Common use of Board Seat Clause in Contracts

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 Xxxx X. Xxxxxx, 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. Upon The Purchaser shall have the Effective right to designate, within 30 ---------- days following the Closing Date, one member of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view of the Purchaser, the Purchaser shall be permitted to designate a new director. The person the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and thereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation Right, then for 30 days following the next occurring vacancy on the Board of Directors, the Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office as a director of the Company, the Purchaser shall be entitled to appoint one board observer to the Company's Board of Directors solely for the purpose of monitoring all matters relating to the iTrust Business. Notwithstanding anything to the contrary in the governing documents of the Company, any board observer appointed by the Purchaser shall be entitled to attend all iTrust Business portions of meetings of the Board of Directors of CYKN will appoint one (1) representative designated the Company, in a non-voting capacity, and the Company shall provide such board observer with notice of any meetings and such other information related to the iTrust Business with respect to such meetings, and any meetings of any iTrust Business committees established by NURO (the "NURO Director")Company's Board of Directors, who shall initially be Xxxx X. Xxxxxxas are delivered to the directors of the Company, M.D., Ph.D.including copies of all written consents. The rights to designate a member to the Board of Directors, to serve on receive re-nominations to the Board of Directors or to appoint a board observer as provided herein shall expire and be of CYKN (no further force or effect if the "Board") until the later Purchaser and its affiliates shall cease to hold a majority 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 originally 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 serviceShares.

Board Seat. Upon Holdings hereby agrees that ESI, or its designee, shall ---------- be entitled, from and after the Effective DateClosing, to designate one member of the Board of Directors of CYKN will appoint one Holdings, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx X. Xxxx or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (1) representative designated by NURO (such director being referred to herein as the "NURO Stockholder Director"). Notwithstanding the foregoing, who shall initially be Xxxx X. Xxxxxx, M.D., Ph.D., to serve on the Board if at any time ESI's percentage beneficial ownership 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 Holdings' outstanding common stock 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 less than five percent (5%) ), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non- employee members of Holdings' Board of Directors. In accordance with the then issued and outstanding shares of Common Stockforegoing, CYKN shall nominate and recommend Holdings hereby agrees that its stockholders electBoard of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and otherwise use reasonable efforts the person designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to insure be included (consistent with applicable law and Holdings' Certificate of Incorporation) in the group of nominees who are recommended for election of, the NURO Director to the Board of Directors by the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of CYKN at which Holdings when directors are to be elected, unless such NURO Director's term does not expire and (ii) at such meeting. In any special meeting of the event Board of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the NURO Stockholder Director, NURO the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be entitled to designate a successor who will be appointed to received by Holdings, 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 Stockholder 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 serviceXxxxxxx X. Xxxx.

Board Seat. Upon Subject to the Effective Dateterms and conditions of this Agreement, following the date hereof, the Nominating Person(s) shall be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval of the Nominating and Governance Committee of the Board after exercising its good faith customary due diligence review and fiduciary duties, the successor of Xx. Xxxxxxx as a director of WBA (the “VMD Director”) in writing. The Board shall cause the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee of Directors of CYKN will appoint one (1) representative designated by NURO (the "NURO Director"), who shall initially be Xxxx X. Xxxxxx, M.D., Ph.D., to serve on the Board of Directors of CYKN to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the "Board") until the later completion of the next 2023 annual meeting of stockholders of CYKN WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the date on which his successor is duly elected Nominating Person(s) pursuant to this Section 2, VMD and qualifiedthe Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or his earlier resignation. Commencing delayed) and qualify as independent for purposes of service as a director on the Effective Date Board, including under the applicable rules and until standards set forth in the date on which NURO ceases to own at least five percent (5%) Corporate Governance Guidelines of WBA and of the then issued Securities Exchange Commission and outstanding shares the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of Common Stock, CYKN shall nominate and recommend that its stockholders elect, and otherwise use reasonable efforts to insure the election ofa VMD Director as a director of WBA, the NURO Director to Board shall take such actions as are necessary such that the Board at each meeting is of stockholders a size that permits the appointment of CYKN at which directors are elected, unless such NURO Director's term does not expire at such meetingVMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the deathBoard or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, resignation or removal of (i) the NURO Director, NURO Nominating Person(s) shall be entitled to designate a successor who will be appointed another designee in accordance with and subject to the terms and conditions of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board upon shall fill the later of the date of vacancy with such death, resignation or removal or two (2) business days following NURO's designation of such successor. CYKN shall indemnify the NURO Director successor designee in accordance with and subject to the fullest extent permitted by applicable law. CYKN will indemnify terms and advance expenses to, and enter into agreements regarding conditions of this Agreement (including 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 requirements with respect to any such prior service by any NURO Director, a VMD Director set forth in all policies of director this Section 2 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 serviceotherwise).

Board Seat. Upon Holdings hereby agrees that ESI, or its designee, shall be entitled, from and after the Effective DateClosing, to designate one member of the Board of Directors of CYKN will appoint one Holdings, such member to be reasonably acceptable to Holdings, it being understood that Barrxxx X. Xxxx xx any senior or executive vice president of ESI shall be deemed acceptable to Holdings (1) representative designated by NURO (such director being referred to herein as the "NURO Stockholder Director"). Notwithstanding the foregoing, who shall initially be Xxxx X. Xxxxxx, M.D., Ph.D., to serve on the Board if at any time ESI's percentage beneficial ownership 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 Holdings' outstanding common stock 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 less than five percent (5%) ), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non-employee members of Holdings' Board of Directors. In accordance with the then issued and outstanding shares of Common Stockforegoing, CYKN shall nominate and recommend Holdings hereby agrees that its stockholders electBoard of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and otherwise use reasonable efforts the person designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to insure be included (consistent with applicable law and Holdings' Certificate of Incorporation) in the group of nominees who are recommended for election of, the NURO Director to the Board of Directors by the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of CYKN at which Holdings when directors are to be elected, unless such NURO Director's term does not expire and (ii) at such meeting. In any special meeting of the event Board of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the NURO Stockholder Director, NURO the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be entitled to designate a successor who will be appointed to received by Holdings, 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 Stockholder 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 serviceBarrxxx X. Xxxx.