Directors and Voting Agreements. (a) Each Investor and Permitted Transferee shall take, at any time and from time to time, so long as BRS Investors and their Permitted Transferees together own in the aggregate more shares of Common Stock than any other single Investor, all action necessary (including voting the Common Stock or any other voting capital stock of the Company now or hereafter owned or held by such Investor or Permitted Transferee entitled to vote owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that (i) the number of directors comprising the Board of Directors of the Company shall be as BRS shall determine, and (ii) the individuals designated by BRS shall be elected to the Board of Directors of the Company. BRS shall designate Xxxxx Xxxxxx as a director so long as (i) BRS has the foregoing right to designate directors and (ii) Xxxxx Xxxxxx is serving as the chief executive officer of the Company.
(b) Each Investor and Permitted Transferee shall take all necessary action to cause the composition of the Board of Directors of the Company to remain in accordance with Section 3.1(a) (including without limitation voting or causing to vote or acting by written consent with respect to, all shares of Common Stock entitled to vote thereon or any other voting capital stock of the Company now or hereafter owned or held by such Investor or Permitted Transferee in favor of such Persons) to cause the Board of Directors of the Company to be in accordance with Section 3.1(a).
(c) So long as BRS Investors and their Permitted Transferees together own in the aggregate more shares of Common Stock than any other single Investor, each Investor and Permitted Transferee shall vote the Securities owned by such Investor or Permitted Transferees in favor or against any matter submitted to the holders of such class or series of Securities for their approval in the same manner as BRS and BRS Affiliates and their Permitted Transferees shall vote their Securities, provided that, in the case of any transaction affecting the Securities, such transaction treats all of the holders of the Securities on an equal per share or Securities basis.
Directors and Voting Agreements. (a) Each Investor and Permitted Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Common Stock entitled to vote owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of ten individuals as follows: (i) four individuals designated by BRS (who shall initially be Xxxxxx X. Xxxxxxx, Xxxx X.
Directors and Voting Agreements. Each Investor and Permitted ---- ------------------------------- Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Class A Common Stock owned by him, her, or it, calling special meetings of
Directors and Voting Agreements. Right to Remove Certain of the Company’s Directors
Directors and Voting Agreements. (a) Each Investor and Permitted Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Common Stock entitled to vote owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed of such number of directors as determined by ING Xxxxxx Xxxx on behalf of itself and the other JCP Funds. The initial Board of Directors shall be composed of: Xxxxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. X’Xxxxx.
(b) Each Investor and Permitted Transferee agrees to take all necessary action to cause the composition of the Board of Directors of the Company to remain in accordance with Section 3.2(a) hereof (including, without limitation, voting or causing to vote or acting by written consent with respect to, all shares of Common Stock entitled to vote thereon or any other voting capital stock of the Company now or hereafter owned or held by such Investor or Permitted Transferee in favor of such persons) and to act itself (if a member of the Board of Directors) or cause its designee (if any) on the Board of Directors to vote or act by written consent to cause the Board of Directors of the Company to be in accordance with Section 3.2(a) hereof.
(c) Any of the rights to designate directors of the Company of any of the JCP Funds set forth in paragraph (a) above shall terminate on such date as the JCP Funds, together with their respective Affiliates and Permitted Transferees, collectively own less than 5% of the outstanding Common Stock.
Directors and Voting Agreements. Each Investor shall take, at any time and from time to time, all action necessary (including, without limitation, voting the Class A Common Stock owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of up to seven persons, determined as follows: (i) the chief executive officer of the Company; (ii) one individual designated by Sterling; (iii) up to four independent directors, who shall be designated by Sterling (to the extent permitted by applicable law as determined by Sterling in its sole discretion), subject to the right of the holders of a majority of the outstanding shares of Class A Common Stock (including any shares of Class A Common Stock held by Sterling) to veto the election of any such independent director, provided that in the event that Sterling concludes that it is unable to designate, or elects not to designate for any reason, one or more of such independent directors or the election of any such independent director is not approved by the holders of a majority of the outstanding shares of Class A Common Stock, such directorship(s) shall not be filled by the remaining members of the Company's Board of Directors but shall remain vacant until the election of a director designated by Sterling to fill such vacancy in accordance with this Section 6.2; and (iv) at all times, but only at such times, when the Board of Directors of the Company includes four independent directors determined in accordance with clause (iii) of this Section 6.2, one additional individual designated by Sterling, and provided that, notwithstanding clauses (i) through (iv) of this Section 6.2, if Sterling at any time owns of record in excess of 50% of the Class A Common Stock then outstanding, then the Board of Directors of the Company shall consist of the chief executive officer of the Company and up to six individuals designated by Sterling in its sole discretion. The initial directors named pursuant to this Section 6.2 shall be Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxx and Xxxx X.
Directors and Voting Agreements. Each Investor and Permitted Transferee agrees that it shall take, at any time and from time to time, all action necessary
Directors and Voting Agreements. Each Investor and Permitted ------------------------------- Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Common Stock owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of at least five persons (with the exact number to be determined by BRS from time to time) as follows:
(a) prior to the third anniversary of the Closing Date, Xxxxxxx X. Xxxxxxxxxx (who during such time period shall also be a Co-Chairman of the Board of Directors of the Company), so long as he is a stockholder of the Company, Xxxxx X. Xxxx (who during such time period shall also be a Co-Chairman of the Board of Directors of the Company), so long as he is a stockholder of the Company, and the balance of the members designated by BRS; and (b) on and after the third anniversary of the Closing Date, one individual designated jointly by Xxxxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxx (but only so long as Messrs. Xxxxxxxxxx and Flax together then own or have voting power over 16-2/3% or more of the then outstanding Common Stock of the Company) and the balance of the members designated by BRS.
Directors and Voting Agreements. (a) Each Investor shall take, at any time and from time to time, all action necessary (including, without limitation, voting the Class A Common Stock owned by such Investor, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of up to five persons, determined as follows: (i) two individuals designated by Xxxxxxx (the "Xxxxxxx Designees"); (ii) two individuals designated by 399 Venture (the "399 Venture Designees"); and (iii) one individual (the "Independent Director") designated by the vote of a majority of the other four directors. The initial directors named pursuant to this Section 6.2 shall be: Designator Director Xxxxxxx Xxxxxxx Xxxxxxxx X. Xxxxx 399 Venture Xxxxxx X. XxXxxxxxxx
(b) The Board of Directors shall consist of five members, provided, however, that if the Board of Directors determines in good faith that it is in the best interests of the Company to increase the number of directors, and Xxxxxxx and 399 Venture agree to such increase in writing, then the number of directors shall be increased to such number as the Board of Directors shall determine.
Directors and Voting Agreements. Subject to Sections 5, 6 and 7 ------------------------------- hereof, Investor agrees that until the second anniversary of the Closing Date it will vote all shares owned by it (including executing and delivering written consents) for the following individuals as directors of the Surviving Corporation: (a) Auth, who will serve as Chairman of the Board of Directors of the Surviving Corporation, and (b) Xxxxx, but only so long as he and his Controlled Affiliates collectively own (beneficially and of record) at least 25% of the shares of ITI Common Stock collectively owned by him and his Controlled Affiliates on the date hereof. As used herein, "Controlled Affiliate" means MLGA, MLGAL Partners, L.P., Xxxx X. Xxxxxx and Xxxxxxx Xxx.
