Purchaser Director Clause Samples

Purchaser Director. In accordance with the Amended Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each director with a customary public company director indemnification agreement.

Purchaser Director. (a) Purchaser shall be entitled to designate one (1) individual to serve as a member of the Board (such director referred to herein as the "Purchaser Director"). The Purchaser Director shall be an employee, officer or director of Purchaser or of an Affiliate of Purchaser. The Purchaser Director shall be elected pursuant to Section 8.1(b) hereby. Upon the expiration of the term of such Purchaser Director, a Purchaser Director shall be designated and elected for successive terms pursuant to the provisions hereof. (b) The Company agrees that it shall take all actions within its power to facilitate the election of the Purchaser Director and to cause the Purchaser Director to be appointed as a member of the Executive Committee of the Board, including without limitation recommending the election of such Purchaser Director as is designated by Purchaser from time to time. Such election shall be pursuant to the provisions of the Certificate of Designations while Shares remain outstanding. Following conversion of all of the Shares into Common Stock, such election shall be by the stockholders of the Company at any annual meeting or special meeting of stockholders (or, in the case of a vacancy in the Purchaser Director, by election of the remaining directors). The Company shall, if requested by Purchaser, take all actions within its power to cause the removal, with or without cause, of any Purchaser Director. (c) Any action taken by a Purchaser Director in his capacity as a director of the Company (such as approving or authorizing transactions, adopting resolutions, etc.) shall be considered to be an action taken by such director solely in his capacity as a director and not in any other capacity and shall not be construed as, considered to be or deemed to be an action taken by Purchaser and such action shall not in any way bind, obligate, estop, waive the rights of or otherwise affect in any way Purchaser (in its capacity as stockholder or otherwise) or the director in any capacity other than as director of the Company.

Purchaser Director. The Seller will, and will cause its Affiliates to, vote all of their respective shares of Common Stock in favor of the election of the Purchaser Director (as defined in Section 7.5(b) of the Company Purchase Agreement), for so long as the Purchaser is entitled under the Company Purchase Agreement to designate a Purchaser Director.

Purchaser Director. (i) Subject to receipt of the Required Regulatory Approvals and the results of the Commercial Agreement meeting or exceeding the Company’s reasonable expectations, if the Company Board decides to increase the number of directors on the Company Board, the Company shall strongly consider in good faith adding a designee of Purchaser to the Company Board (a “Purchaser Director”) (and if a Purchaser Director is so appointed to the Company Board, Purchaser’s right to designate a Purchaser Observer pursuant to Section 6.4(a) shall terminate and, unless such individual is the Purchaser Director, any individual serving in such capacity shall immediately resign and cease all participation in Company Board meetings), who shall be reasonably satisfactory to and must satisfy the governance requirements applicable to the Company Board, and who shall serve on the Company Board until the then next annual meeting of the Company’s stockholders. Thereafter, the Company shall nominate the Purchaser Director for election at each annual meeting of stockholders of the Company until the earlier of (i) Purchaser ceasing to satisfy the Ownership Threshold (as defined below) or (ii) Purchaser ceasing to satisfy the Alternative Ownership Threshold (as defined below). Notwithstanding the foregoing, Purchaser shall not be permitted to designate the Purchaser Operating Executive as a Purchaser Director. The parties hereby agree that each of the persons set forth on Schedule 6.4 of this Agreement are reasonably satisfactory, and satisfy the governance requirements applicable, to the Company Board, and the Company and the Company Board shall accept any such Person as the Purchaser Director if so designated by Purchaser, subject to the Company’s satisfactory review of a director and officer questionnaire completed by such Person and other standard processes of the Company, including a background check of such Person. (ii) Any Purchaser Director shall, subject to such nominee’s compliance with the Board Compliance Requirements be afforded no less favorable treatment (but excluding the enhanced voting rights afforded THL’s representatives on the Company Board under the Company Charter) than all other Company Board members are generally afforded with respect to all matters, including voting rights, access to the Company’s information and management, equity grants and benefits. For the avoidance of doubt, any such Purchaser Director shall be required to comply with the Company’s standard proce...

Purchaser Director. 18 9.1. Right of the Purchaser to Designate Director....... 18 9.2. Board and Committee Notice Requirement............. 18 9.3. Reimbursement of Certain Expenses.................. 18 9.4. Directors' Indemnification; Insurance.............. 19 SECTION 10. Standstill......................................... 19