Common use of Board Designation Clause in Contracts

Board Designation. (a) Subject to the provisions of this Section 4.4, and provided that the Initial Closing has occurred, the Board shall appoint one (1) representative to the Board designated by Ivy. After the Subsequent Closing occurs, at Ivy’s election and upon notice, the Board shall appoint an additional representative designated by Ivy (together with the representative described in the prior sentence, the “Ivy Designees”); provided, however that the appointment of Ivy Designees shall remain valid through the next general meeting of the Company’s shareholders or as set forth in the Company’s Articles of Association. (b) Each of Ivy Designees may be elected to serve as a member of the Board only if he or she (a) satisfies the statutory requirements under the Israeli Companies Law, 1999 to serve as a director of the Company; and (b) provides the Company with a completed and executed director declaration and “D&O Questionnaire” in such forms as shall be provided by the Company and such additional information and documents the Company may reasonably request (including but not limited to an executed confidentiality agreement). (c) Subject to any legal requirements, the Ivy Designees shall be entitled to the same compensation, indemnification and directors and officers liability insurance as the other non-employee directors of the Company. (d) Ivy acknowledges and agrees that each of the Ivy Designees shall be required to preserve the confidentiality of the Company’s information, including any non-public information entrusted to or obtained by such director by reason of his/her position as a director of the Company. The Company hereby consents to the disclosure by the Ivy Designees of Company information with Ivy or his Affiliates, provided that Ivy and his Affiliates are then subject to a non-disclosure agreement with the Company in such form as approved by counsel to the Company.