee shall not be an officer or an employee of the Parent, the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made, to be appointed to the Board of Directors. (d) Without the prior written consent of the Parent, the Company shall not amend, alter or repeal its amended and restated certificate of incorporation or by-laws so as to eliminate or diminish the ability of stockholders of the Company to act by written consent or Section 1.10 of the Company's by-laws.

Composition of Board of Directors. (a) Immediately after On the consummation date hereof, the Board of Directors has, pursuant to the powers granted to it under the Bylaws, increased the size of the Board of Directors by one and elected the BVF Designee to fill the vacancy so created on the Board of Directors, to serve in such capacity from the date hereof through the earlier of (i) the 2003 Annual Meeting, and until his successor shall have been duly appointed and qualified, or (ii) the Director Termination Date. The BVF Designee also has been appointed by the Board of Directors to serve on the Nominating Committee and the Corporate Governance Committee. (b) Until the Director Termination Date, the Board of Directors shall, at each meeting of stockholders of the Company at which the term of the BVF Designee is scheduled to expire, nominate the BVF Designee to stand for election as a director of the Company for a succeeding term in accordance with the Company's procedures for nomination of directors as provided for in its Bylaws, for election, recommend such election and solicit proxies in respect thereof and vote the shares of Common Stock Purchase represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board of Directors in connection with such meeting in favor of the BVF Designee, except for such proxies that specifically indicate a vote to withhold authority with respect to the BVF Designee. (c) Until the "Closing")Director Termination Date, but subject to the provisions of paragraph (e) of this Section 2.01, the Board of Directors shall take such corporate actions as are necessary to cause an individual designated by the Stockholder and reasonably acceptable to the Board of Directors, which designee shall not be an officer or an employee of the Parent, the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made (the "Stockholder Designee"), to be appointed to the Board of Directors. The directors comprising the Board of Directors immediately after the Closing shall be otherwise unchanged from those as of the date of this Agreement, and the individuals listed on Exhibit 2.01 hereto shall, for the purposes of this Agreement, constitute the Independent Directors at such time. (b) Following the Closing and until the Standstill Termination Date, the Company, the Parent, the Stockholder and their respective Affiliates shall take all such actions as are required under applicable law to cause Independent Directors to constitute at all times at least a majority of the Board of Directors. At each annual meeting of stockholders of the Company following the Closing, or at any time that a vacancy in a seat previously occupied by an Independent Director created on the Board of Directors is by reason of the death, resignation or removal of the then serving BVF Designee to be filledfilled by the successor BVF Designee named by the Stockholders. (d) While serving on the Board of Directors and any committee thereof, the identity BVF Designee shall be entitled to all the rights and privileges and subject to all the obligations of the other directors and committee members; provided that the BVF Designee shall not be entitled to (i) participate in or observe, and shall upon the good faith request of the Board of Directors or any such committee recuse himself from, any meeting or portion thereof at which the Board of Directors or any such committee is evaluating and/or taking action with respect to (x) the ownership of Voting Securities by any member of the Restricted Group, (y) the exercise of any of the Company's rights or enforcement of any of the obligations of any member of the Restricted Group under this Stockholders Agreement (including, without limitation, the exercise by the Company of its right to purchase Common Stock of the Restricted Group pursuant to Article VI) or (z) any transaction proposed by, or with, any member of the Restricted Group; or (ii) receive any compensation payable to directors for service on the Board of Directors and/or any committee thereof, including the grant or award of any Equity Securities; provided that the BVF Designee shall be entitled to reimbursement of reasonable travel expenses and coverage under the Company's directors' and officers' insurance policy to the same extent provided generally to the members of the Board of Directors who are not also officers of the Company in accordance with the Company's policies. The Board of Directors or any such committee shall be entitled to take such actions as it shall deem reasonably necessary or appropriate to carry out the provisions of the preceding sentence. (e) The Stockholders shall use reasonable best efforts to insure that the BVF Designee shall at all times be an Independent Director. If (x) the BVF Designee shall not meet the definition of an Independent Director hereunder and (y) the Board of Directors does not at the time, or will not within thirty (30) days, satisfy the listing requirements of the principal stock exchange or securities market on which the Common Stock is then listed or traded because the Board of Directors does not consist of a majority of Independent Directors, written notice of such determination shall be given to stand BVF, which shall during the thirty (30) day period following such notification name a new BVF Designee who BVF in good faith believes would qualify as an Independent Director; provided that BVF shall be deemed not to have acted in good faith for election this purpose if, among other reasons, the proposed successor BVF Designee (i) has not agreed to serve as the BVF Designee or (ii) does not qualify as an Independent Director for a similar reason that the incumbent BVF Designee fails to qualify as an Independent Director. If the Stockholders and the Board of Directors agree on a successor BVF Designee in accordance with the preceding sentence, the Stockholders shall cause the incumbent BVF Designee to resign from the Board of Directors and the successor BVF Designee shall be elected to the Board of Directors or to fill the vacancy, as the case may be, shall be determined by a Majority Vote. in accordance with paragraph (c) Following the Closing and until the Standstill Termination Date, upon the death, resignation or disability of any Stockholder Designee, the Company shall take all such corporate actions as are necessary to cause a successor individual designated by the Stockholder and reasonably acceptable to this Section 2.01. If the Board of Directors determines that the successor BVF Designee proposed by BVF in good faith does not qualify as an Independent Director, the Board of Directors shall be entitled to increase the size of the Company by a Majority VoteBoard of Directors to nine (9) directors and elect two new directors who it determines do qualify as Independent Directors. (f) The Stockholders shall no longer be entitled to have the BVF Designee serve on the Board of Directors from and after the Director Termination Date, at which designee shall not be an officer or an employee of time the Parent, Stockholders will cause the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period BVF Designee immediately preceding the date such determination is made, to be appointed to resign from the Board of Directors. (d) Without the prior written consent of the Parent, the Company shall not amend, alter or repeal its amended and restated certificate of incorporation or by-laws so as to eliminate or diminish the ability of stockholders of the Company to act by written consent or Section 1.10 of the Company's by-laws.

Composition of Board of Directors. (a) Immediately after No later than December 8, 2005, the consummation Board of Directors shall, pursuant to the powers granted to it under the Bylaws, increase the size of the Board of Directors by three and elect the initial Third Point Designees named in this Stockholders Agreement to fill the new directorships so created on the Board of Directors and to serve in such capacity from such date of election through the Director Termination Date. (b) Until and including the earlier of (i) the Director Termination Date and (ii) an annual meeting of the Company to be held during 2007, the Board of Directors shall, at each meeting of stockholders of the Company at which the terms of the Third Point Designees are scheduled to expire, nominate the Third Point Designees to stand for election as directors of the Company for a succeeding term in accordance with the Company's procedures for nomination of directors as provided for in its Bylaws, recommend such election and solicit proxies in respect thereof and vote the shares of Common Stock Purchase represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board of Directors in connection with such meeting in favor of the Third Point Designees, except for such proxies that specifically indicate a vote to withhold authority with respect to the Third Point Designees. (c) Until the "Closing")Director Termination Date, the Board of Directors shall take cause any vacancy created on the Board of Directors by reason of the death, resignation or removal of a then serving Third Point Designee to be filled promptly by a successor Third Point Designee named by the Stockholders as follows: (i) In the event of the death or disability of a Third Point Designee, or following the termination of all employment of a Third Point Designee with all of the Stockholders, the Stockholders shall be entitled to designate a replacement for the vacancy left by the death or disability, or termination of such corporate actions as are necessary full-time employment, of such Third Point Designee by written notice delivered to cause the Company to serve on the Board of Directors in accordance with Section 7.03 of this Agreement. Such subsequently designated Third Point Designee shall be an individual designated of high personal integrity and ethics, relevant expertise and professional experience and such other qualifications, as determined by the Stockholder nominating committee of the Board of Directors. Such subsequent nomination shall be promptly reviewed by and reasonably acceptable subject to the approval of the nominating committee and thereafter such replacement shall be promptly elected to the Board of Directors, which designee shall not be an officer or an employee provided such approval of the Parent, the Stockholder or the Company or any nominating committee and of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made (the "Stockholder Designee"), to be appointed to the Board of Directors. The directors comprising the Board of Directors immediately after the Closing shall not be otherwise unchanged from those as of the date of this Agreement, and the individuals listed on Exhibit 2.01 hereto shall, for the purposes of this Agreement, constitute the Independent Directors at such timeunreasonably withheld or delayed. (bii) Following the Closing Other than pursuant to Section 2.01(c)(i) above, and until the Standstill Termination Dateonly following June 2, 2006, the CompanyStockholders shall only be entitled to replace one of the initial Third Point Designees (or any substitute Third Point Designee permitted under Section 2.01(c)(i) above). Such subsequently designated Third Point Designee shall be an individual of high personal integrity and ethics, relevant expertise and professional experience and such other qualifications, as determined by the Parent, the Stockholder and their respective Affiliates shall take all such actions as are required under applicable law to cause Independent Directors to constitute at all times at least a majority nominating committee of the Board of Directors. At each annual meeting of stockholders Such subsequent nomination shall be promptly reviewed by and subject to the approval of the nominating committee and thereafter such replacement shall be promptly elected to the Board of Directors, provided such approval of the nominating committee and of the Board of Directors shall not be unreasonably withheld or delayed. In the event the Stockholders desire to replace one of the Third Point Designees as permitted pursuant to this Section 2.01(c)(ii), the Stockholders shall provide written notice of their desire to replace such Third Point Designee in accordance with Section 7.03 of this Agreement. (iii) The Stockholders shall provide the information requested pursuant to Section 2.03 to the Company following and the Closing, or at Board of Directors regarding any time that a vacancy in a seat previously occupied by an Independent Director substitute Third Point Designee permitted under this Section 2.01(c). (d) While serving on the Board of Directors is and any committee thereof, each Third Point Designee shall be entitled to be filled, all the identity rights and privileges of the Independent Director other directors and committee members, including, without limitation, access to the Company's outside advisors; provided that each Third Point Designee shall not be entitled to participate in or Directors to stand for election to observe, and shall upon the good faith request of the Board of Directors or to fill the vacancyany such committee recuse himself or herself from, as the case may be, shall be determined by a Majority Vote. (c) Following the Closing and until the Standstill Termination Date, upon the death, resignation any meeting or disability of any Stockholder Designee, the Company shall take all such corporate actions as are necessary to cause a successor individual designated by the Stockholder and reasonably acceptable to portion thereof at which the Board of Directors or any such committee is evaluating and/or taking action with respect to (x) the ownership of Voting Securities specifically by any member of the Company by a Majority VoteRestricted Group, which designee shall not be an officer or an employee (y) the exercise of any of the ParentCompany's rights or enforcement of any of the obligations of any member of the Restricted Group under this Stockholders Agreement or (z) any transaction proposed by, or with, any member of the Stockholder or the Company Restricted Group. The Board of Directors or any such committee shall be entitled to take such actions as it shall deem reasonably necessary or appropriate to carry out the provisions of their respective Affiliatesthe preceding sentence. (e) The Stockholders shall no longer be entitled to have the Third Point Designees serve on the Board of Directors from and after the Director Termination Date, at which time the Stockholders will cause the Third Point Designees immediately to resign from the Board of Directors. In furtherance thereof, each Third Point Designee shall provide, upon election or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made, to be appointed appointment to the Board of Directors, an executed resignation effective upon a Director Termination Date. (d) Without the prior written consent of the Parent, the Company shall not amend, alter or repeal its amended and restated certificate of incorporation or by-laws so as to eliminate or diminish the ability of stockholders of the Company to act by written consent or Section 1.10 of the Company's by-laws.

Composition of Board of Directors. (a) Immediately after Effective at the consummation Effective Time, there shall be two vacancies on the Board of Directors either by (i) an increase in the Board of Directors in accordance with the terms of BFP's Certificate of Incorporation and By-laws, (ii) director resignations or (iii) a combination thereof. Effective at the Effective Time the Board of Directors shall elect two designees of Century to fill the two vacancies on the Board of Directors created in accordance with the preceding sentence, to serve from the Effective Time until the end of their respective terms. The two designees of Century shall be elected to different classes of the Stock Purchase Board of Directors. For so long as one or more nominees of Century is a director of BFP, one of such nominees shall be designated as a Vice Chairman of the Board of Directors. (b) Thereafter, and subject to the "Closing")next succeeding sentence, the Board of Directors (or any Committee of the Board of Directors which nominates directors) shall, in connection with each meeting of stockholders of BFP at which the term of any Century director expires, nominate for election as a director of BFP, in accordance with BFP's procedures for nomination of directors as provided for in its By-laws, a designee of Century to stand for election for a succeeding term, and shall vote all management proxies in favor of such nominee, except for such proxies that specifically indicate to the contrary. BFP shall recommend its stockholders to vote in favor of such nominees, and shall use reasonable efforts to solicit from its stockholders proxies voted in favor of such nominees. Notwithstanding the foregoing, Century shall cease to have the right to designate, or cause the nomination or election of any member of the Board of Directors from and after such date as the Restricted Group beneficially owns Outstanding Voting Securities representing less than 5% of the Voting Power of all Outstanding Voting Securities. The obligation of the Board of Directors hereunder to nominate for election as directors individuals designated by Century shall be subject to the foregoing limitation. (c) Until such time as the Restricted Group beneficially owns Outstanding Voting Securities representing less than 5% of the Voting Power of all Outstanding Voting Securities, if any director designated by Century in accordance with this Section 2.01 shall decline or be unable to serve for any reason, or if such director resigns or is removed, the Board of Directors shall take such corporate actions as are necessary to cause an individual designated by promptly upon the Stockholder and reasonably acceptable to the Board request of Directors, which designee shall not be an officer Century nominate or an employee of the Parent, the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made (the "Stockholder Designee"), to be appointed to the Board of Directors. The directors comprising the Board of Directors immediately after the Closing shall be otherwise unchanged from those as of the date of this Agreement, and the individuals listed on Exhibit 2.01 hereto shall, for the purposes of this Agreement, constitute the Independent Directors at such time. (b) Following the Closing and until the Standstill Termination Date, the Company, the Parent, the Stockholder and their respective Affiliates shall take all such actions as are required under applicable law to cause Independent Directors to constitute at all times at least a majority of the Board of Directors. At each annual meeting of stockholders of the Company following the Closing, or at any time that a vacancy in a seat previously occupied by an Independent Director on the Board of Directors is to be filled, the identity of the Independent Director or Directors to stand for election to the Board of Directors or to fill the vacancyelect, as the case may be, shall be determined a new qualified person recommended by a Majority Vote. (c) Following the Closing and until the Standstill Termination Date, upon the death, resignation or disability of any Stockholder Designee, the Company shall take all Century to replace such corporate actions as are necessary to cause a successor individual designated by the Stockholder and reasonably acceptable to the Board of Directors of the Company by a Majority Vote, which designee shall not be an officer or an employee of the Parent, the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made, to be appointed to the Board of Directorsdesignee. (d) Without Until such time as the prior written consent Restricted Group beneficially owns Outstanding Voting Securities representing less than 5% of the ParentVoting Power of all Outstanding Voting Securities, the Company shall not amend, alter or repeal its amended and restated certificate of incorporation or by-laws so as to eliminate or diminish the ability at each meeting of stockholders of BFP, the Company Restricted Group shall vote the Voting Securities held by the Restricted Group (i) for the nominees recommended by the Board of Directors (provided such nominees include the nominees referred to act by written consent or Section 1.10 in paragraphs (a) and (b) above), and (ii) on all other proposals of the CompanyBoard of Directors, as the Restricted Group determines in its sole discretion. (e) Century shall promptly provide to BFP, as BFP may from time to time reasonably request, information regarding Century's by-lawsdesignees for the Board of Directors, for inclusion in any form, report, schedule, registration statement, definitive proxy statement or other documents required to be filed by BFP with the Securities and Exchange Commission. (f) The members of the Board of Directors designated by Century in accordance with this Section 2.01 shall be covered by directors and officers insurance in the same manner as provided by BFP for its directors and officers generally.

Composition of Board of Directors. (a) Immediately after No later than November 5, 2007, the consummation Board of Directors shall, pursuant to the powers granted to it under the Bylaws, appoint ▇▇▇▇▇▇▇ as the initial ▇▇▇▇▇▇▇ Designee to the appropriate class of the Board of Directors, determined in accordance with the Certificate of Incorporation, to fill a current vacancy on the Board of Directors and to serve in such capacity from such date of election through the Termination Date. (b) Until the Termination Date, the Board of Directors shall, cause the nomination for election or appointment of the ▇▇▇▇▇▇▇ Designee to the Board of Directors, including as necessary by nominating the ▇▇▇▇▇▇▇ Designee to stand for election as a director of the Company in accordance with the Company’s procedures for nomination of directors as provided for in its Bylaws, recommend such election and solicit proxies in respect thereof, and vote the shares of Common Stock Purchase represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board of Directors in favor of the ▇▇▇▇▇▇▇ Designee at any meeting where such election is considered, except for such proxies that specifically indicate a vote to withhold authority with respect to the ▇▇▇▇▇▇▇ Designee. (c) Until the "Closing")Termination Date, the Board of Directors shall take cause any vacancy created on the Board of Directors by reason of the death, resignation or removal of the then serving ▇▇▇▇▇▇▇ Designee to be filled promptly by a successor ▇▇▇▇▇▇▇ Designee named by the Stockholders as follows: (i) In the event of the death or disability of a ▇▇▇▇▇▇▇ Designee, or following the termination of employment of a ▇▇▇▇▇▇▇ Designee with all of the Stockholders, the Stockholders shall be entitled to designate a replacement for the vacancy left by the death or disability, or termination of such corporate actions as are necessary full-time employment, of such ▇▇▇▇▇▇▇ Designee by written notice delivered to cause the Company to serve on the Board of Directors in accordance with Section 7.4 of this Agreement. Such subsequently designated ▇▇▇▇▇▇▇ Designee shall be an individual designated of high personal integrity and ethics, relevant expertise and professional experience and such other qualifications, as determined by the Stockholder nominating committee of the Board of Directors. Such subsequent nomination shall be promptly reviewed by and reasonably acceptable subject to the approval of the nominating committee of the Board of Directors and thereafter such replacement shall be promptly elected or appointed to the Board of Directors, which designee provided such approval of the nominating committee and of the Board of Directors shall not be an officer unreasonably withheld or an employee delayed. (ii) The Stockholders shall provide the information requested pursuant to Section 2.2 to the Company and the Board of Directors regarding any substitute ▇▇▇▇▇▇▇ Designee permitted under this Section 2.1(c). (d) While serving on the Board of Directors and any committee thereof, the ▇▇▇▇▇▇▇ Designee shall be entitled to all the rights and privileges of the Parentother directors and committee members, including, without limitation, access to the Company’s outside advisors; provided, that, the Stockholder ▇▇▇▇▇▇▇ Designee shall not be entitled to participate in or observe, and shall upon the Company good faith request of the Board of Directors or any such committee recuse himself or herself from, any meeting or portion thereof at which the Board of their respective AffiliatesDirectors or any such committee is evaluating and/or taking action with respect to (x) the ownership of Voting Securities specifically by any member of the Restricted Group, (y) the exercise of any of the Company’s rights or enforcement of any of the obligations of any member of the Restricted Group under this Stockholders Agreement or (z) any transaction proposed by, or with, or any person who shall have served in other matter related specifically to, any member of the Restricted Group. The Board of Directors or any such capacity within committee shall be entitled to take such actions as it shall deem reasonably necessary or appropriate to carry out the three-year period provisions of the preceding sentence. (e) The Stockholders shall no longer be entitled to have a ▇▇▇▇▇▇▇ Designee serve on the Board of Directors from and after the Termination Date, at which time the Stockholders will cause the ▇▇▇▇▇▇▇ Designee to immediately preceding the date such determination is made (the "Stockholder Designee"), to be appointed to resign from the Board of Directors. The directors comprising In furtherance thereof, the Board of Directors immediately after parties agree that this Stockholders Agreement shall constitute the Closing shall be otherwise unchanged from those as ▇▇▇▇▇▇▇ Designee’s resignation upon the occurrence of the date of this Agreement, Termination Date and the individuals listed on Exhibit 2.01 hereto shall, for the purposes of this Agreement, constitute the Independent Directors at such time. (b) Following the Closing and until the Standstill Termination Date, the Company, the Parent, the Stockholder and their respective Affiliates resignation shall take all such actions as are required under applicable law to cause Independent Directors to constitute at all times at least a majority of the Board of Directors. At each annual meeting of stockholders of the Company following the Closing, or at any time that a vacancy in a seat previously occupied by an Independent Director automatically be effective on the Board of Directors is to be filled, the identity of the Independent Director or Directors to stand for election to the Board of Directors or to fill the vacancy, as the case may be, shall be determined Termination Date without any further action by a Majority Voteany party. (c) Following the Closing and until the Standstill Termination Date, upon the death, resignation or disability of any Stockholder Designee, the Company shall take all such corporate actions as are necessary to cause a successor individual designated by the Stockholder and reasonably acceptable to the Board of Directors of the Company by a Majority Vote, which designee shall not be an officer or an employee of the Parent, the Stockholder or the Company or any of their respective Affiliates, or any person who shall have served in any such capacity within the three-year period immediately preceding the date such determination is made, to be appointed to the Board of Directors. (d) Without the prior written consent of the Parent, the Company shall not amend, alter or repeal its amended and restated certificate of incorporation or by-laws so as to eliminate or diminish the ability of stockholders of the Company to act by written consent or Section 1.10 of the Company's by-laws.