Common use of Boards of Directors Clause in Contracts

Boards of Directors. For so long as the Purchaser shall be the record and beneficial owner of 100% of the Subject Shares of Reorganized General Media (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares in excess of the minimum 241,908 Subject Shares acquired by the Purchaser hereunder), each member of the Xxxx/Xxxxxx Group Parties hereby agrees that he or it will vote all of his or its shares of Common Stock of Reorganized GMI, whether now owned or hereafter acquired, in favor of the election as a member of the board of directors of each of the GMI Corporations (collectively, the “Boards of Directors”) one (1) representative of the Purchaser (the “Purchaser Board Representative”). In addition to one Purchaser Board Representative, the Boards of Directors shall permit a second representative of the Purchaser to attend meetings as an invited guest; provided, such Person shall have no right to vote or otherwise participate in meetings. The Purchaser Board Representative and the invited guest shall be Persons who shall be reasonably acceptable to the Xxxx/Xxxxxx Group Parties; provided, that neither Xxxxxx, the Xxxxxx Trust, any executive officer of PII, nor any of their Affiliates or associates shall serve as the Purchaser Board Representative, without the prior written approval of the Xxxx/Xxxxxx Group Representatives. In the event that the initial Purchaser Board Representative shall fail or be unable to serve as a member of the Boards of Directors, such vacancy shall be filled solely by another designee of the Purchaser reasonable acceptable to the Xxxx/Xxxxxx Group Parties. At each regular or special meeting of the stockholders of the GMI Corporations called for the purpose, in whole or in part, to elect directors of such GMI Corporation, all Parties shall vote all of their shares of New GMI Common Stock to implement the provisions of this Section 7(a). It is understood and agreed that the foregoing agreement of the Xxxx/Xxxxxx Group Parties shall terminate upon the sale or transfer of any of their Reorganized GMI Common Stock to any Person who is not an Affiliate of such transferor, but only with respect to the voting of such sold or transferred shares of Reorganized GMI Common Stock. The GMI Corporations shall, from and after the Effective Date of the Plan: (A) conduct regularly scheduled in-person joint meetings of the Boards of Directors of the GMI Corporations not less than quarterly and within 45 days after the end of each fiscal quarter; (B) provide written notice (delivered by hand, certified mail, facsimile transmission or email) of such regular meetings to all members of the Boards of Directors not less than ten (10) days prior to the dates of such meetings; and (C) furnish all members of the Boards of Directors with the most currently available financial information and reports concerning the GMI Corporations, including the Annual Financial Statements and quarterly financial statements referred to in Section 7(c)(i) and (ii) above. Unless prior notice shall be waived, special meetings of the Boards of Directors may be called in-person or by telephone conference call upon not less than one business (1) day’s prior notice (delivered by hand, certified mail, facsimile transmission or email) to all members of the Boards of Directors and to such legal counsel as may, from time to time, be designated by the Purchaser Board Representative as his or her counsel.

Boards of Directors. For so long as the Purchaser CCI shall be the record and beneficial owner of 100% of the Subject Shares of Reorganized General Media GMI (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares in excess of the minimum 241,908 Subject Shares acquired by the Purchaser hereunderCCI), each member of the Xxxx/Xxxxxx Group Parties Party hereby agrees that he or it will vote all of his or its shares of Common Stock of Reorganized GMIthe Company and the Corporations, whether now owned or hereafter acquired, in favor of the election as a member of the board of directors of each of the GMI Company and the Corporations (collectively, the “Boards of Directors”) one (1) representative of the Purchaser CCI (the “Purchaser CCI Board Representative”). In addition to one Purchaser CCI Board Representative, the Boards of Directors shall permit a second representative of the Purchaser CCI to attend meetings as an invited guest; provided, such Person shall have no right to vote or otherwise participate in meetings. The Purchaser CCI Board Representative and the invited guest shall be Persons who shall be reasonably acceptable to the Xxxx/Xxxxxx Group Parties; provided, that neither XxxxxxDr. Luis Xxxxxxx Xxxxxx Xxxxxxx, the The Xxxxxx Vector Investment Trust, a California Trust, any executive officer of PIIPenthouse International Inc., a Florida Corporation, nor any of their Affiliates or associates shall serve as the Purchaser CCI Board Representative, without the prior written approval of Xxxx and Xxxxxx, acting on behalf of the Xxxx/Xxxxxx Group RepresentativesParties. In the event that the initial Purchaser CCI Board Representative shall fail or be unable to serve as a member of the Boards of Directors, such vacancy shall be filled solely by another designee of the Purchaser reasonable CCI reasonably acceptable to the Xxxx/Xxxxxx Group Parties. At each regular or special meeting of the stockholders Shareholders of the GMI Company or any of the Corporations called for the purpose, in whole or in part, to elect directors of any such GMI Corporation, all Parties Shareholders shall vote all of their shares of New GMI Common Stock to implement the provisions of this Section 7(a)3.1. It is understood and agreed that the foregoing agreement of the Xxxx/Xxxxxx Group Parties shall terminate upon the sale or transfer of any of their Reorganized GMI Common Stock to any Person who is not an Affiliate of such transferor, but only with respect to the voting of such sold or transferred shares of Reorganized GMI Common Stock. The GMI Company and the Corporations shall, from and after the Effective Date of the Plan: (A) conduct regularly scheduled in-person joint meetings of the Boards of Directors of the GMI Company and the Corporations not less than quarterly and within 45 days after the end of each fiscal quarter; (B) provide written notice (delivered by hand, certified mail, facsimile transmission or email) of such regular meetings to all members of the Boards of Directors not less than ten (10) days prior to the dates of such meetings; and (C) furnish all members of the Boards of Directors with the most currently available financial information and reports concerning the GMI Company and the Corporations, including the Annual Financial Statements and quarterly financial statements referred to in Section 7(c)(i3.3(i) and (ii) abovebelow. Unless prior notice shall be waived, special meetings of the Boards of Directors may be called in-person or by telephone conference call upon not less than one business (1) day’s business day prior notice (delivered by hand, certified mail, facsimile transmission or email) to all members of the Boards of Directors and to such legal counsel as may, from time to time, be designated by the Purchaser CCI Board Representative as his or her counsel.