Board Seat Sample Clauses

Board Seat. Moderna shall be entitled, in accordance with the terms of the Amended and Restated Voting Agreement, dated December 22, 2020, as amended from time to time, by and among Carisma and the stockholders party thereto (the “Voting Agreement”), to appoint a member of the board of directors of Carisma (the “Board of Directors”), and any committee thereof, and such appointee shall possess all rights and be subject to all duties and obligations of a member of the Board of Directors thereto, in each case, as set forth in the governance documents of Carisma, including but not limited to the Amended and Restated Certificate of Incorporation of Carisma as in effect from time to time, and Carisma shall take all actions necessary to duly effect such appointment. The Voting Agreement shall be amended on or about the Effective Date to provide to Moderna such Board of Directors appointment right consistent with the existing terms thereof applicable to current Carisma investors with comparable rights. Moderna represents and warrants that, to its knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) under the Securities Act of 1933, as amended (the “Securities Act”) (each, a “Disqualification Event”), is or will be applicable to Moderna's initial appointee to the Board of Directors, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director appointee to whom any Disqualification Event is applicable, except for a Disqualification Event to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”. Moderna covenants and agrees (A) not to designate or participate in the designation of any director appointee who, to Moderna's knowledge, is a Disqualified Designee and (B) that in the event ​ Moderna becomes aware that any individual previously designated by Moderna is or has become a Disqualified Designee, Moderna shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board of Directors and designate a replacement designee who is not a Disqualified Designee.

Board Seat. So long as IXC owns 95% of all IXC Common Shares issued to IXC hereunder, on the Closing Date, PSINet's Chairman shall recommend that (i) PSINet's Board of Directors elect Ralp▇ ▇. ▇▇▇▇▇ ▇▇ PSINet's Board of Directors effective as of the Closing Date, for a term expiring in 1998 or later and (ii) subject to the next sentence, such person be nominated to stand for election with the other nominated Board members at the 1998 Annual Meeting of PSINet (or, later annual meeting associated with the expiration of his term) for a term expiring no earlier than 2000 and for reelection thereafter at the applicable Annual Meetings of PSINet. At such time as IXC shall cease to own the requisite amount of IXC Common Shares, a resignation letter will be executed by Ralp▇ ▇. ▇▇▇▇▇ ▇▇▇ediately and he shall immediately cease to serve as a member of PSINet's Board of Directors.

Board Seat. Effective as of the Closing, the Company shall appoint B▇▇▇ ▇▇▇▇▇▇▇ to serve as a member of the Board of Directors. M▇. ▇▇▇▇▇▇▇ shall serve as a director for a term of five (5) years from the Closing Date, or until his earlier voluntary resignation or removal by the stockholders of the Company. The Company shall not remove M▇. ▇▇▇▇▇▇▇ from the Board of Directors without his consent during such five-year term, except for cause.

Board Seat. At or promptly following the Effective Time, Peoples shall increase by one (1) the number of directors constituting the Peoples Board and appoint Limestone’s Chairman, ▇. ▇▇▇▇▇ ▇▇▇▇▇, to the Peoples Board, subject to Peoples standard corporate governance practices and standard director evaluation process. Peoples shall, subject to its standard corporate governance practices, nominate and recommend such appointee for election at the next applicable annual meeting of the shareholders of Peoples to serve for a one-year term.

Board Seat. The Company shall cause Executive to be appointed as a director (a "Director") to the Company’s Board of Directors (the "Board") no later than immediately after the Closing under the Stock for Stock Exchange Agreement.

Board Seat. Upon the Effective Date, the Board of Directors of CYKN will appoint one (1) representative designated by NURO (the "NURO Director"), who shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., Ph.D., to serve on the Board of Directors of CYKN (the "Board") until the later of the next annual meeting of stockholders of CYKN or the date on which his successor is duly elected and qualified, or his earlier resignation. Commencing on the Effective Date and until the date on which NURO ceases to own at least five percent (5%) of the then issued and outstanding shares of Common Stock, CYKN shall nominate and recommend that its stockholders elect, and otherwise use reasonable efforts to insure the election of, the NURO Director to the Board at each meeting of stockholders of CYKN at which directors are elected, unless such NURO Director's term does not expire at such meeting. In the event of the death, resignation or removal of the NURO Director, NURO shall be entitled to designate a successor who will be appointed to the Board upon the later of the date of such death, resignation or removal or two (2) business days following NURO's designation of such successor. CYKN shall indemnify the NURO Director to the fullest extent permitted by applicable law. CYKN will indemnify and advance expenses to, and enter into agreements regarding the same with, each NURO Director in such manner as to provide such NURO Directors the same rights and benefits as are accorded to the most favorably covered of CYKN's officers and directors during the same period of service. For so long as a NURO Director shall remain a director of CYKN and with respect to any such prior service by any NURO Director, in all policies of director and officer liability insurance, all such NURO Directors shall be named as an insured in such a manner as to provide such NURO Directors the same rights and benefits as are accorded to the most favorably insured of CYKN's officers and directors during the same period of service.

Board Seat. During the term of this Agreement, BISYS shall be entitled to nominate a candidate to the Board of Directors of OSI, or any parent or holding company that may hereafter exist and OSI agrees to take steps necessary to cause the nomination of the person so nominated.

Board Seat. The Company, together with the Board, hereby elects you, and vests you with the power and authority the same as all other members, as a member of the Board. You hereby agree to serve as a member of the Board effective as of the Commencement Date. We agree that the foregoing election to the Board and your role as a member of the Board is separate from your role as Chief Executive Officer of the Company. You may only be removed from the Board by a vote that equals at least 75% of the Board. This Section 2 shall survive the expiration or earlier termination of this Agreement and does not and shall not impact in any manner your Board seat.

Board Seat. So long as the Employee remains an employee of the Company, the Company agrees to use its best efforts to cause the Employee to be nominated for election to the Company's Board of Directors at each annual or special meeting of the stockholders of the Company at which the general election of directors of the Company is to take place and to use its best efforts to cause the Employee to be so elected to such Board of Directors.