Independent Board of Directors. The Company covenants and agrees that no later than (i) 180 days following the Closing Date and (ii) 30 days following the Effective Date, the Board of Directors of the Company shall be comprised of a majority of “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15).
Independent Board of Directors. The Company covenants and agrees that no later than 180 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members (at least two of whom shall be fluent English speakers who possess experience such that he or she can fulfill its fiduciary obligations and other responsibilities as a director of a United States publicly listed company incorporated in the United States), a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15) and a meeting of such full Board of Directors shall be convened within such 180 days following the Closing Date. The Board of Directors shall appoint Board committees, which shall include, but not be limited to, an Audit Committee, Nominating Committee and Compensation Committee. The Company agrees that $250,000 (the “Board Holdback Escrow Amount”) of the Total Holdback Amount delivered to the Escrow Agent pursuant to the Closing Escrow Agreement shall remain in escrow post Closing pursuant to and subject to the provisions of the Holdback Escrow Agreement until such time as the Company complies with the conditions precedent to its release in accordance with the Holdback Escrow Agreement.
Independent Board of Directors. The Company covenants and agrees that no later than 120 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members, a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15). The Company agrees that $2,000,000 (the “Board Holdback Escrow Amount”) shall be held in escrow pursuant to the Holdback Escrow Agreement until such time as the Company complies with its obligations under this Section 4.12. If for any reason or for no reason whatsoever, the Escrow Agent does not receive the written notice contemplated by the Holdback Escrow Agreement from the Company and the Investors then holding a majority of the Shares relating to either the release of (i) the Board Holdback Escrow Amount prior to 125 calendar days following the Closing Date or (ii) CFO Holdback Escrow Amount prior to 95 calendar days following the Closing Date (each such failure or breach being referred to as an “Event,” and for purposes of this section the date such Event occurs being referred to as “Event Date”), then in addition to any other rights the Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor by wire transfer an amount in immediately available funds, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Investment Amount paid by such Investor for Shares pursuant to this Agreement. The partial liquidated damages payable under this Section 4.12 shall be independent of any other damages payable under this Agreement or any other Transaction Document and shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. In no event will the Company be liable for partial liquidated damages in excess of 1% of the aggregate Investment Amount of the Investors in any 30-day period in respect of any single Event (it being understood that if the Company suffers an Event relating to its failure to comply with this Section 4.12 and an Event relating to its failure to comply with Section 4.15 in a 30-day period it will be responsible for 2% of liquidated damages in a 30-day period). It is further understood that the partial liquidated damages contemplated hereby are limited to the Board Holdback Escrow Amount as t...
Independent Board of Directors. The Company covenants and agrees that no later than 120 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members, a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15). The Company agrees that $1,000,000 (the “Board Holdback Escrow Amount”) shall be held in Escrow pursuant to the Escrow Agreement until such time as the Company complies with this obligation.”
Independent Board of Directors. As promptly as practicable and in no event later than the 180th day after the Closing Date, the Company shall reconstitute its Board of Directors (the “Board”) so that as so constituted, the Board shall consist of not less than five members, a majority of whom shall qualify as an “independent director” as defined in NASDAQ Marketplace Rule 5605(a)(2) and the related NASDAQ interpretive guidance.
Independent Board of Directors. The Company covenants and agrees that no later than ninety (90) days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members (at least two of whom shall be fluent English speakers who possess experience such that he or she can fulfill its fiduciary obligations and other responsibilities as a director of a United States publicly listed company incorporated in the United States), a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15) and a meeting of such full Board of Directors shall be convened within such ninety (90) days following the Closing Date. The Board of Directors shall appoint Board committees, which shall include, but not be limited to, an Audit Committee, Nominating Committee and Compensation Committee. The chairperson of such Audit Committee shall be acceptable to the Investors. The Company agrees that $1,500,000 (the “Board Holdback Escrow Amount”) of the Total Holdback Amount delivered to the Escrow Agent pursuant to the Closing Escrow Agreement shall remain in escrow post Closing pursuant to and subject to the provisions of the Holdback Escrow Agreement until such time as the Company complies with the conditions precedent to its release in accordance with the Holdback Escrow Agreement.
Independent Board of Directors. If on any day after the date of this Agreement, for a continuous period of 120 days (i) the board of directors shall not be composed in the majority of qualified independent directors, as defined by the rules of the NASDAQ (an “Board Independence Failure”), or (ii) the audit and compensation committees of the board of directors shall not be composed in the majority of qualified independent directors, as defined by the rules of the NASDAQ (an “Committee Independence Failure”), then, as relief for any damages, the Company shall issue, pro rata, to the holders of Registrable Securities, Penalty Shares equal to three percent (3%) of the purchase price (calculated according to the Stockholder’s respective Subscription Agreement) on each of the following dates: (i) every thirtieth day after the day of an Board Independence Failure (pro rated for periods totaling less than thirty days) thereafter until such Board Independence Failure is cured; and (ii) on every thirtieth day after the initial day of a Committee Independence Failure (pro rated for periods totaling less than thirty days) thereafter until such Committee Independence Failure is cured. The parties hereto agree that the only damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages.
Independent Board of Directors. The Company covenants and agrees that no later than 180 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members (at least two of whom shall be fluent English speakers who possess experience fulfilling its fiduciary obligations and other responsibilities as a director of a United States publicly listed company incorporated in the United States), a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15) and a meeting of such full Board of Directors shall be convened within such 180 days following the Closing Date. The Board of Directors shall appoint all Board committees required under the NASDAQ Marketplace Rules, which shall include, but not be limited to, an Audit Committee, Nominating Committee and Compensation Committee.
Independent Board of Directors. The Company shall use best efforts to add members to its Board of Directors such that within one hundred and twenty (120) calendar days from the Closing Date a majority of the Board shall be “independent directors” within the meaning of the rules of the Nasdaq Stock Market.
Independent Board of Directors. The Company agrees that within 120 days following the final closing of the Offering, it will establish a board of directors a majority of whose members are “independent” within the meaning of Rule 4200(a)(15) of the Nasdaq Marketplace Rules. To the extent described in the Term Sheet and the Bank Escrow Agreement the form of which is attached as an exhibit to the Term Sheet, the Company has agreed to deposit $650,000 from the proceeds of the Offering into escrow until such time as the Company has satisfied this requirement to the satisfaction of the Company and the Placement Agent. The undersigned understands that under the Bank Escrow Agreement, the funds will be disbursed to the Company in accordance with the joint written instructions of the Company and the Placement Agent and Subscriber will have no control over the disbursement of such funds. Subscriber hereby indemnifies and holds harmless the Company, the Placement Agent and the Escrow Agent from and against any and all claims, suits, proceedings and damages arising by reason of the transactions contemplated by the Bank Escrow Agreement, except as against a person who is found by a court of competent jurisdiction to have acted with gross negligence or willful misconduct.
