Common use of Board Representation Clause in Contracts

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors Investor and their respective its Affiliates no longer beneficially own, collectively, owns at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, (i) with respect to one of its two Investor Designees, such time as the Investors collectively hold Investor holds less than 20% of the as-converted securities of the Company, and (ii) with respect to both of its Investor Designees, such time as the Investor holds less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one two (12) person persons designated at any time and from time to time by the mutual consent of the Investors Investor (each an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors Investor already have an has at least two Investor Designee Designees serving as a director directors on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors Investor will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the InvestorsInvestor, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) hereinbelow, during the period beginning at immediately following the closing of the IPO until and for three (3) years thereafter, at any time at which the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors Investor and their respective Affiliates no longer beneficially ownits Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 52% of the asCompany’s then-converted securities of the Companyoutstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of Investor (the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors Investor already have an has at least one Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) term of such Investor Designee(s) Designee as a director on the Board of Directors does not expire at such Election Meeting. In the event that an the Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy will to be filled by the election or appointment of another Investor Designee nominated by the Investors Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations, subject to the requirements of fiduciary duties. The Investors Investor will provide the Company, in writing, the information about any the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the InvestorsInvestor, and will cause any the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally.

Board Representation. (a) Subject at all times The Company will, within ten days following the execution of this Agreement, cause Xxxxx X. Xxxxxxxxx to Sections 2(b) and 3(n) herein, during be elected to the period beginning Company's Board of Directors in the class of directors with a term expiring at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities annual meeting of the Company's shareholders to be held in 2000, and if Xx. Xxxxxxxxx (or, if any additional director is elected to the Company's Board of Directors pursuant to the next two sentences prior to the annual meeting of the Company's shareholders to be held in 1999, such additional director) is not elected as a director at the annual meeting of the Company's shareholders to be held in 1999, then the Company will promptly after such meeting cause Xx. Xxxxxxxxx (and such additional director, if applicable) to be elected to the Company's Board of Directors in such class of directors. At any time prior to March 1, 2000, Xx. Xxxxxxxxx may serve notice on the Company to the effect that the Shareholders desire to cause the election of an additional member to the Company's Board of Directors, which notice shall support specify three individuals who are qualified to serve as members of the nomination of, Company's Board of Directors and cause who are neither affiliates nor associates of any of the Shareholders (and who shall agree to resign as a member of the Board of Directors of the Company and NewCo (as defined below) if required by the terms of this Agreement and the NewCo Agreement (as defined below)). In such event, the Company will, within 20 days following receipt of such notice, cause one of such individuals to be elected to the Company's Board of Directors, with a term coincident with Xx. Xxxxxxxxx'x term as a member of the Company's Board of Directors. If during the term of this Agreement the Company effects a spin-off or the nominating committee thereofsimilar distribution to its shareholders of its Color Printing and Imaging Products business (such newly formed spun-off or distributed entity, "NewCo"), then (i) immediately prior to consummation of such spin-off or other distribution and subject to the requirements entering into of fiduciary duties under applicable lawa shareholder agreement among NewCo and the Shareholders on terms substantially identical to the terms of this Agreement (the "NewCo Agreement"), the Company will cause Xx. Xxxxxxxxx to recommend and include in be elected to NewCo's Board of Directors, with a term ending on the slate expiration of nominees recommended such shareholder agreement (and, if an additional director shall be elected to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the 's Board of Directors as provided above, such additional director shall be elected to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the NewCo's Board of Directors at the time later of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election MeetingXx. In the event that an Investor Designee resigns from his or her seat on the Xxxxxxxxx'x election to NewCo's Board of Directors or is removed or otherwise fails such additional director's election to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company's Board of Directors, in writing, with a term coincident with Xx. Xxxxxxxxx'x term as a member of NewCo's Board of Directors) And (ii) NewCo and the information about any Investor Designee that is reasonably required by applicable law promptly after Shareholders shall enter into the Company requests Newco Agreement prior to effecting such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallytransaction.

Board Representation. (a) Subject at all times At the Second Effective Time, the Company will cause the Board Representative to Sections 2(b) and 3(n) herein, during be appointed to the period beginning at the closing Board of Directors of the IPO until Company (the earliest “Board”), and thereafter, for so long as the Warburg Investor Beneficially Owns at least an amount of Company Common Stock (the “Qualifying Ownership Interest”) equal to the lesser of (a) the twelfth anniversary 5% of all of the date outstanding shares of the closing of the IPO; Company Common Stock and (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 550% of the as-converted securities number of Shares received by the Warburg Investor in the Mergers, will (i) at each annual or special meeting of the Company, ’s stockholders at which the Company shall support the nomination of, and cause class of directors to which the Board of Directors (or the nominating committee thereof), subject Representative has been appointed is to be elected to the requirements of fiduciary duties under applicable lawBoard, to recommend and include the Board Representative in the slate of nominees recommended by the Board to the Company’s stockholders for election as directors directors, (ii) use its reasonable best efforts to solicit proxies in order to obtain stockholder approval of the election of the Board Representative, including causing officers of the Company at who hold proxies (unless otherwise directed by the Company stockholder submitting such proxy) to vote such proxies in favor of the election of such Board Representative, and (iii) use substantially the same efforts to cause the Board Representative to be elected to the Board as it uses to cause other nominees of the Board to be elected, including recommending that the Company’s stockholders vote in favor of the Board Representative in any proxy statement used by the Company to solicit the vote of its stockholders in connection with each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”)to the Board. On the date that the Warburg Investor no longer Beneficially Owns a Qualifying Ownership Interest, one (1) person designated the Warburg Investor will have no further rights under this Section 1.1 and Section 1.2 and, in each case at any time and from time to time by the mutual consent written request of the Investors (an “Investor Designee”); provided thatBoard, the Company shall have no obligation immediately cause its Board Representative to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information resign from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyBoard.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time For so long as the Investors Purchasers hold, directly or indirectly, any Shares, the Purchasers (collectively and their respective Affiliates no longer beneficially own, collectivelynot individually) shall be entitled to, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities each annual meeting of the Company’s shareholders, nominate a number of directors (such Person(s), the Company shall support the nomination of, and cause “Purchaser Designee(s)”) to serve on the Board of Directors (such number of directors rounded down or up to the nominating committee thereofnearest whole number (which may be zero) (e.g., if such number equaled 0.5, the Purchasers would be entitled to one Purchaser Designee, and if such number equaled 0.49, the Purchasers would be entitled to zero Purchaser Designees) equal to the number of current directors multiplied by a fraction, the numerator of which will be the number of full shares of Common Stock into which the then outstanding Shares held, directly or indirectly, by the Purchasers could be converted at the then applicable Conversion Rate (as defined in the Certificate of Amendment), and the denominator of which will be the sum of (1) the number of shares of Common Stock then outstanding plus (2) the number of full shares of Common Stock into which the then outstanding Shares held, directly or indirectly, by the Purchasers could be converted at the then applicable Conversion Rate; provided, however, that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director of the requirements of fiduciary duties Company under applicable law, Law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as all directors of the Company and in effect from time to time. In the event that a Purchaser Designee is nominated, the Company shall (x) include such Purchaser Designee in its slate of nominees for election to the Board of Directors at each annual or special meeting of the Company’s stockholders shareholders and (y) recommend that the Company’s shareholders vote in favor of the election of the Purchaser Designee(s). The Company shall take all reasonably necessary actions to ensure that, at which directors are all times when a Purchaser Designee is eligible to be elected (an “Election Meeting”)appointed or nominated, one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause there are sufficient vacancies on the Board of Directors to include in permit such designation. Notwithstanding the slate of nominees recommended to foregoing, the Company’s stockholders for election as directors rights of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(sPurchasers under this Section 5.6(a) of such Investor Designee(s) as a director on the Board of Directors does not expire shall terminate immediately at such Election Meeting. In time as the event that an Investor Designee resigns from his Purchasers (collectively and not individually) cease to own, directly or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for indirectly, any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyShares.

Board Representation. So long as Bessemer -------------------- Venture Partners III L.P. or its general partner or affiliates of such general partner (a"Bessemer") Subject at all times to Sections 2(bowns not less than fifty -------- percent (50%) and 3(n) herein, during the period beginning at the closing of the IPO until shares of the earliest of (a) the twelfth anniversary Preferred Stock it holds as set forth on Schedule A as of the date Bessemer first executes this Agreement (or an equivalent amount of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities Common Stock issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Sharesthereof), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company and the Stockholders shall support cause and maintain the nomination of, and cause election to the Board of Directors of a representative of Bessemer. So long as Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VII or its general partners or affiliates or partners of such general partners ("Xxxxxxx") owns not less than ------- fifty percent (50%) of the shares the Preferred Stock it holds as set forth on Schedule A as of the date Xxxxxxx first becomes a party to this Agreement (or an equivalent amount of the nominating committee Common Stock issued upon conversion thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of and the Company’s stockholders at which directors are Stockholders shall cause and maintain the election to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in of a representative of Xxxxxxx. So long as RSA Data Security, Inc., a Delaware corporation ("RSA"), owns not less than the slate lesser of nominees recommended to --- (a) ten percent (10%) of the Company’s stockholders for election as directors issued and outstanding voting shares of the Company (on an Investor Designee if as converted basis) or (b) seventy-five percent (75%) of the Investors already have an Investor Designee serving shares of Common Stock held by it as a director set forth on Schedule A as of the date RSA first executes this Agreement, the Company and the Stockholders shall cause and maintain the election to the Board of Directors at of a representative of RSA. In addition, the time of the Election Meeting Company and the term(s) of such Investor Designee(s) as a director on Stockholders shall cause and maintain the election to the Board of Directors does of a representative of each of the following Stockholders for so long as it or its affiliates owns not expire at such Election Meeting. In less than 50 percent (50%) of the event that shares of the Preferred Stock it holds as set forth on Schedule A as of the date it first executes this Agreement (or an Investor Designee resigns from his or her seat on the Board equivalent amount of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules Common Stock issued upon conversion thereof): Intel Corporation and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyVISA."

Board Representation. If Sxx X. Xxxxx, Ph.D. ceases to serve as Chairman of the Board of Directors due to (a) Subject at all times Dx. Xxxxx’x resignation as a director due to Sections 2(b) and 3(n) herein, during a material adverse change to the period beginning at the closing condition of the IPO until the earliest Dx. Xxxxx or any member of (a) the twelfth anniversary of the date of the closing of the IPO; Dx. Xxxxx’x immediate family or (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares a vote or the equivalent written consent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities stockholders of the Company, in which the Company shall support requisite majority for approval of such removal by the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat include any stockholders who serve on the Board of Directors or is removed who are Affiliates of any individuals who serve on the Board of Directors, the Company shall promptly take any and all actions (including by increasing the size of the Board of Directors) as may be required under the laws of its state of incorporation, its certificate of incorporation and bylaws and any all other applicable laws set forth by any governmental authority in order to (i) cause, within five (5) Trading Days following Dx. Xxxxx’x departure, (x) the election of two directors designated by Genesis, which designees shall be (A) independent under Section 5605(a)(2) of the rules of the Nasdaq Stock Market (the “Independence Rules”), (B) not existing stockholders of the Company on the date hereof and (C) persons with relevant experience in either the biotechnology, pharmaceutical or otherwise fails healthcare industries, to become serve as members of the Board of Directors from the date hereof until such director designees’ resignation, death, removal or ceases disqualification (the “Genesis Designees”) and (y) the election of a chairman of the Board of Directors of the Company who qualifies as an independent director under the Independence Rules and (ii) until the Debentures are either repaid or converted in full, include the Genesis Designees as nominees for election or re-election as members of the Board of Directors, as the case may be, in the proxy statement to be a director for sent to any reasonholders of the Company’s capital stock in connection with any annual or special meeting of such holders entitled to vote on such matters if the re-election of the members of the Board of Directors shall be proposed by the Board of Directors in such proxy statement and, in such instance, the vacancy will be filled by Board of Directors shall recommend to any such holders of its capital stock entitled to vote at such meeting in such proxy statement the election or appointment re-election, as applicable, of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyGenesis Designees.