Table of Contents
of the holders of our Class C preferred stock, designated by Deerfield Private Design Fund III, L.P., which are currently Mr. Leff and Ms. Nuechterlein. The
foregoing provisions of the IRA will terminate immediately prior to the completion of this offering. Upon the termination of these provisions, there will be no further contractual rights or
obligations regarding the nomination or election of our directors. Thereafter, each of our current directors will continue to serve until the election and qualification of his or her successor, or his
or her earlier death, resignation or removal.
primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a
regular basis and additionally as required.
Classified Board of Directors
In accordance with the terms of our fourth amended and restated certificate of incorporation and amended and restated bylaws, which
will become effective upon the closing of this offering, our board of directors will be divided into three classes, each of which will consist, as nearly as possible, of one-third of the total number
of directors constituting our entire board of directors and directors in each class will serve staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose
terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following such election. Our directors will be divided among the three classes as
- Class I, which will consist of ,
, whose terms will expire at the first
annual meeting of stockholders to be held following the completion of this offering;
- Class II, which will consist of ,
, and whose terms will expire at the second
annual meeting of stockholders to be held following the completion of this offering; and
- Class III, which will consist
, and whose terms will expire at the third annual meeting
of stockholders to be held following the completion of this offering.
amended and restated bylaws, which will become effective upon completion of this offering, will provide that the authorized number of directors may be changed only by resolution
approved by a majority of our board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as
possible, each class will consist of one-third of the directors.
division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in
Applicable NASDAQ rules require a majority of a listed company's board of directors to be comprised of independent directors within
one year of listing. In addition, NASDAQ rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees
be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The NASDAQ
independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of
his family members has engaged in various types of business dealings with us. In addition, under applicable NASDAQ rules, a director will only qualify as an "independent director" if, in the opinion
of the listed company's board of