Board of Directors Representative. Except as may be specified otherwise in this Agreement, the Board of Directors Executive Committee shall represent the Board of Directors in all matters under this Agreement.
Board of Directors Representative. Immediately after the Effective Time, Parent shall appoint Xxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxx Xxxxx, or such other three persons to be agreed upon by Parent and the Company prior to the Effective Time, to the Board of Directors of Parent, as a Class I director, a Class II director and a Class III director, respectively. Prior to such appointment, the Board of Directors of Parent shall take all necessary action to increase the size of the Board of Directors of Parent as necessary to comply with the foregoing sentence.
Board of Directors Representative. If, at any time, either of the Sanderling or Caduceus venture capital firms or UPMC Health System ("UPMCHS") control Investors holding an aggregate of at least 250,000 shares of outstanding stock of the Company and there is not a representative of Sanderling, Caduceus or UPMCHS on the Company's Board of Directors, the Company shall invite Sanderling, Caduceus and/or UPMCHS (whichever is not already on the Board of Directors) to attend all meetings of its Board of Directors in a non-voting observer capacity, and in this respect shall give such representative copies of all notices, minutes, consents and other material that it provides to its directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary (i) to preserve the attorney-client privilege or to protect against a conflict of interest with such individual, (ii) because such portion of the meeting is an executive session limited solely to Board members and legal counsel, or (iii) to protect highly confidential proprietary information or for other similar reasons unless the recipient first executes a Nondisclosure Agreement in form reasonably acceptable to the Company. Such representative may participate in discussions of matters brought to the Board of Directors.
Board of Directors Representative. At or prior to the Effective Time, Parent shall expand its Board of Directors by one member and, immediately after the Effective Time, appoint to fill such vacancy an existing director of the Company to be mutually agreed upon by Parent and the Company.
Board of Directors Representative. If, at any time, any of the Sanderling, BioAsia, or Sofinnova venture capital firms control Investors holding an aggregate of at least 500,000 shares of Series A Stock and there is not a representative of Sanderling, BioAsia, or Sofinnova, as the case may be, on the Company's Board of Directors, the Company shall invite Sanderling, BioAsia, of Sofinnova (whichever is not already on the Board of Directors) to attend all meetings of its Board of Directors in a non-voting observer capacity, and in this respect shall give such representative copies of all notices, minutes, consents and other material that it provides to its directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. Such representative may participate in discussions of matters brought to the Board of Directors.
Board of Directors Representative. Immediately after the Effective Time, Parent shall appoint John A. Schofield or such other person to be agreed upon by Parent and xxx Xxxxxxx xxxxr to the Effective Time to the Board of Directors of Parent as a Class I director. Prior to such appointment, the Board of Directors of Parent shall take all necessary action to increase the size of the Board of Directors of Parent as necessary to comply with the foregoing sentence.
