Common use of Board of Directors Representation Clause in Contracts

Board of Directors Representation. From and after the date hereof, each of Xxxxx and any of its affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as Xxxxx and its Affiliates hold not less than a majority of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Board.

Board of Directors Representation. From (a) Effective upon the acceptance for payment of, and after the date hereofpayment for, each of Xxxxx and any of its affiliates and successors Shares pursuant to the Xxxxx Common Stock and TCW and any Offer, Parent shall be entitled to designate such number of its affiliates and successors directors, rounded up to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquirednext whole number, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions to serve on the BoardBoard of Directors of the Company as will give Merger Subsidiary, or in any written consent executed in lieu subject to compliance with Section 14(f) of such a meeting the Exchange Act, representation on the Board of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary Directors of the Company equal to ensure that, at least that number of directors which equals the product of (i) the total number of directors on the Board of Inland consists Directors (giving effect to the election of six any additional directors pursuant to this section) and (6ii) members a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (unless including Shares accepted for payment and for which payment has been made) and the Requisite Holders (as defined in denominator of which shall be the Exchange and Note Issuance Agreement) have exercised their rights under number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Exchange and Note Issuance Agreement andCompany's Board of Directors, as a result of the failure of a then existing director to resign or otherwiseincluding without limitation, it is necessary to increase increasing the size of the Board in order of Directors and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to permit cause persons designated by Parent to constitute at least the Requisite Holders same percentage (rounded up to exercise such rights)the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) for so long as Xxxxx and its Affiliates hold not less than a majority each board of directors (or similar body) of each Subsidiary of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, Company and (iii) for so long as there each committee (or similar body) of each such board. At the request of Parent, the Company shall be any TCW Sub Notes outstanding take, at its expense, all action required pursuant to Section 14(f) and the provisions of SECTIONS 5.2, 5.3 and 9.2 Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and Note Issuance Agreement are applicable, shall include in the Requisite Holders shall have originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the right to have one or more individuals designated for election toCompany, and will be elected tosolely responsible for, the Board as set forth in all information with respect to themselves and pursuant to Sections 5.2their officers, 5.3 directors and 9.2 of the Exchange affiliates required by such Section and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Boardsuch Rule.

Board of Directors Representation. From (a) Effective upon the --------------------------------- acceptance for payment of, and after the date hereofpayment for, each of Xxxxx and any of its affiliates and successors Shares pursuant to the Xxxxx Common Stock and TCW and any Offer, Parent shall be entitled to designate such number of its affiliates and successors directors, rounded up to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquirednext whole number, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions to serve on the BoardBoard of Directors of the Company as will give Merger Subsidiary, or in any written consent executed in lieu subject to compliance with Section 14(f) of such a meeting the Exchange Act, representation on the Board of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary Directors of the Company equal to ensure that, at least that number of directors which equals the product of (i) the total number of directors on the Board of Inland consists Directors (giving effect to the election of six any additional directors pursuant to this section) and (6ii) members a fraction, the numerator of which shall be the number of Shares beneficially owned by Parent and/or Merger Subsidiary (unless including Shares accepted for payment and for which payment has been made) and the Requisite Holders (as defined in denominator of which shall be the Exchange and Note Issuance Agreement) have exercised their rights under number of Shares then outstanding. The Company shall, upon request of Parent, take all reasonable actions to cause Parent's designees to be elected or appointed to the Exchange and Note Issuance Agreement andCompany's Board of Directors, as a result of the failure of a then existing director to resign or otherwiseincluding without limitation, it is necessary to increase increasing the size of the Board in order of Directors and/or securing the resignations of incumbent directors. At such time, the Company shall, if requested by Parent, also take all action reasonably necessary to permit cause persons designated by Parent to constitute at least the Requisite Holders same percentage (rounded up to exercise such rights)the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) for so long as Xxxxx and its Affiliates hold not less than a majority each board of directors (or similar body) of each Subsidiary of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, Company and (iii) for so long as there each committee (or similar body) of each such board. At the request of Parent, the Company shall be any TCW Sub Notes outstanding take, at its expense, all action required pursuant to Section 14(f) and the provisions of SECTIONS 5.2, 5.3 and 9.2 Rule 14(f)-1 of the Exchange Act in order to fulfill its obligations under this Section 2.03 and Note Issuance Agreement are applicable, shall include in the Requisite Holders shall have originally filed Schedule 14D-9 and otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Merger Subsidiary will supply to the right to have one or more individuals designated for election toCompany, and will be elected tosolely responsible for, the Board as set forth in all information with respect to themselves and pursuant to Sections 5.2their officers, 5.3 directors and 9.2 of the Exchange affiliates required by such Section and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Boardsuch Rule.

Board of Directors Representation. From and after the date hereof, each of Xxxxx and any of its affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as Xxxxx and its Affiliates hold not less than a majority of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign 6 <PAGE> from the Board and to ensure that the individual designated for election by the other party is elected to the Board.. 5.2

Board of Directors Representation. From and after the date hereof, each of Holdings, JEDI, the members of the Xxxxx Group and any of its their respective affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock AND the Xxxxx Group continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third . Each member of the members Xxxxx Group agrees that it will not vote its respective shares of Common Stock for the Board, and (iii) for election of directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 Xxxxx Group continues to hold 10% or more of the Exchange combined outstanding shares of Common Stock and Note Issuance Agreement are applicableSeries Z Preferred Stock; provided, further, that, notwithstanding the Requisite Holders shall have foregoing, if the right Xxxxx Group does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to have one or more individuals designated for election to, and directors that may be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 by holders of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.

Board of Directors Representation. From and after the date hereof, each of Xxxxx Smith and any of its affiliates and successors to the Xxxxx Smith Common Stock and xxx TCW and any of its affiliates and successors to the TCW txx XXW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as Xxxxx Smith and its Affiliates hold not less than a majority of the Common StockStoxx, Xxxxx Xmith and its Affiliates, as a group, shall have the right to appoint not less nox xxxs than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx Smith has a right to replace a member of each Board designated by the other party otxxx xarty with its own designee, Xxxxx Smith or the Requisite Holders of TCW Sub Notes (as the case may be) shall take shaxx xxke all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Board.

Board of Directors Representation. From and after the date hereof, each of Xxxxx Holdings, JEDI, the members of the Smitx Xxxup and any of its their respective affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as Xxxxx such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock and the Smitx Xxxup continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third . Each member of the members Smitx Xxxup agrees that it will not vote its respective shares of Common Stock for the Board, and (iii) for election of directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 Smitx Xxxup continues to hold 10% or more of the Exchange combined outstanding shares of Common Stock and Note Issuance Agreement are applicableSeries Z Preferred Stock; provided, further, that, notwithstanding the Requisite Holders shall have foregoing, if the right Smitx Xxxup does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to have one or more individuals designated for election to, and directors that may be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 by holders of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.

Board of Directors Representation. From (a) Notwithstanding the rights and after obligations set forth in Section 3.1, in addition to such rights that may be provided to the date hereofMubadala Investors in respect of their Existing Units pursuant to the Subscription Agreement, each upon the occurrence of Xxxxx a Qualified IPO and the exchange of the Notes for Exchange Securities pursuant to Section 5.1, the IPO Entity will, at the option of the Mubadala Investors in their sole discretion, subject to any required regulatory approvals, cause one person nominated by such Mubadala Investors (acting collectively) (the “Board Representative”) to be elected or appointed to its board of directors or, if applicable, the board of directors of its affiliates general partner (the “Board of Directors”) (which person shall be subject to satisfaction of all legal and successors to the Xxxxx Common Stock and TCW and any governance requirements regarding service as a director of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless Directors as required by the Requisite Holders (as defined in applicable securities exchange and/or the Exchange Commission and Note Issuance Agreement) have exercised their rights under to the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size reasonable approval of the Board in order to permit the Requisite Holders to exercise of Directors’ nominating committee, if any (such rightsapproval not be unreasonably withheld or delayed)). After such appointment, (ii) for so long as Xxxxx and its Affiliates hold not less than a majority the Mubadala Investors (together with any of their Affiliates) beneficially own in the aggregate directly or indirectly at least 7.5% of the Common StockUnits or other common equity interests in the Issuers or Substitute Parent Entities, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx or the Requisite Holders of TCW Sub Notes (as the case may be, that are issued and outstanding, calculated on a fully-diluted basis, the IPO Entity will be required, subject to satisfaction of all legal and governance requirements regarding service as a director of the Board of Directors as required by the applicable securities exchange and/or the Commission and to the reasonable approval of the Board of Director’s nominating committee, if any (such approval not be unreasonably withheld or delayed), to recommend to its equity holders the election to the Board of Directors of the Board Representative at the IPO Entity’s annual meeting, if any. If the Mubadala Investors no longer beneficially own in the aggregate (together with any of their Affiliates) the minimum number of securities specified in the prior sentence, the Mubadala Investors will have no further rights under this Section 3.2 and, at the written request of the Board of Directors, shall take use all necessary action in their capacities as shareholders reasonable efforts to cause one of its own designees on the Board Representative to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Boardof Directors as promptly as possible thereafter.

Board of Directors Representation. From and after the date --------------------------------- hereof, each of Holdings, JEDI, the members of the Xxxxx Group and any of its their respective affiliates and successors to the Xxxxx Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock and the Xxxxx Group continues to hold 10% or more of the combined --- outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, Xxxxx and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third . Each member of the members Xxxxx Group agrees that it will not vote its respective shares of Common Stock for the Board, and (iii) for election of directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 Xxxxx Group continues to hold 10% or more of the Exchange combined outstanding shares of Common Stock and Note Issuance Agreement are applicableSeries Z Preferred Stock; provided, further, that, notwithstanding the Requisite Holders shall have foregoing, if the right Xxxxx Group does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to have one or more individuals designated for election to, and directors that may be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 by holders of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Xxxxx has a right to replace a member of each Board designated by the other party with its own designee, Xxxxx Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.