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:
(a) the individual(s) designated by Xx. Xxx for nomination or appointment as director(s) of the Company from time to time (each individual, a “Xx. Xxx’x Designee” and collectively, “Xx. Xxx’x Designees”). The aggregate number of Xx. Xxx Designees shall be:
(i) two (2) so long as Xx. Xxx and/or her Controlled Affiliates continue to beneficially own at least fifty percent (50%) of the ordinary shares of the Company beneficially owned by Xx. Xxx and/or her Controlled Affiliates immediately upon the Closing; and
(ii) one (1) so long as Xx. Xxx and/or her Controlled Affiliates continue to beneficially own less than fifty percent (50%) of the ordinary shares of the Company. Notwithstanding the foregoing, in the event that Xx. Xxx and her Controlled Affiliates no longer hold at least five percent (5%) of all issued and outstanding ordinary shares of the Company, Xx. Xxx’ Designees’ continued service as a director shall be subject to shareholders’ votes pursuant to the provisions of Section 2.1(e). At the Closing, Xx. Xxx’x Designees shall be Xx. Xxx and Mr. Xxxx Xxx;
(b) the individual(s) designated by Xx. Xxxx for nomination or appointment as director(s) of the Company from time to time (each individual, a “Xx. Xxxx’x Designee” and collectively, “Xx. Xxxx’x Designees”). The aggregate number of Xx. Xxxx’x Designees shall be:
(i) two (2) so long as Xx. Xxxx and/or her Controlled Affiliates continue to beneficially own at least fifty percent (50%) ordinary shares of the Company beneficially owned by Xx. Xxxx and/or her Controlled Affiliates immediately upon the Closing; and
(ii) one (1) so long as Xx. Xxxx and/or her Controlled Affiliates continue to beneficially own less than fifty percent (50%) of the ordinary shares of the Company. Notwithstanding the foregoing, in the event that Xx. Xxxx and her Controlled Affiliates no longer hold at least five percent (5%) of all issued and outstanding ordinary shares of the Company, Xx. Xxxx’ Designees’ continued service as a director shall be subject to the provisions of Section 2.1(e). At the Closing, Xx. Xxxx’x Designees shall be Xx. Xxxx and Xx. Xxxxx Xxx;
(c) the individual(s) designated by Xx. Xx for nomination or appointment as director(...
Designated Directors. (1) Except as otherwise provided for herein, any director nominated and elected by the holders of Series A Preferred Stock pursuant to Section 5(d) (the "Designated Directors") shall serve a term equal in length to the term of directors elected by holders of Common Stock. Each Designated Director shall be entitled to all rights of voting and participation as are directors of the Corporation generally. The holders of shares of Series A Preferred Stock shall be entitled exclusively, by affirmative vote of holders of a majority of the total number of shares of Series A Preferred Stock then outstanding or by written consent in lieu thereof, at any time to remove any Designated Director. Any other provision of the Articles of Incorporation, as amended or Bylaws of the Corporation notwithstanding, no Designated Director may be removed except in the manner provided for in this Section 5(e). Vacancies among the Designated Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled at any time, but only by the affirmative vote of holders of a majority of the total number of shares of Series A Preferred Stock cast, voting at a meeting together as a single class, or by a majority of the total number of shares of Series A Preferred Stock then outstanding acting by written consent in lieu thereof. Any director so chosen shall hold office for a term expiring on the date the term of office of the director such newly elected director shall have replaced would have expired.
(2) During such period as the holders of shares of Class A Preferred Stock are entitled to elect Designated Directors pursuant to Section 5(c), the following actions by the Corporation's Board of Directors shall not be undertaken without the unanimous approval of the Designated Directors:
(i) the adoption or entering into of any "poison pill" rights plan or any similar plan or agreement, or the payment of any dividend of any rights to purchase stock of the Corporation in connection with such a plan or agreement;
(ii) any issuance or incurrence of (or agreement to issue or incur, including by way of an acquisition of any entity, or any merger, business combination or similar transaction or as a result of any amendment to any indenture, credit agreement or other similar instrument) Debt, other than any borrowing that does not cause the Corporation to have aggregate Debt at any time outstanding in an amount in excess of the Permitted Debt;
(ii...
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:
(a) the individual(s) designated by Tencent for nomination or appointment as director(s) of the Company from time to time (each individual, a “Tencent Designee” and collectively, “Tencent Designees”). The aggregate number of Tencent Designees shall be:
(i) two (2) so long as the Tencent Percentage (as defined below) is at least 20%; and
(ii) one (1) so long as the Tencent Percentage (as defined below) is at least 10%,
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:
(a) the appointment of, or the approval of the retention, termination or change (including a material change in responsibilities or compensation) of the chief executive officer or chief financial officer;
(b) any material borrowing, guarantee or financial accommodation (in whatever form, including finance leases); or
(c) the approval of the Company’s annual budget (including operating and capital plans), business plan and related material business policies, or any material amendments and deviations from any of the foregoing.
Designated Directors. The Board of Directors of the Company shall consist of the following members:
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 Company hereby agrees to cause Arnoxx X. Xxxxxxx xxx Willxxx X. Xxxxxxxx xx 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. Subject to applicable Law, the Parent Board shall take all action necessary to ensure that, effective as of the Closing, Xxxxx Xxxxxx and Xxxx Xxxxxxxxxxx (each, a “Designated Director”) shall be appointed to the Parent Board. The Company represents and warrants that Xxxxx Xxxxxx meets the applicable criteria to qualify as an independent director of Parent, pursuant to the rules of NASDAQ.
Designated Directors. In elections of Directors of the Company, the Stockholders shall vote for the candidates designated by the Managers.
Designated Directors. In elections of Directors of the Company, the Shareholders shall vote for the candidates designated pursuant to this Section 1.3:
(a) One candidate for the Board of Directors shall be designated by the holders of Series A Stock (the "Series A Director").
(b) Two candidates for the Board of Directors shall be designated by the holders of Common Stock ("Common Stock Directors").
(c) Two candidates for the Board of Directors shall be designated by the holders of Series A Stock and Common Stock voting together as a single class. The holders of Series A Stock initially designate L. John Xxxxx xx the Series A Director, and the Founder, as the holder of a majority of the outstanding shares of Common Stock and on behalf of all holders of Common Stock, initially designates Jeffxxx X. Xxxxx xxx Tom X. Xxxxxx xx the Common Stock Directors. In the event that the number of directors constituting the Board of Directors is increased above five, the provisions of this Agreement shall continue with respect to five of the total number of directors, with the remaining directors being elected in such manner as may be provided by law or in the Certificate of Incorporation or Bylaws of the Company or pursuant to any agreement entered into in connection with such increase.
