Common use of Appointment of Directors Clause in Contracts

Appointment of Directors. The Company hereby covenants and agrees to take such action, promptly following the Closing Date, as is necessary to (i) increase the number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.

Appointment of Directors. The Company hereby covenants and agrees to take such actionthat, it shall, promptly following after the Initial Closing Dateand notice by the Purchasers, as is necessary to (i) increase the number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until an individual designated by the next annual general meeting of Purchasers (any such individual, the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another “Purchaser Designee”). In addition, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Common Shares, it shall include the two Purchaser Designees Designee on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees Designee shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus the Purchasers (the “Replacement DesigneesDesignee” and together with the Purchaser DesigneesDesignee, the “OrbiMed DesigneesDesignee”). Such Replacement Designees Designee shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 4.8 are subject to each the OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form. All rights and obligations provide herein are in addition to any other rights and obligations between the parties, and this Agreement shall not amend, repeal or otherwise modify in any manner any prior agreement or understanding between the parties that would adversely affect the rights of the Purchasers or their Affiliates with respect to the subject matter hereof.

Appointment of Directors. The Promptly upon the purchase of shares of Company hereby covenants Common Stock pursuant to the Offer, and agrees from lime to take time thereafter, the Parent shall be entitled to designate such actionnumber of directors, promptly following rounded up to the Closing Datenext whole number, as is necessary to (i) increase will give the number of positions Parent representation on the Board of Directors equal to seven the product of (i) the number of directors then on the Board of Directors and (ii) cause an individual designated the percentage that the number of shares of Company Common Stock purchased by Caduceus Merger Sub or the Parent or any affiliate pursuant to the Offer bears to the number of shares of Company Common Stock then outstanding (any the "Percentage"), and the Company shall, upon request by the Parent, promptly increase the size of the Board of Directors and/or exercise its reasonable efforts to secure the resignations of such individual a “Purchaser Designee”) number of directors as is necessary to enable the Parent's designees to be appointed elected to the Board of Directors until and shall cause the next annual general meeting Parent's designees to be so elected. At the request of the CompanyParent, the Company will use its reasonable efforts to cause such individuals designated by the Parent to constitute the same Percentage of (i) each committee of the Board of Directors, (ii) the board of directors of REI Barbados and (iii) the committees of the board of directors of REI Barbados. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees Company's obligations to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election appoint designees to the Board of Directors shall be subject to Section 14(f) of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x electionExchange Act. The Company further covenants shall take, at its expense, all action necessary to effect any such election, and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include in the two Purchaser Designees on management’s slate Schedule 14D-9 the information required by Section 14(f) of nominees for election the Exchange Act and Rule 14f-l promulgated thereunder. The Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-l. Notwithstanding anything stated herein, if shares of Company Common Stock are purchased pursuant to the Offer, Parent and Merger Sub shall use reasonable efforts to assure that until the Effective Time, the Company's Board of Directors of has at least one director who is a director on the Company at the next ensuing, date hereof and each subsequent, annual general meeting is not an employee of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.

Appointment of Directors. The (a) From and after the Company hereby covenants obtaining the Stockholder Approval, Dong-A shall have the right, subject to the terms hereof, to designate for appointment to the Board that number of directors commensurate with Dong-A’s and agrees to take such actionits Affiliates’ collective Beneficial Ownership of the Company Common Stock outstanding, promptly following the Closing Date, as is necessary to (i) increase with the number of positions on the Board of Directors directors that Dong-A is entitled to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed designate rounded up to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus nearest whole number (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed DA Designees”). Such Replacement Upon obtaining the Stockholder Approval, to the extent necessary to permit the designation of the DA Designees, the size of the Board shall be increased to that number of directors that would permit Dong-A to designate a number of directors to fill the vacancies created thereby that is commensurate with Dong-A’s and its Affiliates’ collective Beneficial Ownership of the Company Common Stock outstanding at such time (taking into account any DA Designees already serving on the Board at such time). By way of example, if upon obtaining the Stockholder Approval, Dong-A and its Affiliates collectively Beneficially Own 46% of the Company Common Stock outstanding, and immediately prior to the Stockholder Approval the Board is comprised of seven (7) directors including one (1) DA Designee, the Company would be required to increase the size of the Board to twelve (12) directors and Dong-A would have the right to appoint five (5) DA Designees to fill the vacant Board seats resulting from such increase, such that, effective upon receipt of the Stockholder Approval, Dong-A would have the right to designate six (6) of twelve (12) directors constituting the Board. Effective upon obtaining the Stockholder Approval, the Board will be reclassified so that DA Designees shall serve until be allocated to the classes of directors with the longest then-remaining terms under the Company’s next ensuing annual general meeting and, at such meeting certificate of incorporation and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), amended and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formrestated bylaws.

Appointment of Directors. The Company hereby covenants (a) From and agrees after the Closing, Everest shall have the right, so long as Everest and the Stockholders are in material compliance with this Agreement and subject to take the approval of such actionindividuals by the Board and the Nominating and Governance Committee of the Board, promptly following to designate up to two individuals for appointment to the Closing DateBoard (each such individual, as is an “Everest Designee”). To the extent necessary to (i) increase permit the number designation of positions on an Everest Designee, the size of the Board of Directors to seven shall be increased, and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) resulting vacancy shall be allocated to the class of directors with the longest then-remaining term permissible under the Company’s Certificate of Incorporation and Amended and Restated Bylaws as of the date of the designation of such Everest Designee and such Everest Designee shall be appointed to fill such vacancy. If after the Closing and prior to the date on which Everest has designated both Everest Designees pursuant to this Section 2.1(a) the Board of Directors until increases the next annual general meeting size of the Board other than for the purpose of appointing an Everest Designee to the Board, such vacancy shall be allocated to the class of directors with the shortest then-remaining term permissible under the Company’s Certificate of Incorporation and Amended and Restated Bylaws. Nothing in this Section 2.1 shall require the Company, the Board or the Nominating and Governance Committee of the Board to change the class of directors of an Everest Designee to other than the class of directors to which such Everest Designee is initially designated The parties agree that, provided such individuals are able and willing to serve as members of the Board, the initial Purchaser Everest Designees shall be Jxxxxx Xxxxxxxxx and Nxxxx Xxxxxxxxxxxx. Each Everest Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular required to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor an officer, director, employee, operating executive or partner of Xx. Xxxx’x election. The Company further covenants and agrees thatGolden Gate Private Equity, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation Inc. or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formits Affiliated funds.

Appointment of Directors. The (In the event that the Company hereby covenants and agrees has not added two independent board members (in addition to take such action, promptly following the number of members on the board as of the Closing Date, as is necessary and not including any board member nominated by the Buyer) by September 30, 2007 (the “Company Added Board Members”), then the Buyer, at its option, may recommend a number of additional nominees for the Company’s Board of Directors anytime thereafter equal to two (i2) increase minus the number of positions on Company Added Board Members that were added before September 30, 2007. In addition, if any Event of Default (as defined in the Debenture) remains uncured for an aggregate of thirty (30) days or more, the Buyer, at its option, may recommend one nominee for the Company’s Board of Directors, if any Event of Default remains uncured for an aggregate of sixty (60) days or more, the Buyer, at its option, may recommend a second nominee for the Company’s Board of Directors, and if any Event of Default remains uncured for an aggregate of ninety (90) days or more, the Buyer, at its option, may recommend an additional number of nominees to the Company’s Board of Directors, such that the Buyer’s nominees shall constitute a majority of the Company’s Board of Directors (each nominee nominated by the Buyer pursuant to seven and (ii) cause an individual designated by Caduceus (any such individual this Subsection shall be referred to singularly as a “Purchaser DesigneeBuyer’s Nominee” and collectively as the “Buyer’s Nominees”) to be appointed to ). The Company agrees that its Board of Directors, or the Nominating Committee of the Board, as applicable, shall appoint as members of the Company’s Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election Buyer’s Nominee’s required pursuant to the this subsection. After such appointment, the Company and its Board of Directors shall use their best efforts to obtain shareholder ratification of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors appointment of the Company Buyer’s Nominees at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information formshareholder meeting.