Representation on Board of Directors Clause Samples

Representation on Board of Directors. Member shall have no right to appoint a representative to the Board of Directors.

Representation on Board of Directors. So long as any Shares remain outstanding, the Company will use its best efforts to cause and maintain the election to the Board of Directors of (a) two people designated by the holders of a majority of the Series C Preferred Stock outstanding, including Common Stock issued upon conversion of such Series C Preferred Stock (each a "Series C Director"), and (b) two people designated by the holders of a majority of the Series A and Series B Preferred Stock outstanding, including Common Stock issued upon conversion of such Series A and B Preferred Stock. One Series C Director shall be designated by The Sprout Group and the other Series C Director shall be designated, subject to the consent of The Sprout Group, by a holder of at least 2,419,355 shares of Series C Preferred Stock in the aggregate. In the event that two or more holders of Series C Preferred Stock, other than The Sprout Group, each hold in excess of 2,419,355 shares of Series C Preferred Stock, then that holder holding the greatest number of shares of Series C Preferred Stock shall have the right to designate the remaining Series C Director. In the event that two or more such holders hold an equal number of Series C Preferred Stock, then The Sprout Group shall determine which of them shall designate the remaining Series C Director. For the purposes of this paragraph, a "holder" shall include the affiliates of any holder.

Representation on Board of Directors. The Management Company shall take such actions as may be necessary to provide that a physician member of the Medical Group may attend and observe meetings of the Management Company's Board of Directors; provided, however, that such physician member shall not be entitled to vote on any matters acted upon by the Management Company's Board of Directors; provided further, that the obligations under this Section 17.8 shall become null and void upon the consummation of an initial public offering of the Management Company's common stock.

Representation on Board of Directors. The Company shall maintain its Board of Directors in accordance with the terms of its Restated Certificate of Incorporation and the Certificate of Designation. The Company shall maintain a provision in its Bylaws or charter providing for the indemnification of its directors to the fullest extent permitted by the laws of Delaware.

Representation on Board of Directors. So long as the shares of the Company's Common Stock issued or issuable under the Warrants or Notes (as defined in the Loan Agreement) and any other equity securities held by the Investors constitute at least ten

Representation on Board of Directors. Each of Alignvest and Sagicor shall take all necessary actions such that at the Effective Time the Alignvest Board shall be comprised of the following directors: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ (as nominees of Sagicor), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (as nominees of Alignvest II LP and the parties to the K and H Subscription Agreements). If any such person is unable to serve for any reason the nominating party shall have the right to nominate a replacement”. (d) Section 7.01(d) of the Arrangement Agreement is amended by adding at the end thereof “(or, if applicable pursuant to TSX procedures, within five (5) Business Days following the Effective Time).”. (e) Section 8.02(b)(i) of the Arrangement Agreement, as amended pursuant to the First Amendment, is deleted in its entirety and replaced with the following: (i) the Effective Time shall not have occurred on or before November 30, 2019 (the “Outside Date”); provided that, if on the Outside Date any of the conditions set forth in Section 7.01(d), Section 7.01(f), Section 7.01(g), Section 7.01(h), Section 7.01(i) or Section 7.01(j) (to the extent relating to the matters set forth in Section 7.01(f), Section 7.01(g), Section 7.01(h) or Section 7.01(i)) shall not have been satisfied but all other conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Effective Time, but provided that such conditions shall then be capable of being satisfied if the Effective Time were to occur on the Outside Date), then the Outside Date may be extended by either Party by delivery of written notice to the other Party to December 31, 2019 and such date shall become the Outside Date for purposes of this Agreement; and provided, further that, the right to terminate this Agreement pursuant to this Section 8.02(b)(i) shall not be available to any Party if the failure of the Effective Time to occur on or before the Outside Date is caused by a failure of such Party to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time and such action or failure to perform constitutes a breach in any material respect of this Agreement; or”.

Representation on Board of Directors. Prior to Closing, Millennium’s Board of Directors will enlarge the Board to consist of five members and will appoint Jimi Beach ▇▇▇▇▇▇▇▇ within 60 days from Closing a member of the Board to fill one of the vacancies created thereby. Thereafter, for the term of his employment by Bong, Millennium will use its reasonable best efforts to nominate ▇▇. ▇▇▇▇▇▇▇▇ to continue as a Board member and to include him in management’s proxy statement.

Representation on Board of Directors. The Management Company shall take such actions as may be necessary to provide that a physician member of the Medical Group be appointed as a member of the Management Company's Board of Directors; provided, however, that the obligations under this Section 16.9 shall become null and void upon the consummation of an initial public offering of the Management Company's common stock.

Representation on Board of Directors. ENEL shall be entitled to nominate one director to sit on Echelon’s Board of Directors and all successors of such director (collectively, the “ENEL Nominee” and, upon appointment or election to the Board of Directors, the “ENEL Director”), provided that ENEL Group owns at least 2,000,000 Shares (or such other number of Shares as may be agreed in writing by Echelon and ENEL). ENEL shall provide Echelon written notice of the initial ENEL Nominee at least fifteen (15) days prior to the Closing Date. Each ENEL Nominee must be experienced in networking technology, and must otherwise be acceptable to Echelon’s Board of Directors as of the date of the nomination. Echelon shall cause the initial ENEL Nominee to be appointed to the Board of Directors, with effect as of the next shareholders’ meeting of Echelon and that successive ENEL Nominees are duly elected and qualified (subject to ENEL Group owning 2,000,000 shares as provided above). Each ENEL Director shall serve until an ENEL Nominee is duly appointed or elected and qualified as his successor as provided herein. The ENEL Director shall use his best efforts to attend at least six meetings of the Board of Directors each year, subject to unforeseen difficulties. In the event that the ENEL Director is unable to attend a meeting in person, Echelon shall make reasonable arrangements for video conference or teleconference attendance from Italy. Any ENEL Director shall at the reasonable request of Echelon excuse himself from all discussions and deliberations of Echelon’s Board of Directors (or any committee constituted by the Board) that may involve conflicts of interest on the part of the ENEL Group, such as discussions concerning competitors of the ENEL Group or the relationship between Echelon and the ENEL Group.