Common use of Number of Directors; Term of Office Clause in Contracts

Number of Directors; Term of Office. Subject to the terms of the Amended and Restated Registration and Shareholder Rights Agreement, dated as of February 2, 2021, by and among the Corporation and certain of its stockholders (as amended, restated, supplemented or otherwise modified from time to time, the “Registration and Shareholder Rights Agreement”), the number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes designated Class I, Class II and Class III, respectively, among which the total number of Directors shall be apportioned as nearly equally as practicable. The initial Class I Directors of the Corporation shall be Xxxx Xxxxxxxx, Xxxxxxxxxxx Xxxx and Xxxxxx Xxxxxxxxxx; the initial Class II Directors of the Corporation shall be Xxxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxx Xxxx; and the initial Class III Directors of the Corporation shall be Xxxxxx Xxxxxxx, Xxxx Xxx and Xxxxxxx Xxxxxxxxxx. The initial Class I Directors shall initially serve for a term expiring at the first annual meeting of stockholders to be held following the Closing Date, the initial Class II Directors shall initially serve for a term expiring at the second annual meeting of stockholders to be held following the Closing Date, and the initial Class III Directors shall initially serve for a term expiring at the third annual meeting of stockholders to be held following the Closing Date. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third annual meeting of stockholders following their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, either separately or together with the holders of one or more other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series. Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VI, Section 3.

Number of Directors; Term of Office. Subject to the terms any rights of the Amended and Restated Registration and Shareholder Rights Agreement, dated as holders of February 2, 2021, by and among the Corporation and certain any series of its stockholders (as amended, restated, supplemented or otherwise modified from time Preferred Stock to time, the “Registration and Shareholder Rights Agreement”)elect additional directors under specified circumstances, the number of Directors directors of the Corporation which shall constitute the entire Board of Directors shall be as fixed solely and exclusively by resolution duly adopted from time to time solely by resolution of a majority of the Board total number of Directorsdirectors that the Corporation would have if there were no vacancies. The Directorsdirectors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes designated classes: Class I, Class II II, and Class III, respectively, among which the total number of Directors shall be apportioned as nearly equally as practicable. The initial Class I Directors of the Corporation shall be Xxxx Xxxxxxxx, Xxxxxxxxxxx Xxxx and Xxxxxx Xxxxxxxxxx; the initial Class II Directors of the Corporation shall be Xxxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxx Xxxx; and the initial Class III Directors of the Corporation shall be Xxxxxx Xxxxxxx, Xxxx Xxx and Xxxxxxx Xxxxxxxxxx. The initial Class I Directors shall initially serve for a term expiring at the first annual meeting of stockholders to be held following the Closing Dateeffective date of this Certificate of Incorporation, the initial Class II Directors shall initially serve for a term expiring at the second annual meeting of stockholders to be held following the Closing Dateeffective date of this Certificate of Incorporation, and the initial Class III Directors shall initially serve for a term expiring at the third annual meeting of stockholders to be held following the Closing Dateeffective date of this Certificate of Incorporation. At each annual meeting of stockholders, Directors beginning with the first annual meeting of stockholders following the effective date of this Certificate of Incorporation, directors elected to succeed those Directors directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders following after their election. Notwithstanding the foregoing, the Directors directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, either separately or together with the holders of one or more other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series. Notwithstanding anything herein to the contrarycontrary and in addition to any vote required by law, the affirmative vote of the holders of not less than two thirds (2/3) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VIV, Section 35.02.

Number of Directors; Term of Office. Subject to the terms of the Amended and Restated Registration and Shareholder Rights Agreement, dated as of February 2, 2021, by and among the Corporation and certain of its stockholders (as amended, restated, supplemented or otherwise modified from time to time, the “Registration and Shareholder Rights Agreement”), the The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes designated Class I, Class II and Class III, respectively, among which the total number of Directors shall be apportioned as nearly equally as practicableclasses. The initial Class I Directors of the Corporation shall be Xxxx Xxxxxxxx, Xxxxxxxxxxx Xxxx and Xxxxxx Xxxxxxxxxx[names]; the initial Class II Directors of the Corporation shall be Xxxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxx Xxxx[names]; and the initial Class III Directors of the Corporation shall be Xxxxxx Xxxxxxx, Xxxx Xxx and Xxxxxxx Xxxxxxxxxx[names]. The initial Class I Directors shall initially serve for a term expiring at the first annual meeting of stockholders to be held following the Closing Datein [2022], the initial Class II Directors shall initially serve for a term expiring at the second annual meeting of stockholders to be held following the Closing Datein [2023], and the initial Class III Directors shall initially serve for a term expiring at the third annual meeting of stockholders to be held following the Closing Datein [2024]. The mailing address of each person who is to serve initially as a director is c/o POINT Biopharma Global Inc., [22 Sx. Xxxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx]. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders following after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, either voting separately as a series or together with the holders of one or more other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series. Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VI, Section 3.

Number of Directors; Term of Office. Subject to the terms of the Amended and Restated Registration and Shareholder Rights Agreement, dated as of February 2[●], 20212020, by and among the Corporation and certain of its stockholders (as amended, restated, modified and/or supplemented or otherwise modified from time to time, the “Registration Rights Agreement”) and Shareholder Rights the Voting Agreement, dated as of [●], 2020, by and among the Corporation and certain of its stockholders (as amended, modified and/or supplemented from time to time, the “Voting Agreement”), the number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes designated Class I, Class II and Class III, respectively, among which the total number of Directors shall be apportioned as nearly equally as practicableclasses. The initial Class I Directors of the Corporation shall be Xxxx Xxxxxxxx, Xxxxxxxxxxx Xxxx and Xxxxxx Xxxxxxxxxx[names]; the initial Class II Directors of the Corporation shall be Xxxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxx Xxxx[names]; and the initial Class III Directors of the Corporation shall be Xxxxxx Xxxxxxx[Xxx Xxxxxxxxx], Xxxx Xxx [●] and Xxxxxxx Xxxxxxxxxx[●]. The initial Class I Directors shall initially serve for a term expiring at the first annual meeting of stockholders to be held following the Closing Datein [2021], the initial Class II Directors shall initially serve for a term expiring at the second annual meeting of stockholders to be held following the Closing Datein [2022], and the initial Class III Directors shall initially serve for a term expiring at the third annual meeting of stockholders to be held following the Closing Datein [2023]. The mailing address of each person who is to serve initially as a director is c/o Gemini Therapeutics, Inc., One Xxxxxxx Xxxxxx, Xxxxxxxx 000, Xxxxxxxxx, XX. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders following after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, either voting separately as a series or together with the holders of one or more other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series. Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VI, Section 3.

Number of Directors; Term of Office. Subject to the terms of the Amended and Restated Registration and Shareholder Rights Agreement, dated as of February 2, 2021, by and among the Corporation and certain of its stockholders (as amended, restated, supplemented or otherwise modified from time to time, the “Registration and Shareholder Rights Agreement”), the The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes designated Class I, Class II and Class III, respectively, among which the total number of Directors shall be apportioned as nearly equally as practicableclasses. The initial Class I Directors of the Corporation shall be Xxxx Xxxxxxxx, Xxxxxxxxxxx Xxxx and Xxxxxx Xxxxxxxxxx[names]; the initial Class II Directors of the Corporation shall be Xxxxxxx Xxxxxx, Sxxxxxx X. Xxxxxx Xxxxx and Xxxxx XxxxBxxxx Xxxxxxxx; and the initial Class III Directors of the Corporation shall be Xxxxxx Xxxxxxx, Xxxx Xxx Txx Xxxxxxxx and Xxxxxxx XxxxxxxxxxSxxxxxx Xxxxx. The initial Class I Directors shall initially serve for a term expiring at the first annual meeting of stockholders to be held following the Closing Datein 2015, the initial Class II Directors shall initially serve for a term expiring at the second annual meeting of stockholders to be held following the Closing Datein 2016, and the initial Class III Directors shall initially serve for a term expiring at the third annual meeting of stockholders to be held following the Closing Datein 2017. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders following after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, either voting separately as a series or together with the holders of one or more other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series. Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VI, Section 3.

Number of Directors; Term of Office. Subject Except as otherwise provided for or fixed pursuant to the terms provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VII relating to the rights of the Amended and Restated Registration and Shareholder Rights Agreement, dated as holders of February 2, 2021, by and among the Corporation and certain any series of its stockholders (as amended, restated, supplemented or otherwise modified from time Preferred Stock to time, the “Registration and Shareholder Rights Agreement”)elect additional Directors, the number of Directors of the Corporation (the “Directors”) shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of DirectorsBoard. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes designated Class I, Class II and Class III, respectively, among which the total number of Directors shall be apportioned as nearly equally as practicableclasses. The initial Class I Directors of the Corporation shall be Xxxx Xxxxxxxx[●], Xxxxxxxxxxx Xxxx [●] and Xxxxxx Xxxxxxxxxx[●]; the initial Class II Directors of the Corporation shall be Xxxxxxx Xxxxxx[●], Xxxxxx Xxxxx [●] and Xxxxx Xxxx[●]; and the initial Class III Directors of the Corporation shall be Xxxxxx Xxxxxxx[●], Xxxx Xxx [●] and Xxxxxxx Xxxxxxxxxx[●]. The term of office of the initial Class I Directors shall initially serve for a term expiring expire at the first regularly scheduled annual meeting of stockholders to be held following the Closing Date, Effective Time. The term of office of the initial Class II Directors shall initially serve for a term expiring expire at the second annual meeting of stockholders to be held following the Closing Date, and Effective Time. The term of office of the initial Class III Directors shall initially serve for a term expiring expire at the third annual meeting of stockholders to be held following the Closing DateEffective Time. The Board is authorized to assign members of the Board already in office to such classes at the time the classification of the Board becomes effective. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders following after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death death, disqualification or removal. No decrease in the number of Directors shall shorten the term of any incumbent Director. There shall be no cumulative voting in the election of Directors. Election of Directors need not be by written ballot unless the Bylaws of the Corporation so provide. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this CertificateCertificate of Incorporation, the holders of any one or more series of Undesignated Preferred Stock shall have the right, either voting separately as a series or together with the holders of one or more other such series, to elect Directors at an annual or special meeting of stockholdersadditional Directors, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and of Incorporation including any certificate of designations designation applicable to such series of Preferred Stock. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series. Notwithstanding anything herein , have the right to elect additional Directors, then upon commencement and for the contrary, the affirmative vote of not less than two thirds (2/3) duration of the outstanding shares period during which such right continues: (i) the then otherwise total authorized number of capital stock entitled to vote thereonDirectors of the Corporation shall automatically be increased by such specified number of Directors, and the affirmative vote holders of not less than two thirds (2/3) of the outstanding shares of each class such Preferred Stock shall be entitled to vote thereon as a classelect the additional Directors so provided for or fixed pursuant to said provisions, and (ii) each such additional Director shall be required serve until such Director’s successor shall have been duly elected and qualified, or until such Director’s right to amend hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or repeal her earlier death, resignation, retirement, disqualification or removal. Notwithstanding any other provision of this Article VICertificate of Incorporation, Section 3except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional Directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional Directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional Directors, shall forthwith terminate (in which case each such Director shall thereupon cease to be qualified as, and shall cease to be, a Director) and the total authorized number of Directors of the Corporation shall automatically be reduced accordingly.

Number of Directors; Term of Office. Subject to the terms of the Amended and Restated Registration and Shareholder Rights Agreement, dated as of February 2, 2021[●], by and among the Corporation and certain of its stockholders (as amended, restated, modified and/or supplemented or otherwise modified from time to time, the “Registration and Shareholder Rights Agreement”), the number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes designated Class I, Class II and Class III, respectively, among which the total number of Directors shall be apportioned as nearly equally as practicableclasses. The initial Class I Directors of the Corporation shall be Xxxx Xxxxxxxx, Xxxxxxxxxxx Xxxx and Xxxxxx Xxxxxxxxxx[names]; the initial Class II Directors of the Corporation shall be Xxxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxx Xxxx[names]; and the initial Class III Directors of the Corporation shall be Xxxxxx Xxxxxxx, Xxxx Xxx and Xxxxxxx Xxxxxxxxxx[names]. The initial Class I Directors shall initially serve for a term expiring at the first annual meeting of stockholders to be held following the Closing Datein 2021, the initial Class II Directors shall initially serve for a term expiring at the second annual meeting of stockholders to be held following the Closing Datein 2022, and the initial Class III Directors shall initially serve for a term expiring at the third annual meeting of stockholders to be held following the Closing Datein 2023. The mailing address of each person who is to serve initially as a director is c/o Cerevel Therapeutics Holdings, Inc., 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders following after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, either voting separately as a series or together with the holders of one or more other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series. Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VI, Section 3.

Number of Directors; Term of Office. Subject to the terms of the Amended and Restated Registration and Shareholder Rights Agreement, dated as of February 2, 2021, by and among the Corporation and certain of its stockholders (as amended, restated, supplemented or otherwise modified from time to time, the “Registration and Shareholder Rights Agreement”), the The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes designated Class I, Class II and Class III, respectively, among which the total number of Directors shall be apportioned as nearly equally as practicableclasses. The initial Class I Directors of the Corporation shall be Xxxx Xxxxxxxx[ ], Xxxxxxxxxxx Xxxx [ ] and Xxxxxx Xxxxxxxxxx[ ]; the initial Class II Directors of the Corporation shall be Xxxxxxx Xxxxxx[ ], Xxxxxx Xxxxx [ ] and Xxxxx Xxxx[ ]; and the initial Class III Directors of the Corporation shall be Xxxxxx Xxxxxxx[ ], Xxxx Xxx [ ] and Xxxxxxx Xxxxxxxxxx[ ]. The initial Class I Directors shall initially serve for a term expiring at the first annual meeting of stockholders to be held following the Closing Date, initial effectiveness of this Certificate; the initial Class II Directors shall initially serve for a term expiring at the second annual meeting of stockholders to be held following the Closing Date, initial effectiveness of this Certificate; and the initial Class III Directors shall initially serve for a term expiring at the third annual meeting of stockholders to be held following the Closing Dateinitial effectiveness of this Certificate. The mailing address of each person who is to serve initially as a director is c/o [PUBCO], [Address]. At each succeeding annual meeting of stockholders, beginning with the first annual meeting of stockholders following the initial effectiveness of this Certificate, Directors elected to succeed those Directors whose terms expire at such annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders following after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal. Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, either voting separately as a series or together with the holders of one or more other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series. Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VI, Section 3.