Common use of Designation of Directors Clause in Contracts

Designation of Directors. (a) So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders shall be entitled, from time to time, to select a Person who shall not be an Affiliate of ▇▇▇▇▇▇▇▇▇ and who shall have the right to designate by notice to the Company up to two persons (the first of whom, subject to his completion of the D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, shall initially be ▇▇▇▇ Auf Der Hyde) to serve from time to time as members of the Board of Directors, provided, that each of such person(s) designated to serve as a member of the Board of Directors (1) so long as ▇▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, is reasonably acceptable to ▇▇▇▇▇▇▇▇▇ and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of ▇▇▇▇▇▇▇▇▇. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with ▇▇▇▇▇▇▇▇▇ on such terms as shall be acceptable to ▇▇▇▇▇▇▇▇▇ pursuant to which such person(s) shall agree not to share or convey any non-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts to cause the election of the person(s) so designated to serve as members of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person(s) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors. In case any person designated as a member of the Board of Directors pursuant to this Section 3.16 shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.16. (b) In the event that approval of the stockholders of the Company shall be required to elect the person(s) designated to serve as a member of the Board of Directors pursuant to this Section 3.16, the Company shall call a meeting of stockholders to be held within 90 days after the date such person(s) is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as ▇▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, the rights and obligations under this Section 3.16 may not be waived or amended without the consent of ▇▇▇▇▇▇▇▇▇.

Designation of Directors. (a) So During the term of this Agreement, the Stockholders will vote all shares of voting capital stock of the Company held by them and will otherwise use their best efforts to cause to be elected to the Board of Directors of the Company eight individuals, of whom (i) so long as any principal amount the Founders, in the aggregate, own at least 50% of this Note or the Other Notes remains outstanding, Common Stock to be owned by them (after giving effect to the Majority Holders sales of Common Stock to be made by them to the Purchasers pursuant to Section 1.01 and Section 1.04 of the Purchase Agreement) (A) three directors (the "▇▇▇▇▇▇▇▇ Designees") shall be entitled, from time to time, to select a Person who shall not be an Affiliate of designated by ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇ and who shall have the right to designate by notice to the Company up to "), provided that not more than two persons (the first of whom, subject to his completion of the D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, shall initially be ▇▇▇▇▇▇▇▇ Auf Der Hyde) to serve from time to time as members Designees may be an officer or employee of the Board of DirectorsCompany or any subsidiary thereof, provided, that each of such person(sand (B) designated to serve as a member one director (who shall not be an affiliate of the Board Stockholders or of Directors the Company) (1the "Founders Designee") shall be designated by a majority in interest of the Founders, subject to the consent of the Purchasers, which consent shall not be unreasonably withheld; and (ii) so long as the Purchasers, in the aggregate, own at least 50% of the Common Stock acquired by them on the Initial Closing Date or subsequently acquired by them pursuant to the Purchase Agreement (treating for purposes of such computation each holder of Preferred Stock as the holder of the number of shares of Common Stock at the time issuable upon conversion of such shares), (x) two directors (the "WCAS Designees") shall be designated by Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VII, L.P. ("WCAS VII"), (y) one director (the "Sprout Designee") shall be designated by Sprout Growth II, L.P. ("Sprout"), and (z) one director (who shall not be an affiliate of the Stockholders or of the Company) (the "Purchaser Designee") shall be designated by a majority in interest of the Purchasers, subject to the consent of the Founders, which consent shall not be unreasonably withheld. The Company shall pay all reasonable out-of-pocket expenses incurred by any such individual or individuals in attending meetings of the Company's Board of Directors and committee meetings thereof. (b) ▇▇▇▇▇▇▇▇▇ holds , WCAS VII, Sprout, or a majority in interest of the Purchasers or the Founders, as the case may be, may from time to time choose any or all or any portion of this Note or any Other Note, is reasonably acceptable the persons who are to ▇be ▇▇▇▇▇▇▇▇ Designees, WCAS Designees, the Sprout Designee, the Purchaser Designee or the Founders Designee, as the case may be, and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of ▇▇▇▇▇▇▇▇▇. Any person(s) so designated for election to shall have the Board of Directors shall enter into an agreement with ▇▇▇▇▇▇▇▇▇ on such terms as shall be acceptable to ▇▇▇▇▇▇▇▇▇ pursuant to which such person(s) shall agree not to share or convey any non-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts right to cause the election removal or replacement of the person(s) so designated any of their respective designees. If any designee shall cease to serve as members be a member of the Board of Directors as promptly as possible. If for any of the Company by reason under applicable law of resignation, death, disability or removal or otherwise, then the Company’s By-laws any party entitled to designate such designee cannot immediately shall designate a successor to such person and the Stockholders will vote all shares of voting capital stock of the Company then held by them and will otherwise use their best efforts to cause such designee to be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person(s) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors. In case any person designated as a member of the Board of Directors pursuant to this Section 3.16 shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.16. (b) In the event that approval of the stockholders of the Company shall be required to elect the person(s) designated to serve as a member of the Board of Directors pursuant to this Section 3.16, the Company shall call a meeting of stockholders to be held within 90 days after the date such person(s) is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as ▇▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, the rights and obligations under this Section 3.16 may not be waived or amended without the consent of ▇▇▇▇▇▇▇▇▇.

Designation of Directors. (a) So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders shall be entitled, from time to time, to select a Person who shall not be an Affiliate of ▇▇▇▇▇▇▇▇▇ Alexandra and who shall have the right to designate by notice to the Company up to two persons (the first of whom, subject to his completion of the D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, shall initially be ▇▇▇▇ Radu Auf Der Hyde) to serve from time to time as members of the Board of Directors, provided, that each of such person(s) designated to serve as a member of the Board of Directors (1) so long as ▇▇▇▇▇▇▇▇▇ Alexandra holds all or any portion of this Note or any Other Note, is reasonably acceptable to ▇▇▇▇▇▇▇▇▇ Alexandra and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of ▇▇▇▇▇▇▇▇▇Alexandra. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with ▇▇▇▇▇▇▇▇▇ Alexandra on such terms as shall be acceptable to ▇▇▇▇▇▇▇▇▇ Alexandra pursuant to which such person(s) shall agree not to share or convey any non-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts to cause the election of the person(s) so designated to serve as members of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person(s) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors. In case any person designated as a member of the Board of Directors pursuant to this Section 3.16 shall 3.16shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.16. (b) In the event that approval of the stockholders of the Company shall be required to elect the person(s) designated to serve as a member of the Board of Directors pursuant to this Section 3.16, the Company shall call a meeting of stockholders to be held within 90 days after the date such person(s) is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as ▇▇▇▇▇▇▇▇▇ Alexandra holds all or any portion of this Note or any Other Note, the rights and obligations under this Section 3.16 may not be waived or amended without the consent of ▇▇▇▇▇▇▇▇▇Alexandra.

Designation of Directors. (a) So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders The initial Holder shall be entitled, from time entitled to time, elect either to select a Person who shall not be an Affiliate of ▇▇▇▇▇▇▇▇▇ and who shall have the right to designate by notice to the Company up to two persons (the first of whom, subject to his completion of the D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, shall initially be ▇▇▇▇ Auf Der Hyde) to serve from time to time as members of the Board of Directors, provided, that each of such person(s) designated to serve as a member of the Board of Directors (1) so long as ▇▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, is reasonably acceptable to ▇▇▇▇▇▇▇▇▇ and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of ▇▇▇▇▇▇▇▇▇. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with ▇▇▇▇▇▇▇▇▇ on such terms as shall be acceptable to ▇▇▇▇▇▇▇▇▇ pursuant to which such person(s) shall agree not to share or convey any non-public information such person(s) learns in its role as select a director. The Company shall, from time to time, use its best efforts to cause the election of the person(s) so designated to serve as members of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right Person to be present at all meetings of the Board of DirectorsDirectors as an observer ( the “Observer”), but shall not be entitled without the Observer having the right to vote on any action taken at such meeting. The initial Holder shall notify the Company of his election within 90 calendar days from the date of this Note and shall provide the Company with the details of the proposed member of the Board of Directors or the Observer, (ii) the as applicable. The Company shall provide the Observer (i) notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(sii) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person(siii) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors In the event that the initial Holder elects to have a Person to serve from time to time as a member of the Board of Directors, any such Person designated by the Holder to serve as a member of the Board of Directors shall be subject to the prompt completion of a background check by the Company and the consent of the Company which shall not be unreasonably withheld The Company shall, from time to time, use its best efforts to cause the election of the person so designated to serve as a member of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s charter any such designee cannot immediately be elected to the Board of Directors, then until such time as such person is elected to the Board of Directors (i) the person so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors,. In case any person designated as a member of the Board of Directors pursuant to this Section 3.16 3.14 shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders Holder shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.163.14. (b) In the event that approval of the stockholders of the Company shall be required to elect the person(s) person designated to serve as a member of the Board of Directors pursuant to this Section 3.163.14, such member shall be nominated for election at the Company shall call a next meeting of the Company’s stockholders to be held within 90 days after the date such person(s) person is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as ▇▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, the rights and obligations under this Section 3.16 may not be waived or amended without the consent of ▇▇▇▇▇▇▇▇▇.

Designation of Directors. (a) So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders shall be entitled, from time to time, to select a Person who shall not be an Affiliate of ▇▇▇▇▇▇▇▇▇ Alexandra and who shall have the right to designate by notice to the Company up to two persons (the first of whom, subject to his completion of the D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, whom shall initially be D▇▇▇▇ Auf Der Hyde▇▇▇▇▇▇▇▇▇) to serve from time to time as members of the Board of Directors, provided, that each of such person(s) designated to serve as a member of the Board of Directors (1) so long as ▇▇▇▇▇▇▇▇▇ Alexandra holds all or any portion of this Note or any Other Note, is reasonably acceptable to ▇▇▇▇▇▇▇▇▇ Alexandra and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of ▇▇▇▇▇▇▇▇▇Alexandra. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with ▇▇▇▇▇▇▇▇▇ Alexandra on such terms as shall be acceptable to ▇▇▇▇▇▇▇▇▇ Alexandra pursuant to which such person(s) shall agree not to share or convey any non-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts to cause the election of the person(s) so designated to serve as members of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person(s) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors. In case any person designated as a member of the Board of Directors pursuant to this Section 3.16 shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.16. (b) In the event that approval of the stockholders of the Company shall be required to elect the person(s) designated to serve as a member of the Board of Directors pursuant to this Section 3.16, the Company shall call a meeting of stockholders to be held within 90 days after the date such person(s) is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as ▇▇▇▇▇▇▇▇▇ Alexandra holds all or any portion of this Note or any Other Note, the rights and obligations under this Section 3.16 may not be waived or amended without the consent of ▇▇▇▇▇▇▇▇▇Alexandra.

Designation of Directors. (a) So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders shall be entitled, from time to time, to select a Person who shall not be an Affiliate of ▇▇▇▇▇▇▇▇▇ and who shall have the right to designate by notice to the Company up to two persons (the first of whom, subject to his completion of the D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, whom shall initially be ▇▇▇▇▇ Auf Der Hyde▇▇▇▇▇▇▇▇▇) to serve from time to time as members of the Board of Directors, provided, that each of such person(s) designated to serve as a member of the Board of Directors (1) so long as ▇▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, is reasonably acceptable to ▇▇▇▇▇▇▇▇▇ and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of ▇▇▇▇▇▇▇▇▇. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with ▇▇▇▇▇▇▇▇▇ on such terms as shall be acceptable to ▇▇▇▇▇▇▇▇▇ pursuant to which such person(s) shall agree not to share or convey any non-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts to cause the election of the person(s) so designated to serve as members of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person(s) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors. In case any person designated as a member of the Board of Directors pursuant to this Section 3.16 shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.16. (b) In the event that approval of the stockholders of the Company shall be required to elect the person(s) designated to serve as a member of the Board of Directors pursuant to this Section 3.16, the Company shall call a meeting of stockholders to be held within 90 days after the date such person(s) is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as ▇▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, the rights and obligations under this Section 3.16 may not be waived or amended without the consent of ▇▇▇▇▇▇▇▇▇.

Designation of Directors. (a) So long as any principal amount of this Note or the Other Notes remains outstanding, the Majority Holders shall be entitled, from time to time, to select a Person who shall not be an Affiliate of ▇A▇▇▇▇▇▇▇▇ and who shall have the right to designate by notice to the Company up to two persons (the first of whom, subject to his completion of the D&O Questionnaire and the prompt completion of background and other reasonable due diligence investigations to the Company’s reasonable satisfaction, shall initially be ▇R▇▇▇ Auf Der Hyde) to serve from time to time as members of the Board of Directors, provided, that each of such person(s) designated to serve as a member of the Board of Directors (1) so long as ▇A▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, is reasonably acceptable to ▇A▇▇▇▇▇▇▇▇ and at least one other holder of this Note or any Other Notes and (2) is not an Affiliate of ▇A▇▇▇▇▇▇▇▇. Any person(s) so designated for election to the Board of Directors shall enter into an agreement with ▇A▇▇▇▇▇▇▇▇ on such terms as shall be acceptable to ▇A▇▇▇▇▇▇▇▇ pursuant to which such person(s) shall agree not to share or convey any non-public information such person(s) learns in its role as a director. The Company shall, from time to time, use its best efforts to cause the election of the person(s) so designated to serve as members of the Board of Directors as promptly as possible. If for any reason under applicable law or the Company’s By-laws any such designee cannot immediately be elected to the Board of Directors, then until such time as such person(s) is elected to the Board of Directors (i) the person(s) so designated shall have the right to be present at all meetings of the Board of Directors, but shall not be entitled to vote on any action taken at such meeting, (ii) the Company shall provide notice to such person(s) of the date, place and time of each such meeting at least the same period in advance as the shortest such notice provided to any member of the Board of Directors, (iii) the Company shall provide such person(s) all agendas and other information and materials provided to the Board of Directors contemporaneously with the time the Company provides the same to the Board of Directors and (iv) the Company shall provide to such person(s) copies of each proposed unanimous written consent of the Board of Directors which consent is given to all members of the Board of Directors for execution by the directors during such period, at the same time such written consent is given to all members of the Board of Directors. In case any person designated as a member of the Board of Directors pursuant to this Section 3.16 shall resign, die, be removed from office or otherwise be unable to serve, the Majority Holders shall be entitled to appoint a Person to designate a replacement pursuant to, and in accordance with, this Section 3.16. (b) In the event that approval of the stockholders of the Company shall be required to elect the person(s) designated to serve as a member of the Board of Directors pursuant to this Section 3.16, the Company shall call a meeting of stockholders to be held within 90 days after the date such person(s) is so designated, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after such date, preliminary proxy materials which set forth a proposal to seek the approval of the election of such designee(s), and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for such stockholder meeting to its stockholders at least 30 days prior to the date of such stockholder meeting and shall actively solicit proxies to vote for the election of such designee(s). (c) Notwithstanding anything herein to the contrary, so long as ▇A▇▇▇▇▇▇▇▇ holds all or any portion of this Note or any Other Note, the rights and obligations under this Section 3.16 may not be waived or amended without the consent of ▇A▇▇▇▇▇▇▇▇.