Common use of Initial Board Composition Clause in Contracts

Initial Board Composition. (a) Effective as of the Closing and at all times thereafter, subject to Section 2.02(c), the size of the Board shall be fixed at nine directors. Effective as of the Closing, the Board (the “Initial Board”) shall be comprised of: (i) three directors designated by the Investor as Investor Designees, who initially shall be (A) ▇▇▇▇▇▇ O’Day and (B) two other individuals designated in writing by the Investor to the Company prior to the Closing; (ii) two Existing VC Representatives agreed in writing by the Company and the Investor prior to the Closing; (iii) three Independent Directors, who initially shall be (A) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, MD, (B) ▇▇▇▇ ▇▇▇▇▇ and (C) the other individual agreed in writing by the Company and the Investor prior to the Closing, unless otherwise agreed in writing by the Company and the Investor prior to the Closing; and (iv) the Chief Executive Officer of the Company. (b) If any of the individuals listed in Section 2.01(a)(i) shall be unwilling or unable to serve as a director of the Company as of the Closing, then the Investor shall have the right to designate another individual to fill such seat and serve as a director on the Board effective as of the Closing. If any of the individuals listed in Section 2.01(a)(ii) or (iii) shall be unwilling or unable to serve as a director of the Company as of the Closing, then the Company and the Investor shall in each case mutually agree in writing upon an Independent Director to fill any such seat prior to the Closing. (c) The Company agrees to take all other necessary actions, including those set forth in Article 4 of the Transaction Agreement, to ensure that, effective as of the Closing, the composition of the Board is as set forth in Section 2.01(a).