Board Composition Requirements. At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of a meeting relating to the election of directors, the Purchaser shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it with respect to all directorships other than those which the Purchaser is entitled to designate pursuant to Section 5.3 of the Purchase Agreement(the "SOFTBANK Designees"), (a) in favor of the Continuing Directors at such time and (b) against the election of any directors other than the Continuing Directors.
Board Composition Requirements. The Company and Purchaser hereby acknowledge and agree that Purchaser has been granted the right to designate one member of the Board of Directors pursuant to Section 4.7 of the Securities Purchase Agreement. The parties hereto intend that Jaloxxx xxxll have the right to designate, for as long as he Beneficially Owns at least 50% of the number of shares of Common Stock he will Beneficially Own after his purchase of the 750,000 shares pursuant to the Securities Purchase Agreement, two members of the Board of Directors, including the director designated by Purchaser under Section 4.7 of the Securities Purchase Agreement (the "Board Composition Requirement"). At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, the Principal Stockholders shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned in favor of a slate of directors meeting the Board Composition Requirement and nominated as contemplated by Section 3.2 hereof and against any slate of directors that does not satisfy the Board Composition Requirements or the nomination procedures contemplated by Section 3.2.
Board Composition Requirements. The parties hereto intend that ------------------------------ SOFTBANK shall have the right to designate (i) a number of members of the Company's Board of Directors equal to the product of (A) the total number of authorized directors and (B) the aggregate Proportionate Share (as defined in the Purchase Agreement) of the Purchaser and the SOFTBANK Entities (as defined in the Purchase Agreement) on the Company's Board of Directors, rounded up to the nearest whole number, but not to exceed two directors (the "Board Composition Requirement"), and (ii) so long as the Purchaser and the SOFTBANK Entities collectively own 50% or more of the Shares theretofore purchased hereunder, the Purchaser shall have the right to designate one director to be a member of each committee of the Company's Board of Directors. At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, the Principal Stockholder shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of a slate of directors meeting the Board Composition Requirement and nominated as contemplated by Section 3.2 hereof and against any slate of directors that does not satisfy the Board Composition Requirements or the nomination procedures contemplated by Section 3.2.
Board Composition Requirements. At any meeting of stockholders ------------------------------ at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of a meeting relating to the election of directors, SOFTBANK shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of the Continuing Directors at such time."
Board Composition Requirements. For so long as this Agreement remains in effect, the Parties hereto intend that one member of the Company's Board of Directors shall be the designee of (and must at all times be acceptable to) Stein, one member of the Company's Board of Directors shall be the desigxxx xf (and must at all times be acceptable to) Paymentech and the remaining members of the Company's Board of Directors shall be designees of (and must at all times be acceptable to) SOFTBANK. The Board composition requirements set forth in this Section 1.2 are herein referred to as the "Board Composition Requirements."
Board Composition Requirements. The parties hereto intend that ------------------------------ the Board of Directors of the Company shall consist of seven (7) members. TMCT shall have the right to designate one (1) member of the Company's Board of Directors (the "Board Composition Requirement") and shall retain such right for so long as TMCT retains ownership of at least 300,000 shares of the Company's Common Stock. At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, the Principal Stockholder shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of a slate of directors meeting the Board Composition Requirement and nominated as contemplated by Section 3.2 hereof and against any slate of directors that does not satisfy the Board Composition Requirements or the nomination procedures contemplated by Section 3.2.
