Common use of Composition of Board of Directors Clause in Contracts

Composition of Board of Directors. The Shareholders agree that in any election of directors of the Company, they shall vote or act by written consent, as the case may be, all shares of capital stock of the Company now or hereafter owned or controlled by them, including all shares that they are entitled to vote under any voting trust, voting agreement or proxy, to elect a Board of Directors comprising eight directors designated as follows: (a) three directors (each a "Series A Director") shall be designated by the holders of a majority of the Series A Underlying Common Stock; provided, that Austin Ventures III will designate two Series A Directors for so long as Austin Ventures III holds any Series A Underlying Common Stock, and the remaining Series A Director shall be designated by the holders of a majority of the Series A Underlying Common Stock; (b) one director (the "Series B Director") shall be designated by the holders of a majority of the Preferred B Warrant Shares; provided, that Austin Ventures V will designate the Series B Director for so long as Austin Ventures V holds any Preferred B Warrants or Preferred B Warrant Shares; (c) one director (the "Series C Director,") shall be designated by the holders of a majority of the Series C Underlying Common Stock; provided, that Windward will designate the Series C Director for so long as Windward holds any Series C Underlying Common Stock; (d) one director (the "Series D Director" and, together with the Series A Directors, the Series B Director and the Series C Director, the "Purchaser Directors") shall be designated by the holders of a majority of the Series D Preferred Stock; provided, that ABRY will designate the Series D Director for so long as ABRY holds any Series D Underlying Common Stock; (e) one director (the "President Director") shall be Xxxxx X. Xxxx ("Xxxx"), for so long as Hull is employed by the Company and, thereafter, one director shall be designated by the President of the Company; and (f) one director shall be designated by the holders of the Mezzanine Warrants (the "Warrant Director"), as provided in Section 7.01(n) of the Note Agreement.

Composition of Board of Directors. The Shareholders agree that in any election of directors of the Company, they shall vote or act by written consent, as the case may be, all shares of capital stock of the Company now or hereafter owned or controlled by them, including all shares that they are entitled to vote under any voting trust, voting agreement or proxy, to elect a Board of Directors comprising eight seven directors designated as follows: (a) three directors (each a "Series A Director") shall be designated by the holders of a majority of the Underlying Common Stock (as defined in the Series A Underlying Common StockPurchase Agreement); provided, that Austin Ventures III will designate two Series A Directors for so long as Austin Ventures III holds any Series A Underlying Common Stock, and the remaining Series A Director shall be designated by the holders of a majority of the Series A Underlying Common Stock; (b) one director (the "Series B Director") shall be designated by the holders of a majority of the Preferred B Warrant Shares; provided, that Austin Ventures V will designate the Series B Director for so long as Austin Ventures V holds any Preferred B Warrants or Preferred B Warrant Shares;. (c) one director (the "Series C Director,") shall be designated by the holders of a majority of the Series C Underlying Common Stock; provided, that Windward will designate the Series C Director for so long as Windward holds any Series C Underlying Common Stock; (d) one director (the "Series D Director" and, and together with the Series A Directors, Directors and the Series B Director and the Series C Director, the "Purchaser Directors") shall be designated by the holders of a majority of the Series D Preferred StockShares; provided, that ABRY Windward will designate the Series D C Director for so long as ABRY Windward holds any Series D Underlying Common StockShares; (ed) one director (the "President Director") shall be Xxxxx X. Xxxx ("Xxxx"), for so long as Hull is employed by the Company and, thereafter, one director shall be designated by the President of the Company; and (fe) one director shall be designated by the holders of the Mezzanine Warrants (the "Warrant Director"), as provided in Section 7.01(n) of the Note Agreement.

Composition of Board of Directors. The Shareholders agree that in (a) Prior to the date on which the Company consummates a bona fide underwritten public offering of Common Stock pursuant to an effective registration statement under the Securities Act (other than Form S-8 or any election successor or similar form) (an "IPO"): (i) the Board of directors Directors of the CompanyCompany (the "Board") shall consist of seven (7) members; (ii) stockholders shall have the right to nominate directors as set forth below; (iii) subject to section 3.4(g), they all Stockholders shall vote comply with the provisions of this Article 3 to ensure that designees are appointed or act by written consentelected, as the case may be, all shares to (or removed from) the Board; and (iv) the rights described in the provisions of capital stock of this Article 3 are personal to the Company now or hereafter owned or controlled by them, including all shares that they are entitled to vote under any voting trust, voting agreement or proxy, to elect a Board of Directors comprising eight directors designated as follows: (a) three directors (each a "Series A Director") shall party named in such provision and cannot be designated by the holders of a majority of the Series A Underlying Common Stock; provided, that Austin Ventures III will designate two Series A Directors for so long as Austin Ventures III holds any Series A Underlying Common Stock, and the remaining Series A Director shall be designated by the holders of a majority of the Series A Underlying Common Stock;assigned. (b) Nominees for election to the Board pursuant to Sections 3.1(c) and (d) will be chosen by majority vote of the persons or group entitled to make such nomination under this Agreement that continue to own Securities on such date. (c) Prior to the earlier of (i) the date on which the Company consummates an IPO and (ii) the date on which the holders of Common Stock on the date hereof and their Permitted Transferees no longer beneficially own (as such term is defined in the Exchange Act) at least 50% of the shares of Common Stock held by such holders of Common Stock on the date hereof (after giving effect to any Recapitalization Events), the Common Stockholders on the date hereof shall have the right to designated one (1) individual to be director (the "Common Stock Director"). (d) Prior to the date on which the Company consummates a Qualified Public Offering, the Series B E Investors shall have the right to nominate four (4) individuals to be directors (each, a "Series E Director") shall be designated by with Sandler Capital Management and its Affiliates (collectively, "Sandler") having the holders of a majority right to designate two (2) of the Preferred B Warrant Shares; providedfour directors and DB Capital Partners, that Austin Ventures V will SBIC, L.P. and its Affiliates (collectively, "DBCP") having the right to designate two (2) of the four directors. Notwithstanding anything herein to the contrary, if all of the conditions to the Second Closing Date and the Third Closing Date, as the case may be (as defined in the Stock Purchase Agreement) have been satisfied and if Sandler or DBCP, as the case may be, fails to perform any funding obligations to purchase the Series B Director for so long E Preferred Stock at the Second Closing Date and the Third Closing Date, as Austin Ventures V holds any Preferred B Warrants the case may be, Sandler or Preferred B Warrant Shares;DBCP, as the case may be, will lose the right to designate one director. (ce) Prior to the date of consummation of an IPO, by unanimous written consent, the Common Stock Director and Series E Directors shall have the right to nominate one (1) individual to be director (the "Series C Director,") shall be designated by the holders of a majority of the Series C Underlying Common Stock; provided, that Windward will designate the Series C Director for so long as Windward holds any Series C Underlying Common Stock; (d) one director (the "Series D Director" and, together with the Series A Directors, the Series B Director and the Series C Director, the "Purchaser Directors") shall be designated by the holders of a majority of the Series D Preferred Stock; provided, that ABRY will designate the Series D Director for so long as ABRY holds any Series D Underlying Common Stock; (e) one director (the "President Independent Director") shall be Xxxxx X. Xxxx ("Xxxx"), for so long as Hull is employed by the Company and, thereafter, one . Such director shall be designated by the President independent and not an Affiliate of the Company; andCommon Stock Director or Series E Investors or their respective Permitted Transferees. (f) Prior to the date of consummation of an IPO, one (1) director shall be designated by the holders President and Chief Executive Officer of the Mezzanine Warrants Company (the "Warrant CEO Director"). (g) Prior to the earlier of (i) the date of consummation of an IPO and (ii) the date on which the Series E Investors no longer own in the aggregate at lest 25% of the outstanding Common Stock on a Fully-Diluted Basis, the Chairman of the Board shall be selected by the majority of the voting power of the Series E Investors. (h) Following the date on which the Company consummates a Qualified Public Offering and until such date as Sandler or DBCP, as provided in Section 7.01(n) the case may be, no longer own at least 2.5% of the Note shares of Common Stock then outstanding or 25% of the Common Stock (through the conversion of the Series E Preferred Stock) originally purchased by Sandler or DBCP, as the case may be, under the Stock Purchase Agreement, (x) each Stockholder agrees to vote the shares of Common Stock owned of record by them in favor of one nominee for director named by Sandler and one nominee for director named by DBCP and (y) the Company shall, subject to the fiduciary duties of the Board of Directors, cause each director named by Sandler and DBCP to be nominated for election. Following the date on which the Company consummates an IPO and until the earlier of such date as: (i) the consummation of a Qualified Public Offering; and (ii) the Common Stockholders no longer own at least 25% of the aggregate shares of Common Stock held by them as of the date hereof, (x) the Series E Investors each agree to vote the shares of Common Stock owned of record by them in favor of each of the Independent Director, the CEO Director and the Common Stock Director and (y) the Company shall, subject to the fiduciary duties of the Board of Directors, cause each such director to be nominated for election. (i) Upon a Transfer by Sandler or DBCP, as the case may be, of 50% or more of their respective shares of Series E Preferred Stock (or underlying shares of Common Stock), the transferee in such Transfer shall be entitled to exercise all of Sandler's or DBCP's, as the case may, director designation rights under this section 3.1.

Composition of Board of Directors. The Shareholders shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series H Preferred Stock and, unless the context requires otherwise, the shares of Common Stock (as such terms are defined in paragraph 4K) issued or issuable upon the conversion of such shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series H Preferred Stock are referred to in this Agreement as the "Shares." The Purchasers and the Common Stockholders agree that in any election of directors of the Company, they shall vote or act by written consent, as the case may be, all shares of capital stock of the Company now or hereafter owned or controlled by them, including all shares that they are entitled to vote under any voting trust, voting agreement or proxyShares, to elect a Board of Directors comprising eight six directors (unless reduced to a fewer number of directors as described below) designated as follows: (ai) three two shall be directors designated by the holders of a majority of the Common Stock held by the Common Stockholders; (each a "Series ii) one shall be designated by Austin Ventures, one shall be designated by Sigma and one shall be designated by CNET (as such terms are defined in Exhibit A Director"hereto); and (iii) one shall be designated by the holders of a majority of the Common Stock held by the Common Stockholders and the Shares, voting together as a single class. In the event shares of Series A Underlying Common Stock; providedPreferred Stock or Series B Preferred Stock are redeemed in a Mandatory Redemption (as defined in part 3 of Article V.B of the Company's Fourth Amended and Restated Certificate of Incorporation, that as hereafter amended or restated), Austin Ventures III will designate two Series A Directors for so long as Austin Ventures III holds any Series A Underlying Common StockVentures, Sigma and CNET shall cause the directors designated by them in (ii) above to resign, and the remaining Series A Director number of directors constituting the entire Board of Directors shall be designated reduced by the holders of a majority of the Series A Underlying Common Stock; (b) one director (the "Series B Director") shall be designated by the holders of a majority of the Preferred B Warrant Shares; provided, that Austin Ventures V will designate the Series B Director for so long as Austin Ventures V holds any Preferred B Warrants or Preferred B Warrant Shares; (c) one director (the "Series C Director,") shall be designated by the holders of a majority of the Series C Underlying Common Stock; provided, that Windward will designate the Series C Director for so long as Windward holds any Series C Underlying Common Stock; (d) one director (the "Series D Director" and, together with the Series A Directors, the Series B Director and the Series C Director, the "Purchaser Directors") shall be designated by the holders of a majority of the Series D Preferred Stock; provided, that ABRY will designate the Series D Director for so long as ABRY holds any Series D Underlying Common Stock; (e) one director (the "President Director") shall be Xxxxx X. Xxxx ("Xxxx"), for so long as Hull is employed by the Company and, thereafter, one director shall be designated by the President of the Company; and (f) one director shall be designated by the holders of the Mezzanine Warrants (the "Warrant Director"), as provided in Section 7.01(n) of the Note Agreementthree directors.