Agreement to Vote for Directors. The Company hereby agrees to take such actions as are necessary, and each of the other parties hereto agrees to vote his, her or its Covenant Preferred Shares (and any other shares of the Capital Stock of the Company over which he, she or it exercises voting control), and take such other actions as are necessary, so as to elect and thereafter continue in office as Directors of the Company (i) two nominees of the
Agreement to Vote for Directors. (a) If, pursuant to the Restated Certificate, the Class B Stockholders are authorized to vote on a proposal to elect one or more Investor Directors (as defined in the Corporate Governance Agreement) presented at any meeting of stockholders of the Company, the Class B Stockholders shall vote each share of Subject Common Stock as to which they hold voting power in favor of the election of any Investor Director at such meeting and any adjournment thereof.
(b) If, pursuant to the Restated Certificate, the Class B Stockholders are authorized to vote on a proposal to elect one or more persons as directors to the Board (as defined in the Corporate Governance Agreement) presented at any meeting of stockholders of the Company called upon (i) the exercise by the Investor Agents (as defined in the Corporate Governance Agreement) of a remedy they are entitled to exercise pursuant to Section 3.4 of the Corporate Governance Agreement, or (ii) the exercise by the Permitted Owners (as defined in the Corporate Governance Agreement) of any rights they are entitled to exercise under Section 5 of the Designation and the Option Designation, the Class B Stockholders shall vote each share of Subject Common Stock as to which they hold voting power in favor of the election of such persons as directors as may be designated or nominated by the Investor Agents or Permitted Owners, as applicable (including any Investor Directors as defined in the Corporate Governance Agreement); provided that the Class B Stockholders shall not be required to vote their shares of Subject Common Stock in favor of more than such number of persons so designated or nominated who, upon their election, would then constitute (together with any incumbent Investor Directors) a majority of the members of the Board.
Agreement to Vote for Directors. The Founding Stockholders agree to vote all shares of Class A Common Stock now or hereafter owned by them, or that they have the right to vote (the "Voting Shares"), at any regular or special meeting of stockholders of the Corporation, or in lieu of any such meeting, to give their written consent, to the election or removal of Directors of the Corporation so as to elect Directors in accordance with the provisions of Section 2.1. The Founding Stockholders agree to vote their Voting Shares for the removal (including removal without cause) of any Director (and for the replacement of such Director pursuant to Section 2.1(c)) upon receipt of written instructions requesting such action from a Founding Stockholder entitled to designate such Director; provided that a replacement Director shall have been concurrently designated by such Founding Stockholder entitled to designate the replacement Director and such replacement Director shall be elected to the Board of Directors concurrently with the vote for removal of the Director proposed to be replaced.
Agreement to Vote for Directors. Each Stockholder agrees to vote, in person or by proxy, all Covered Shares owned by it (i) in favor of Xxxxxxx X. Xxxxxxxx (for so long as he serves as the Chief Executive Officer of the Company) and each Family Designee, CDR Designee, Exor Designee and Other Director when nominated for election to the Board and to take all other steps within such Stockholder's power (including causing the Company to call a special meeting of stockholders) to ensure that the composition of the Board is as set forth in this Section 2.1 and (ii) against any merger, consolidation or sale of substantially all the assets of the Company not approved in the manner required by Section 2.2.
Agreement to Vote for Directors. 3.1 Each of the Parties hereby agrees to vote, either in person or by its nominee or proxy, all Ordinary Shares beneficially owned, directly or indirectly, by such Party on the date hereof or hereafter acquired, at a regular or special meeting of the Company's shareholders (or by written consent) at which the directors ("Directors") of the Company's board of directors (the "Board") are to be elected, in favor of a slate of Directors consisting of: (i) one nominee of the New Shareholder to the Board, and (ii) as many other representatives that such Selling Shareholders shall unanimously indicate (but in no event less than the number and identity of representatives as they have immediately prior to the IPO). The Parties further agree to cause the existing Board, and future Boards, to nominate for election such persons in any proxy statement and written ballot sent to the shareholders of the Company in connection with such election or meeting.
3.2 At least three days in advance of each regular or special meeting of the Company's shareholders at which the Directors of the Board are to be elected, the Parties entitled to select nominees to the Board will notify the other Parties of the identity of the nominee(s) to be elected to the Board in accordance with Section 3.1
Agreement to Vote for Directors. (a) During the term of this Agreement, each of Astra and GKH agrees that at any regular or special meeting of the stockholders of the Company at which director nominees are to be elected to the Board, or in any written consent executed in lieu of such a meeting, it shall (a) vote its Common Stock, (b) take all actions necessary and (c) cause the directors nominated by it to the Board pursuant to this Agreement to take all actions necessary, to ensure the election to the Board of the individuals nominated by the other.
(b) Upon the request of Astra or GKH, as the case may be, the non-requesting party will vote its Common Stock to (i) remove any individual nominated by the requesting party and (ii) appoint another individual nominated by the requesting party.
Agreement to Vote for Directors. The Stockholders agree to vote all shares of Common Stock held by them in favor of the persons designated pursuant to Sections 4.1 and 4.2 hereof. The failure of any Stockholder entitled to designate nominees pursuant to Sections 4.1 or 4.2 hereof to fully exercise its respective designation rights shall not constitute a waiver or diminution of such rights, nor shall it prevent such Stockholder from fully exercising such rights prospectively. Should a person designated pursuant to Section 4.1 or 4.2 hereof be unwilling or unable to serve, or otherwise cease to serve (including by means of removal in accordance with the following sentence), the Stockholders who originally nominated such director pursuant to Sections 4.1 or 4.2 shall be entitled to designate any replacement director. If the Apollo Stockholders propose to remove any director designated by them, or if the Blackstone Stockholders propose to remove any director designated by them, the Stockholders agree to cooperate in, and vote all shares of Common Stock held by them in support of, such removal and any resulting vacancy shall be filled in accordance with the preceding sentence. The Stockholders agree not to take any action to remove, with or without cause, any director other than in accordance with the foregoing.
Agreement to Vote for Directors. Subject to Section 2.1(f), at each Election Meeting, each Stockholder agrees to vote, in person or by proxy, all Shares either beneficially owned or owned of record by it and its affiliates in favor of the election of the Stockholder Designees and the Company Designees when nominated for election to the Board.
Agreement to Vote for Directors. For so long as Buyer has the right to nominate any Buyer Designees, Buyer agrees to vote, in person or by proxy, or to act by written consent (if applicable) with respect to, all shares of Common Stock owned by it to cause the election of all of the directors nominated by the Nominating and Corporate Governance Committee when nominated for election to the Board.
Agreement to Vote for Directors. 17 SECTION 3.02. Agreement of Voting Parties to Vote.............................................19 SECTION 3.03. Specification of Designees......................................................20 SECTION 3.04. Covenant of Company.............................................................20 SECTION 3.05. Stock Splits, Stock Dividends, Etc..............................................20 SECTION 3.06. Committees......................................................................20
