Board Composition. 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 at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:
(a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;
(b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx;
(c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows:
(i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full...
Board Composition. 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 at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:
(a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx;
(b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below);
(c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) X...
Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board:
(a) AIL shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “AIL Directors”), initially to be Xxxxxxxx Xxxxx and Xxxxxxxx Xx.
(b) Matrix shall be entitled to nominate and elect two (2) directors of the Board of the Company (the “Matrix Directors”), initially to be Xxxxx Xxxx Xxxxx and Xxxxx Man.
(c) Sequoia shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Sequoia Director”), initially to be Xxxxxxx Xxxx.
(d) Yunfeng shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Yunfeng Director”), initially to be Xxxx Xx.
(e) Xxxx Xxx, one of the holders of Ordinary Shares, shall be entitled to elect three (3) directors of the Board of the Company (the “Ordinary Share Directors”), initially to be Xxxx Xxx, Xxxx Xx and Sichuan Zhang, and Xxxx Xxx shall have five (5) votes for each of the matters submitted to the Board of Directors.
(f) Tiger shall be entitled to appoint one (1) observer (the “Board Observer”) of the Board of the Company. The Board Observer shall have the right to (i) receive any notices, documents and information that the Company delivers to the members of the Board and (ii) attend and speak at meetings of the Board.
Board Composition. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by Xxxxxx’x shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor agrees to vote, or cause to be voted, all Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders of the Company, the following persons shall be elected to the Board:
(a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx;
(b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock , one (1) individual designated by Associated, who shall initially be Xxxx Xxxxxxxxx; To the extent that any of the appointment rights set forth in clauses (a) and (b) above shall no longer be applicable due to the applicable Investor no longer holding Preferred Stock, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the holders of the Company’s Preferred Stock entitled to vote thereon in accordance with, and pursuant to, the Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.
Board Composition. (a) Subject to the provisions of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows:
(A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below.
(B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis).
(b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or b...
Board Composition. (i) 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 at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:
(a) The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxx X’Xxxxx.
(b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx.
(c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director.
(d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer.
(e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal ...
Board Composition. (a) For as long as the Shareholders collectively own a majority of the issued and outstanding Shares, the board of directors of the Company (the “Board”) shall consist of not less than five nor more than fifteen members, with the actual number determined in accordance with the Bylaws of the Company, as in effect from time to time, and subject in all instances to this Section 2.1. As of the date of this Agreement, the Board shall initially consist of thirteen members. For so long as required by applicable Indiana law, at least one member of the Board shall be an Indiana resident. Except as otherwise provided in Section 2.1(c), no Shareholder having a right to designate any director pursuant to this Article II shall be required to designate an Indiana resident as a director pursuant to such right; provided, however, that this sentence shall in no way limit the application of the immediately preceding sentence.
(b) For so long as a Shareholder (other than RMR) owns not less than 10% of the issued and outstanding Shares, such Shareholder shall have the right to designate two directors for election to the Board.
(c) For so long as RMR owns not less than 10% of the issued and outstanding Shares, RMR shall have the right to designate three directors for election to the Board. For so long as RMR has the right to designate directors pursuant to the immediately preceding sentence, Indiana law requires the Board to include an Indiana resident as a director of the Company and no other Shareholder designates an Indiana resident as a director of the Company, RMR shall designate at least one Indiana resident to be a director.
(d) Each Shareholder will vote, execute and deliver written consents and take all other necessary action (including, if necessary, causing the Company to call a special meeting of shareholders of the Company) in favor of the election of each director designated by a Shareholder in accordance with this Article II and otherwise to ensure that the composition of the Board is at all times as set forth in this Article II. Each Shareholder agrees that it will not vote any of its Shares in favor of removal of any director designated by another Shareholder unless such other Shareholder shall have consented to such removal in writing. Each Shareholder agrees to cause to be called, if necessary, a special meeting of shareholders of the Company and to vote all the Shares owned by such Shareholder for, or to take all actions in lieu of any such meeting necessar...
Board Composition. The Board shall initially be four, among which (i) one director shall be a person designated by Yahoo (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (ii) two directors shall be persons designated by the Management Members (each a “Management Member Designee” and collectively, the “Management Member Designees”); provided, that in the event the Management Members, collectively, own less than 25% of the number of Equity Securities they own as of the Closing Date, only one director shall be designated by the Management Members and the Management Members will continue to have the right to designate at least one director on the Board as long as JM owns one share of Equity Security of the Company, and (iii) one director shall be a person designated by SOFTBANK (the “SOFTBANK Designee”), provided, that SOFTBANK will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement, Yahoo shall have the right to designate a number of directors equal to the greater of (i) the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality of the requirements of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directors.
Board Composition. 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 at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:
