Designated Directors. During the term of this Agreement, each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Person, or over which such Person has voting control, from time to time and at all times, in whatever manner as shall be necessary to cause the election to the Board, of:
Designated Directors. During the Proxy Term, the Proxyholder agrees to vote, or cause to be voted, all Shares owned by such Person, or over which such Person has voting control, from time to time and at all times, in whatever manner as shall be necessary to cause the election to the Board (but subject to the directors of the Company complying with their fiduciary duties), of:
Designated Directors. Subject to compliance with applicable Law, the Company agrees that it will promptly take all necessary and desirable actions within its control (including calling special board and stockholders meetings) to, at the Standby Closing Date, (a) establish a seven-member Board of Directors and (b) cause the election to its Board of Directors of (i) five directors as will be designated prior to the Standby Closing Date by the Equity Committee (the "EC Designated Directors"), (ii) two directors designated by the management of the Company (the "Management Designated Directors" and, together with the EC Designated Directors, the "Designated Directors"). A majority of the EC Designated Directors will meet the requirements for "independence" of any exchange or interdealer quotation system upon which the New Common Stock is listed or traded. At least one of the Management Designated Directors will meet the requirements for "independence" of any exchange or interdealer quotation system upon which the New Common Stock is traded or listed.
Designated Directors. The Board of Directors of the Company shall consist of the following members:
Designated Directors. Following the Closing Date, each of the Parties shall take all Necessary Action to cause each of the Designated Directors (subject to the fiduciary duties that such Designated Directors may have as directors of the Company) to vote on any of the actions set forth in this Section 3.4 as jointly directed by the Trust and TPG, and if any Designated Director should fail to vote as directed, the Parties shall take all Necessary Action to replace such Designated Director:
Designated Directors. The Company hereby agrees to -------------------- cause Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx to be elected to the Company's Board of Directors as of the Initial Closing Date to fill vacancies on the Board that will exist at that date.
Designated Directors. (a) For the period specified in clause (c) below, the Stockholders will vote all shares of voting capital stock of the Company held by them and will otherwise use their best efforts to cause to be elected to the Board of Directors of the Company up to a maximum of seven individuals, of whom (i) so long as the Founder Stockholders, in the aggregate, own at least 50% of the Common Stock owned by them on the First Closing Date (as defined in the Purchase Agreement) or subsequently acquired by them pursuant to the Purchase Agreement (treating for purposes of such computation each holder of Series B Preferred Stock as the holder of the number of shares of Common Stock at the time issuable upon conversion of such shares), two shall be designated by a majority in interest (based upon voting power) of the Founder stockholders (the "Founder Stockholders Designees"), Robexx X. Xxxxxx xxx Dana X. XxXxxxxx, Xx. xxxng initially so designated, (ii) so long as the WCAS Stockholders, in the aggregate, own at least 50% of the Common Stock acquired by them on the First Closing Date or subsequently acquired by them pursuant to the Purchase Agreement (treating for purposes of such computation each holder of Series B Preferred Stock as the holder of the number of shares of Common Stock at the time issuable upon conversion of such shares), two shall be designated by a majority in interest (based upon voting power) of the WCAS Stockholders (the "WCAS Stockholders Designees"), Richxxx X. Xxxxx xxx Jamex X. Xxxxxx xxxng initially so designated, and (iii) up to three shall be individuals (the "Mutual Designees") mutually agreed upon and nominated for shareholder approval by the Founder Stockholders Designees and the WCAS Stockholders Designees. No Mutual Designee may be nominated at a board meeting unless there are an equal number of Founder Stockholder Designees and WCAS Stockholder Designees present. The Company shall pay all reasonable out-of-pocket expenses incurred by any such individual or individuals in attending meetings of the Company's Board of Directors and committee meetings thereof.
Designated Directors. In elections of Directors of the Company, the Shareholders shall vote for the candidates designated pursuant to this Section 1.3:
Designated Directors. Xxxxx Xxxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxx
Designated Directors. The Shareholders covenant and agree that they shall vote their Stock in such a manner as to nominate and elect (i) two persons designated by Fields (the "Fields Directors"), (ii) two persons designated by Xxxxxxxxx (the "Xxxxxxxxx Directors"), and (iii) one person recommended by the four chosen as aforesaid.
