Election of Board of Directors. (i) For so long as any shares of Series A Preferred remain outstanding, the holders of Series A Preferred, voting as a separate class, shall be entitled to elect three members of the Board (the “Series A Preferred Directors”) at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors.
(ii) The holders of Common Stock, voting as a separate class, shall be entitled to elect one member of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such director in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such director.
(iii) The holders of Common Stock and Series A Preferred, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors.
(iv) Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the DGCL, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Amended and Restated Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the Board’s action to fill such vacancy by (A) voting for their own designee to fill such vacancy at a meeting of the Company’s stockholders or (B) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders in which all members of such class or series are present and voted. Any director may b...
Election of Board of Directors. (a) For so long as any Series A Preferred Shares remain outstanding, the holders of Series A Preferred Shares shall be entitled, as a separate class, to elect two (2) Directors (the “Series A Directors”) at a general meeting or pursuant to any written consent signed by the holders of no less than fifty-one percent (51%) of then outstanding Series A Preferred Shares; provided that so long as Milestone Solar Holdings I Limited, Milestone Solar Holdings II Limited, Triumph Sky Technology Limited, Accurate Group Holdings Limited or any of their affiliates shall hold any Series A Preferred Shares, it shall be entitled to appoint one of the Series A Directors and provided further that so long as Indopark Holdings Limited or any of its affiliates shall hold any Series A Preferred Shares, it shall be entitled to appoint one of the Series A Directors.
(b) For so long as any Series A Preferred Shares remain outstanding, the holders of outstanding Ordinary Shares shall be entitled to elect, as a separate class, five (5) Directors (the “Ordinary Share Directors”) at a general meeting or pursuant to any written consent signed by the holders of no less than fifty-one percent (51%) of then outstanding Ordinary Shares.
(c) For so long as any Series A Preferred Shares remain outstanding, the holders of outstanding Ordinary Shares and Series A Preferred Shares shall be entitled to elect, by voting as a single class and on an as-converted basis, the remaining three (3) members of the Board at a general meeting or pursuant to any written consent signed by the holders of no less than fifty-one percent (51%) of then outstanding Ordinary Shares (including Ordinary Shares issued or issuable upon conversion of the Series A Preferred Shares).
(d) Any Director who shall have been elected by the holders of a class or series of shares or by any Directors so elected as provided in this Section 7.2.2 may be removed, either with or without cause by, and only by, the affirmative vote of the holders of the shares of the class or series who elected such Director or Directors, given at a general meeting of such members of the Company duly called for that purpose, or pursuant to any written consent signed by the holders of no less than fifty-one percent (51%) of then outstanding shares of the applicable class or series; and any vacancy thereby created may be filled by the holders of the shares of the applicable class or series at such general meeting or pursuant to such written consent.
(e) I...
Election of Board of Directors. Subject to the rights of the stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Stockholder shall vote (or consent pursuant to an action by writ- ten consent of the stockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by the Stockholder and the number of shares of capital stock that Holders of the Series CF Common Class B Stock would hold if all Series CF Common Class B Stock was converted into common stock in accordance with the Restated Charter (collectively, the “Voting Shares”), or to cause the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board that number of individuals set forth in the Company’s applicable governance documents. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal or designation of a Board Designee is approved in a writing signed by the parties entitled to designate the Board De- signee. Each Stockholder hereby appoints, and shall appoint, the thencurrent Chief Executive Officer of the Company, as the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of the Stockholder if, and only if, the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five days of the Company’s or any other party’s written re- quest for the Stockholder’s written consent or signature. The proxy and power granted by each Stock- holder pursuant to this Section are coupled with an interest and are given to secure the performance of the Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term of this Agreement. The proxy and power, so long as any Stockholder is an individual,...
Election of Board of Directors. (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.
(b) The holders of Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.
(c) The holders of at least sixty-seven percent (67%) of the Common Stock and Preferred Stock, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.
Election of Board of Directors. (i) In addition to the rights specified in Sections A.6(a), B.6(a), C.6(a) and D.6(a) hereof, the holders of a majority in voting power of the Series A, Series B, Series C and Series D Preferred Stock, voting together as a separate class or in such other manner as the holders of the Series A, Series B, Series C and Series D Preferred Stock shall agree among themselves in the Stockholders' Agreement, shall have the exclusive right to elect to the Board of Directors of the Corporation that number of directors which shall be equal to a majority of the total number of directors on the Board of Directors at any given time. In any election of Preferred Directors pursuant to this Section D.6(b) and Sections A.6(b), B.6(b) and C.6(b), each share of issued and outstanding Series A, Series B, Series C and Series D Preferred Stock shall entitle the holder thereof to the number of votes per share that equals the number of shares of Common Stock (including fractional shares) into which each such share is then convertible, rounded up to the nearest one-tenth of a share. The voting rights of the Series A, Series B, Series C and Series D Preferred Stockholders contained in this Section D.6(b) and Sections A.6(b), B.6(b) and C.6(b) may be exercised at a special meeting of the Series Preferred Stockholders called as provided in accordance with the By-laws of the Corporation, at any annual or special meeting of the Stockholders of the Corporation, or by written consent of the holders of Series Preferred Stock in lieu of a meeting. The Preferred Directors elected pursuant to this Section D.6(b) and Sections A.6(b), B.6(b) and C.6(b) shall serve from the date of their election and qualification until their successors have been duly elected and qualified.
(ii) Notwithstanding anything to the contrary contained in Sections A.6(b)(i), B.6(b)(i), C.6(b)(i) and D.6(b)(i) hereof, if an Event of Noncompliance is declared in accordance with the Stockholders' Agreement, the Series A, Series B, Series C and Series D Preferred Stockholders, voting together as a separate class, shall have the right to elect all of the members of the Board of Directors of the Corporation.
(iii) A vacancy in the directorships to be elected pursuant to Sections A.6(b)(i)-(ii), B.6(b)(i)-(ii), C.6(b)(i)-(ii) and D.6(b)(i)-(ii) hereof (including any vacancy created on account of an increase in the number of directors on the Board of Directors) may be filled only by vote at a meeting called in accordance with t...
Election of Board of Directors. The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of Directors, and upon such election all the powers and authorities of the emergency committee shall cease.
Election of Board of Directors. (a) Each Stockholder agrees to take all actions necessary within such Stockholder’s control (whether in such person’s capacity as a stockholder, director or officer of the Company or otherwise), including, but not limited to, the voting of its respective Shares, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board, the waiving of notice of and the attendance at meetings, so as to cause (i) the authorized size of the Board to be set and remain at seven (7) directors, and (ii) the Board to be at all times comprised of:
(A) one (1) director designated by the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the Series C Preferred (the “Series C Director”), which individual shall initially be Xxxxx Xxxxxxxxx;
(B) one (1) director designated by the holders of a majority of the Series B Preferred (the “Series B Director” and, collectively with the Series C Director, the “Preferred Directors”), which individual shall initially be Xxxxx Xxxxxx;
(C) two (2) directors designated by the holders of a majority of the Common Stock, which individuals shall initially be Xxxxxx Xxxxxx and Xxxxx Xxxxxx; and
(D) three (3) independent directors that are not employees of, or otherwise engaged in the day-to-day management of, the Company and designated by the holders of at least (i) fifty percent (50%) of the Preferred Stock (voting together as a single class on an as-converted basis) and (ii) a majority of the Common Stock, one of which Board seats shall initially be filled by Xxxxxx Xxxxxxxx III and two of which Board seats shall initially be vacant.
(b) Any vote taken to remove any director elected pursuant to Section 1.2(a)(ii), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to Section 1.2(a)(ii), shall also be subject to the provisions of Section 1.2(a)(ii). Upon the request of any party entitled to designate a director as provided in Section 1.2(a)(ii), each Stockholder agrees to vote its respective Shares for the removal of such director.
(c) Each Stockholder agrees to take all actions necessary within such Stockholder’s control (whether in such person’s capacity as a stockholder, director or officer of the Company or otherwise), including, but not limited to, the voting of its respective Shares, the execution of written consents, the calling of special meetings, the removal of directors, the filling of...
Election of Board of Directors. (a) So long as Investor is entitled to designate two directors of the Company's Board of Directors in accordance with the provisions of Section 4.3 hereof, except to the extent otherwise provided herein, the Company shall take all reasonably necessary or appropriate action to assist in the nomination and election as directors of the two individuals designated by Investor to be elected as directors of the Company.
(b) So long as Shareholder is entitled to designate three directors of the Company's Board of Directors in accordance with the provisions of Section 4.4 hereof, except to the extent otherwise provided herein, the Company shall take all reasonably necessary or appropriate action to assist in the nomination and election as directors of the three individuals specified in Section 4.4 below designated by Shareholder to be elected as directors of the Company.
(c) So long as Investor is entitled to designate two directors of the Company's Board of Directors in accordance with the provisions of Section 4.3 hereof or Shareholder is entitled to designate three directors of such Board pursuant to Section 4.4 hereof, none of Investor, Shareholder or the Company shall take any action to decrease the size of such Board to less than eight directors (or from seven directors at such time as Justin Maccarone no longer serves as a director) or to increase the xxxx xx xxxx Xxxrd to more than eight directors (or from seven directors at such time as Justin Maccarone no longer serves as a director).
(d) So lxxx xx Xxxxxxxxxer, individually, or Shareholder and Investor, acting jointly, are entitled to designate three Independent Directors (or two Independent Directors at such time as Justin Maccarone no longer serves as a director) in accordance with xxx xxxxxxxxxx xf Section 4.5 hereof, except to the extent otherwise provided herein, the Company shall take all necessary or appropriate action to assist in the nomination and election as directors of the two persons designated by Shareholder or Shareholder and Investor, as the case may be, to be elected as Independent Directors.
(e) So long as Investor is entitled to designate two directors of the Company's Board of Directors in accordance with the provisions of Section 4.3 hereof (each such director, an "Investor Designee") and Shareholder is entitled to designate three directors of the Company's Board of Directors in accordance with Section 4.4 hereof (each such director, a "Shareholder Designee"), each committee of the ...
Election of Board of Directors. (i) In addition to the rights specified in Sections A.6(a), B.6(a), C.6(a) and D.6(a) hereof, the holders of a majority in voting power of the Series A, Series B, Series C and Series D Preferred Stock, voting together as a separate class or in such other manner as the holders of the Series A, Series B, Series C and Series D Preferred Stock shall agree among themselves in the Stockholders' Agreement, shall have the exclusive right to elect to the Board of Directors of the Corporation that number of directors which shall be equal to a majority of the total number of directors on the Board of Directors at any given time. In any election of Preferred Directors pursuant to this Section B.6(b) and Sections A.6(b), C.6(b) and D.6(b), each share of issued and outstanding Series A, Series B, Series C and Series D Preferred Stock shall entitle the holder thereof to the number of votes per share that equals the number of shares of Common Stock (including fractional shares) into which each such share is then
Election of Board of Directors. The Series E Preferred Stockholders shall not have any right to vote for the election of members to the Board of Directors of the Corporation.
