Buyer Board. The Parties shall take all necessary actions such that, until successors are duly elected or appointed and qualified in accordance with applicable Law, or until their earlier death, resignation or removal in accordance with the organizational documents of Buyer, individuals serving on Buyer’s Board prior to the Closing shall be retained as directors of the Buyer’s Board following the Closing except for one director who shall be replaced with and be such individual identified and set forth on Schedule 1.06(a) of the Seller Disclosure Letter. The Parties also agree that following the date of each Milestone Payment, one (1) individual named by Seller shall be appointed to Buyer’s Board to replace a then existing director of the Buyer Board (other than the individuals previously appointed by Seller).
Buyer Board. The Parties shall take all necessary actions such that, until successors are duly elected or appointed and qualified in accordance with applicable Law, or until their earlier death, resignation or removal in accordance with the organizational documents of Buyer, the Buyer Board shall comprise individuals as set forth on Schedule 1.06(a) of the Seller Disclosure Letter, and one (1) individual from Buyer’s Board prior to the Closing retained (or as may be otherwise designated by the pre-Closing Buyer Board) to serve as a non-executive director of the Buyer Board, provided, that such individual is reasonably acceptable to Seller. Such individual shall be as identified in Section 1.06(a) of the Buyer Disclosure Letter.
Buyer Board. Buyer shall take all requisite action to cause, effective immediately following the Effective Time, the board of directors of Buyer to consist of six (6) members, comprised of three directors of Buyer immediately prior to the Effective Time, subject to Section 9.3(e), and three directors of Target immediately prior to the Effective Time. The terms of the directors designated by Target and the terms of the directors designated by Buyer shall be equal as nearly as practicable within the classified board structure of Buyer under applicable Law. In lieu of one of the three directors to be appointed by Buyer or Target from the existing board members of Buyer or Target, as applicable, either Buyer or Target may appoint a person not currently serving on such Party’s board of directors if such person would qualify as an independent director under NYSE rules and such person is approved by the other Party not appointing such director. After the Effective Time, the composition of the Board shall be determined in accordance with applicable Law.
Buyer Board. Buyer shall have taken all necessary corporate action, including expanding the size of the Buyer Board and obtaining any necessary resignations from the Buyer Board, so that the Buyer Board composition contemplated by Section 6.7(a) shall have been implemented effective as of the Closing Date.
Buyer Board. No later than the stockholder meeting scheduled for 2021, Buyer shall deliver evidence and resolutions reasonably acceptable to Sellers that (i) the board of directors of Buyer has been expanded to include, or a then current director has been removed and replaced by, a director appointed by the Sellers holding a majority of the shares of Buyer Common Stock issued pursuant to the Stock Consideration on an as-converted basis and (ii) the AzurRx Scientific Advisory Board has been expanded to include a member appointed by the Sellers holding a majority of the shares of Buyer Common Stock issued pursuant to the Stock Consideration on an as-converted basis.
Buyer Board. At or after the Closing, the Parties shall take all necessary actions such that, until successors are duly elected or appointed and qualified in accordance with applicable Law, or until their earlier death, resignation or removal in accordance with the organizational documents of Buyer, subject to applicable Nasdaq or SEC rules and requirements, including those relating to the number of independent directors, the Buyer Board shall comprise those individuals designated by Seller in writing, delivered to Buyer, at least five business days in advance of the Closing Date. All current members of the Buyer Board shall resign with such resignation being effective on the later of (i) the Closing Date or (ii) the appointment or election of the new Buyer Board pursuant to this Section 5.06(b).
