Common use of Composition of Subsidiary Boards Clause in Contracts

Composition of Subsidiary Boards. Each of the Parties agrees that, for so long as Crestview has the right to designate one Director nominee for election or appointment, as applicable, to the Board pursuant to this Article 2, Crestview shall have the right to designate one of the Crestview Designees (or another representative reasonably acceptable to the Board) for election or appointment, as applicable, to the board of directors of each Subsidiary of the Company other than the direct and indirect Subsidiaries of the Company that are registered investment advisers; provided that to the extent that applicable Law does not permit such Crestview Designee (or other representative reasonably acceptable to the Board) to serve as a member of any such Subsidiary board of directors, such Crestview Designee shall be entitled to observer status on such board of directors. The Company hereby agrees to take such action (and to cause its officers and Subsidiaries to take such action), including but not limited to voting its shares of capital stock in each of its Subsidiaries, as shall be necessary in order to carry out the intents and purposes of this Section 2.2.

Appears in 2 contracts

Samples: Voting Agreement (FBR Capital Markets Corp), Voting Agreement (Friedman Billings Ramsey Group Inc)

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Composition of Subsidiary Boards. Each of the Parties parties to this Agreement agrees that, for so long as Crestview Purchaser has the right to designate one Director nominee for election or appointment, as applicable, to the Board pursuant to this Article 2, Crestview Purchaser shall have the right to designate one of the Crestview Purchaser Designees (or another representative reasonably acceptable to the BoardFBR TRS) for election or appointment, as applicable, to the board of directors of each Subsidiary of the Company other than the direct and indirect Subsidiaries of the Company that are registered investment advisers; provided that to the extent that applicable Law does not permit such Crestview Purchaser Designee (or other representative reasonably acceptable to the BoardFBR TRS) to serve as a member of any such Subsidiary board of directors, such Crestview Purchaser Designee shall be entitled to observer status on such board of directors. The Company hereby agrees to take such action (and to cause its officers and Subsidiaries to take such action), including but not limited to voting its shares of capital stock in each of its Subsidiaries, as shall be necessary in order to carry out the intents and purposes of this Section 2.2.

Appears in 2 contracts

Samples: Voting Agreement (FBR Capital Markets Corp), Voting Agreement (Friedman Billings Ramsey Group Inc)

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