Common use of Nomination of Director Clause in Contracts

Nomination of Director. (a) Effective as of the Effective Date and until the date on which one (1) MLD Royalty Product (as defined in the APA), in respect of which Orchard Therapeutics (Europe) Limited has obtained a marketing authorization or biologics license application and made the first bona fide commercial sale for which revenue has been recognized (the “Director Nomination Term”), as further described below, GSK shall have the right to nominate one (1) individual reasonably acceptable to the Company (the “Nominee”) to serve on the Board of Directors of the Company (the “Board”) as a Class III director. Subject to Section 1(b), during the Director Nomination Term, the Board and all applicable committees and subcommittees thereof shall take all action necessary so that the Nominee shall stand for election by the Company’s shareholders (the “Shareholders”) at each annual general meeting of the Company at which Class III directors are required to stand for re-election (each, an “Annual Meeting”), it being understood that the next such Annual Meeting is scheduled for the year 2021. The Company agrees to (i) include the Nominee in any proxy statement or written consent prepared by the Company for each such Annual Meeting and recommend and solicit proxies for the election of the Nominee at each such Annual Meeting (and at every adjournment or postponement thereof), (ii) cause all ordinary shares represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the Nominee, and (iii) otherwise support the Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. (b) As a condition to the nomination of the Nominee in accordance with this Section 1, the Nominee shall provide any information that the Company reasonably requires, including without limitation information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards and information in connection with assessing eligibility, independence or other criteria applicable to directors under applicable law, stock exchange rules or listing standards. If, at any time (including without limitation, prior to the Nominee’s election or re-election to the Board), the Board learns of a Disqualifying Event (as defined below), then the Board may, in its sole discretion, (i) not take any of the actions required by Section 1(a) above (and the Company shall have no obligations pursuant to Section 1(a) above), or (ii) if the Nominee is then serving on the Board, request that the Nominee resign from the Board and any committees thereof (a “Resignation Request”). Immediately following delivery of a Resignation Request to the Nominee, the Nominee shall take any and all actions to resign from the Board and any committees thereof which shall be effective immediately and in the absence of such resignation, the Board may remove the Nominee from the Board without the consent of the Nominee. A “Disqualifying Event” means any of the following: (x) conduct by the Nominee that is or would reasonably be expected to be materially harmful to the business, interests or reputation of the Company, it being understood that the Nominee’s commission of, being indicted or charged with, or making a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud shall be deemed materially harmful to the business of the Company; or (y) the Nominee’s material violation of any provision of any Company Policy (as defined below) or any agreement(s) between the Nominee and the Company (and/or any of its Affiliates (as defined below)). As used herein, “Affiliate” means, with respect to any specified person or entity, any other person or entity that directly, or indirectly, controls or is controlled by, or is under common control with, such person or entity.

Appears in 2 contracts

Sources: Director Nomination Agreement, Director Nomination Agreement (Orchard Rx LTD)

Nomination of Director. (a) Effective as 2.1 Conditional upon the CPPIB having acquired Shares in the Investment with a value at the time of the Effective Date acquisition of at least the CPPIB Minimum Investment, for so long as CPPIB (together with its respective Affiliates) owns Shares equal to 100% of the number of Purchased Shares, CPPIB will be entitled to nominate for appointment or as a candidate for election to the Board one CPPIB Director Nominee and until to nominate another person for appointment or election in that person’s place should that person’s office be vacated. 2.2 CPPIB shall consult with the date on which one Nominating and Governance Committee to select a mutually agreeable CPPIB Director Nominee to be nominated by the Nominating and Governance Committee for appointment or election to the Board (1) MLD Royalty Product (as defined in such agreement by the APANominating and Governance Committee not to be unreasonably withheld or delayed), in respect and the Company shall use its reasonable best efforts to support the nomination of which Orchard Therapeutics the CPPIB Director Nominee by the Nominating and Governance Committee. CPPIB agrees that it shall use its reasonable best efforts to select a CPPIB Director Nominee that is neither a citizen nor a resident of the United States. In the event that CPPIB’s initial CPPIB Director Nominee is not acceptable to the Nominating and Governance Committee (Europe) Limited has obtained a marketing authorization or biologics license application and made the first bona fide commercial sale for which revenue has been recognized (the “Director Nomination Term”acting reasonably), as further described below, GSK CPPIB shall have the right to nominate one (1propose additional CPPIB Director Nominee(s) individual reasonably acceptable until a candidate is mutually agreed between CPPIB and the Nominating and Governance Committee. For the avoidance of doubt, the Nominating and Governance Committee, in considering any CPPIB Director Nominee, shall have the discretion to consider all relevant factors in evaluating such nominee, including, but not limited to, the Company (current composition of the “Nominee”) to serve Board, the areas of expertise represented or needed on the Board of Directors and the preference for geographic or other diversity of the Company (Board. 2.3 Following mutual agreement of the “Board”) as a Class III director. Subject to Section 1(b), during the CPPIB Director Nomination TermNominee, the Board and all applicable committees and subcommittees thereof Company shall take all action necessary so that the use its reasonable best efforts to put forward such CPPIB Director Nominee shall stand for election by at the Company’s shareholders (the “Shareholders”) at each annual general meeting of the Company at which Class III directors next applicable AGM or take such other steps as are required to stand for re-election (eachhave such CPPIB Director Nominee elected or appointed to the Board. If applicable, an “Annual Meeting”), it being understood that the next such Annual Meeting is scheduled for the year 2021. The Company agrees to (i) shall include the CPPIB Director Nominee in any proxy statement or written consent prepared by the Company for each such Annual Meeting and recommend and solicit proxies for the election list of the Nominee at each such Annual Meeting (and at every adjournment or postponement thereof), (ii) cause all ordinary shares represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the Nominee, and (iii) otherwise support the Nominee nominees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. (b) As a condition to the each Proxy Statement following CPPIB’s nomination of the such CPPIB Director Nominee in accordance with this Section 1Clause 2 and take the same or equivalent steps to support the election of such CPPIB Director Nominee as the Company takes to support all other nominee Non-Executive Directors. Upon the closing of the Investment, the Company shall use its reasonable best efforts to have the initial CPPIB Director Nominee shall provide any information that appointed by the Board as soon as possible to act as Director in Class III of the Board, filling a vacancy in such Class by an increase in the size of the Board. 2.4 If the office of a CPPIB Director Nominee is vacated or he is not re-elected as a CPPIB Director Nominee, CPPIB will be entitled, by giving written notice to the Company, to nominate a replacement CPPIB Director Nominee for appointment or as a candidate for election. 2.5 Unless CPPIB gives written notice to the Company reasonably requires, including without limitation information required that it does not wish the CPPIB Director Nominee it has appointed to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards and information in connection with assessing eligibility, independence or other criteria applicable to directors under applicable law, stock exchange rules or listing standards. If, at any time (including without limitation, prior to the Nominee’s election or nominated for re-election at the time that such CPPIB Director Nominee is required to seek re-election pursuant to the Board)Constitutional Documents, the Company shall (subject to the other provisions of this Agreement) use its reasonable best efforts to ensure that the CPPIB Director Nominee is recommended as a candidate for re-election. 2.6 In the event that CPPIB (together with its Affiliates) ceases to own Shares equal to 100% of the number of Purchased Shares, the CPPIB Director Nominee shall offer to resign from the Board. The Board learns of a Disqualifying Event (as defined below), then the Board mayshall, in its sole discretion, decide to accept or decline such resignation (i) for the avoidance of doubt, the CPPIB Director Nominee shall not take any of the actions required by Section 1(a) above (and the Company shall have no obligations pursuant to Section 1(a) above), or (ii) if the Nominee is then serving on the Board, request that the Nominee resign be precluded from resigning from the Board in accordance with the Constitutional Documents and any committees thereof (a “Resignation Request”). Immediately following delivery of a Resignation Request to applicable law, and the Nominee, the CPPIB Director Nominee shall take any and all actions be subject to resign removal from the Board and any committees thereof which in accordance with the Constitutional Documents or applicable law). 2.7 Any nomination for appointment or election of a CPPIB Director Nominee by CPPIB under this Clause 2 shall be effective immediately and by notice in writing delivered to the absence of such resignation, the Board may remove the Nominee from the Board without the consent Company Secretary of the Nominee. A “Disqualifying Event” means any Company and signed on behalf of CPPIB by an authorised signatory. 2.8 CPPIB shall be responsible for the following: (x) conduct by the Nominee that is or would reasonably be expected to be materially harmful remuneration and expenses owed to the business, interests or reputation CPPIB Director Nominee in respect of the Company, it being understood that the Nominee’s commission of, being indicted or charged with, or making a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud shall be deemed materially harmful his services rendered to the business of the Company; or (y) the Nominee’s material violation of any provision of any Company Policy (as defined below) or any agreement(s) between the Nominee and the Company (and/or any of its Affiliates (as defined below)). As used herein, “Affiliate” means, with respect to any specified person or entity, any other person or entity that directly, or indirectly, controls or is controlled by, or is under common control with, such person or entityBoard.

Appears in 2 contracts

Sources: Director Nomination Agreement (Markit Ltd.), Director Nomination Agreement (Markit Ltd.)