Common use of Nominating Procedure Clause in Contracts

Nominating Procedure. The initial KLIM Designee shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇. The Company shall take all necessary actions to appoint such initial KLIM Designee to the Board of Directors immediately after the Closing. For so long as the Nomination Condition continues to be satisfied, the Company shall nominate the KLIM Designee set forth in Section 5.1 hereof as designated by ▇▇▇▇ in writing for appointment and/or election (or re-election, as applicable) as a director at the end of each term of the KLIM Designee as part of the slate proposed by the Company that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of the Board of Directors. The Company and the Board of Directors shall take customary and reasonable actions (which will include the solicitation of proxies) to obtain stockholder approval of the KLIM Designee as director of the Board of Directors, including (i) recommending that the stockholders of the Company vote “FOR” the election of the KLIM Designee and (ii) causing all shares of Common Stock represented by proxies granted to it (or any of its representatives) to be voted in favor of the election of the KLIM Designee as a director of the Company, to the extent permitted pursuant to such proxies. At such time as the Nomination Condition is no longer satisfied, the KLIM Designee shall offer to resign from the Board of Directors and any committees thereof effective immediately. From and after the date that the Nomination Condition is not satisfied, KLIM shall not have any rights under this Article 5.