Board Representation Sample Clauses

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the JD Director. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or othe...

Board Representation. Effective upon the IPO Closing, the Purchaser shall have the right to designate one individual (the “Purchaser Designee”) to be, at Purchaser’s election, either (a) a non-voting observer (a “Board Observer”) of the Company’s board of directors (the “Board”) or (b) elected as a member of the Board. Any Board Observer shall be entitled to attend meetings of the Board, and to receive all information provided to the members of the Board during the period in which such person is a Board Observer; provided, that the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees. In the event of the Purchaser Designee’s death, disability or resignation from the Board prior to the Business Combination Closing, the Purchaser shall have the right to designate a replacement Purchaser Designee. In the event the Purchaser designates a Purchaser Designee to be elected to the Board pursuant to clause (b) above, the Sponsor hereby agrees to vote all of its shares in the Company in favor of the election of the Purchaser Designee, and the Purchaser Designee shall be entitled to an indemnification agreement in the form attached hereto as Exhibit D. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (i) the Board concludes in good faith, upon advice of the Company’s counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and such counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board, independent auditors and/or legal counsel, as the Board may designate, and the Board Observer (assuming the Board Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the NASDAQ Capital Market, or such other exchange on which the Company’s securities are then traded. In the event the Purchaser designates a Board Observer pursuant to clause (a) above, Purchaser’s Board Observer shall have no duties, fiduciary or otherwise, to the Company.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Xxxxx Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of Xx. Xxxxx and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of Xx. Xxxxx and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Xxxxx Directors for so long as Xx. Xxxxx Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Xxxxx Directors for so long as Xx. Xxxxx Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Xxxxx Directors for so long as Xx. Xxxxx Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Xxxxx Director for so long as Xx. Xxxxx Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) Xx. Xxxxx shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary,...

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provid...

Board Representation. During the term of this Agreement, to the extent -------------------- they are entitled under the Company's Fifth Amended and Restated Certificate of Incorporation (the "Restated Certificate") to vote on a particular matter, the -------------------- Founders and the Investors agree to vote all of the shares of the Company's voting securities now or hereafter owned by them, whether beneficially or otherwise (the "Shares"), by written consent, or at any annual or special ------ meeting called for the purpose of electing directors, so as to cause the total number of authorized directors of the Company to be not more or less than nine (9) and to elect members of the Board of Directors as more fully set forth below. (a) The Founders and the Investors agree to vote the Shares to elect two (2) designees of the Founders (the "Founder Directors"), which designees ----------------- shall be determined by the vote or written consent of a majority of the Founders' Shares, and which designees shall initially be Xxxxx Xxx and Xxxxx Xxxxx; (b) The Founders and the Investors agree to vote the Shares to elect the Chief Executive Officer of the Company as one (1) member of the Company's Board of Directors, who initially shall be Xxxxxxx Xxxx; (c) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P. ----------------- ("21st Century"), which designee shall initially be Xxxxx X. Xxxxxxxxx; ------------ (d) The Founders and the Investors agree to vote the Shares to elect one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"), ----------------- ----- which designee shall initially be Xxxxxxxxxxx X. Xxxxxxxxxx; (e) The Founders and the Investors agree that (i) for so long as Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than ------------- 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect one (1) designee of Sleepy Hollow, which designee shall initially be Xxxxxxx Xxxxxxx, and (ii) in the event Sleepy Hollow owns less than 200,000 shares of the Company's Series C Preferred Stock, each shall vote the Shares to elect (1) designee of the majority of the holders of the Series C Preferred Stock then outstanding (in either case, the "Series C Director"); and ----------------- (f) The Founders and the Investors agree to vote the Shares to elect three (3) designees of the majority of the directors (the ...

Board Representation. The merger agreement provides that promptly after the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or...

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Company.

Board Representation. (a) The Board will be comprised of 13 Directors, who will be nominated as follows: (i) seven Directors may be nominated by Sprint (the “Sprint Designees”), except that (A) for as long as there are not more than two Independent Designees, at least one of the Sprint Designees must (I) qualify as an Independent Director, and (II) qualify to serve on the Audit Committee, and be willing to serve on the Audit Committee during his or her tenure as a Director; (B) if, at any time after the Effective Date, Sprint ceases to have a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), then the right of Sprint to nominate Directors will be reduced to a number equal to the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number (and, for the avoidance of doubt, will be subject to further adjustment pursuant to this clause (B) as a result of subsequent changes in Sprint’s Percentage Interest); (C) upon and at all times following the occurrence of a Sprint Adverse Change of Control, then (I) the right of Sprint to nominate Directors will be reduced (if applicable) to a number equal to the lesser of (x) the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number and (y) six; and (II) the right of Sprint to nominate Directors will be subject to further adjustment in accordance with Section 2.1(a)(i)(B), Section 2.1(a)(vii) and Section 3.8(e)(i); provided that in no event shall the number of Directors that Sprint is entitled to nominate upon and after the occurrence of a Sprint Adverse Change of Control exceed six; and (D) subject to clause (C)(II) above, the number of Directors that Sprint is entitled to nominate may be further adjusted in accordance with (I) clause (vii) of this Section 2.1(a), and (II) Section 3.8(e)(i); and (ii) one Director may be nominated by Eagle River (the “Eagle River Designee”), except that (A) if, at any time after the Effective Date, Eagle River ceases to own at least 50% of the Eagle River Original Shares, then Eagle River will cease to have the right to nominate any Directors; and (B) for as long as Eagle River has the right to nominate a Director, Eagle River will also have the right to designate one individual (the “Eagle River Observer”) that will have Observer Rights subject to the Observer Restrictions; and (iii) one Director may ...

Board Representation. (a) The Xxxxxxx Stockholders (treated as one stockholder) shall have the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 40% but less than 50% of the outstanding shares of the Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 30% but less than 40% of the outstanding shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 20% but less than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of Xxxxxxx Designees that the Xxxxxxx Stockholders are entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in the size of the Board. (b) In the event that the Xxxxxxx Stockholders have designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders shall be entitled to designate for nomination pursuant to Section 2.1(a), the Xxxxxxx Stockholders shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders to designate for nomi...

Board Representation. (a) Until such time as Apollo no longer beneficially owns at least 50.1% of the total number of shares of Common Stock outstanding at any time, the Company shall support the nomination of, and cause the Board of Directors of the Company (the “Board of Directors”) to include in the slate of nominees recommended to stockholders for election as directors, four (4) persons designated at any time and from time to time by Apollo Management; (b) After such time as Apollo no longer beneficially owns at least 50.1%, but until such time as Apollo no longer beneficially owns at least 33 1/3% of the total number of shares of Common Stock outstanding at any time, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to stockholders for election as directors, three (3) persons designated at any time and from time to time by Apollo Management; (c) Until such time as Apollo no longer beneficially owns at least 50.1% of the total number of shares of Common Stock outstanding at any time, upon written request from Apollo Management, the Company promptly shall take all action as shall be necessary to, and shall cause the Board of Directors of the Company to, increase the size of the Board of Directors by such number that will cause Apollo Designees to constitute a majority of the positions on the Board of Directors, and the Company shall cause the Board of Directors promptly to fill the vacancies created by such increase with Apollo Designees and shall, at the annual stockholder meeting following such written request from Apollo Management, support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to stockholders for election as directors, Apollo Designees to fill such vacancies (in addition to the four (4) Apollo Designees referred to in clause (a)); provided, however, that, notwithstanding the foregoing subsections (a), (b) and (c), the Company shall not be required to take any action which it reasonably believes is unlawful, and the Company shall be allowed to take any action the omission of which it reasonably believes would be unlawful. (d) Until such time as Apollo no longer beneficially owns at least 33 1/3% of the total number of shares of Common Stock outstanding at any time, vacancies arising through the death, resignation or removal of an Apollo Designee may be filled only by a majority of the directors nominated by Apollo Management then in off...