Company Nomination Failure

Company Nomination Failure. Means the failure of the Company to notify the Ardsley Group, in writing not less than 30 days next preceding the 2015 Notification Deadline pursuant to Section 4(h) hereof, that the Board (upon recommendation of the CGN Committee) has resolved to nominate the Class III Designee Director for election to the Board at the 2015 Annual Meeting. Notwithstanding the foregoing, if the Class III Designee Director (A) is not willing or able to stand for election and/or consent to serve as a Class III... director, or (B) otherwise is not qualified to be elected and/or to serve as Class III director of the Company (as determined, in good faith, by the CGN Committee), neither the Company's aforementioned failure to so notify the Ardsley Group, nor the Board's failure to nominate the Class III Designee Director, shall constitute a "Company Nomination Failure" under this Agreement; provided, however, in either such case Ardsley Group may in a timely manner designate a replacement nominee for election at the 2015 Annual Meeting who is not an Affiliate, Associate, partner, member, principal, employee, or representative of the Ardsley Group or any member of the Ardsley Group and who is reasonably acceptable to the CGN Committee and a majority of the Board (not including the disqualified director) and otherwise qualified to serve as a Class III director. View More