Common use of Actions of Stockholders Clause in Contracts

Actions of Stockholders. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director who is a NRG Holder Designee may be removed from office unless such removal is directed or approved by the NRG Holder; (b) no director who is an EDH Holder Company Designee may be removed from office unless such removal is directed or approved by the Other Holder; (c) following the resignation, removal or death of a director who is a NRG Holder Designee, the NRG Holder shall have the right to nominate a successor director and such nominee shall be appointed as a member of the Board, in each case in accordance with the provisions of this Article II; (d) following the resignation, removal or death of a director who is an EDH Holder Company Designee, the EDH Holder shall have the right to nominate a successor director and such nominee shall be appointed as a member of the Board, in each case in accordance with the provisions of this Article II; (e) upon the request of the NRG Holder to remove any director who is a NRG Holder Designee, such director shall be removed; (f) upon the request of the EDH Holder to remove any director who is an EDH Holder Company Designee, such director shall be removed; and (g) no NRG Holder Designee (other than Xxxxxxx X. Xxxxx) remains in office after the NRG Holder no longer qualifies for appointment rights under Section 2.2(c).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gsi Commerce Inc), Stock Purchase Agreement (Gsi Commerce Inc)

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Actions of Stockholders. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director who is a NRG Holder Designee may be removed from office unless such removal is directed or approved by the NRG Holder; (b) no director who is an EDH Holder Company Designee may be removed from office unless such removal is directed or approved by the Other Holder; (c) following the resignation, removal or death of a director who is a NRG Holder Designee, the NRG Holder shall have the right to nominate a successor director and such nominee shall be appointed as a member of the Board, in each case in accordance with the provisions of this Article II; (d) following the resignation, removal or death of a director who is an EDH Holder Company Designee, the EDH Holder shall have the right to nominate a successor director and such nominee shall be appointed as a member of the Board, in each case in accordance with the provisions of this Article II; (e) upon the request of the NRG Holder to remove any director who is a NRG Holder Designee, such director shall be removed; (f) upon the request of the EDH Holder to remove any director who is an EDH Holder Company Designee, such director shall be removed; and (g) no NRG Holder Designee (other than Xxxxxxx X. Xxxxx) remains in office after the NRG Holder no longer qualifies for appointment rights under Section 2.2(c).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Gsi Commerce Inc), Stock Purchase Agreement (Gsi Commerce Inc)

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