Election of Designees. Each Stockholder shall vote his, her or its shares of Common Stock or Common Stock Equivalents entitled to vote for the election of directors at any regular or special meeting of stockholders of the Corporation or in any written consent executed in lieu of such a meeting of stockholders and shall take all other actions necessary to give effect to the agreements contained in this Stockholders Agreement (including without limitation the election of persons designated by the Designating Minority Stockholders and the Onex Group to be elected as directors as described in the preceding sentences) and to ensure that the Certificate of Incorporation and Bylaws as in effect immediately following the date hereof do not, at any time thereafter, conflict in any respect with the provisions of this Stockholders Agreement. In order to effectuate the provisions of this Article 2, each Stockholder hereby agrees that when any action or vote is required to be taken by such Stockholder pursuant to this Stockholders Agreement, such Stockholder shall use his, her or its best efforts to call, or cause the appropriate officers and directors of the Corporation to call, a special or annual meeting of stockholders of the Corporation, as the case may be, or execute or cause to be executed a consent in writing in lieu of any such meetings pursuant to Section 228(a) of the DGCL.
Election of Designees. The Corporation shall use its best efforts to cause any designees selected in accordance with this Agreement to be elected to the Board. Each Stockholder shall vote such Stockholder’s shares of Common Stock and Preferred Stock (if eligible to vote) at any regular or special meeting of stockholders of the Corporation or in any written consent executed in lieu of such a meeting of stockholders and shall take all other actions necessary (whether in such Stockholder’s capacity as Stockholder or otherwise, including, without limitation, causing any directors to take all such necessary action, whether at a meeting or by an action by written consent in lieu of a meeting): (i) to give effect to the agreements contained in Section 5.2 and (ii) to ensure that the certificate of incorporation and by-laws of the Corporation do not, at any time hereafter, conflict in any respect with the provisions of this Agreement.
Election of Designees. Surviving Corporation's Board of Directors shall have elected the designees of Southside to Surviving Corporation's Board of Directors pursuant to Section 1.06.
Election of Designees. Each Stockholder shall vote all of the shares of Common Stock of which it is a Beneficial Owner at any regular or special meeting of stockholders of the Company or consent in any written consent executed in lieu of such a meeting of stockholders and shall take all other actions (including, without limitation, using its best efforts to cause the Board of Directors to take all actions) necessary to give effect to the agreements contained in this Agreement (including the election of the MacKay Shields Designee(s), CM-III Designee and TCW Designee) xxx xx ensure that the charter and bylaws of the Company as in effect at any time hereafter do not conflict in any respect with the provisions of this Agreement. In order to effectuate the provisions of this Article II, at such time or time as any action or vote is required to be taken by a Stockholder pursuant to this Agreement, such Stockholder shall use its best efforts to call, or cause the appropriate officers and directors of the Company to call, a special or annual meeting of stockholders of the Company, or execute or cause to be executed a consent in writing in lieu of any such meetings pursuant to Section 228(a) of the DGCL.
Election of Designees. The Company will at all times use its best efforts to cause the Series F Purchasers' Designee, the BG Media Designee, the Keystone Designee, the Apex Designee, the Company Designee and the Founder Designees to be elected to the Board and will refrain from taking any action that would diminish the prospects of the Series F Purchasers' Designee, the BG Media Designee, the Keystone Designee, the Apex Designee, the Company Designee and the Founder Designees being elected to the Board pursuant to Sections 1.01, 1.02, 1.03, 1.04 and 1.05 hereof. Each Stockholder agrees, for so long as this Agreement remains in effect, to vote or cause to be voted, if applicable, all of the shares of Common Stock, Series B Preferred Stock, Keystone Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock now owned or hereafter acquired by such Stockholder, or over which such Stockholder has voting control, and to otherwise use its best efforts, (a) to elect to the Board, at any time that directors are elected to the Board, the Series F Purchasers' Designee, the BG Media Designee, the Keystone Designee, the Apex Designee, the Company Designee and the Founder Designees and (b) other than in accordance with Section 2 hereof, not to increase or decrease or permit the Company to increase or decrease the number of members of the Board except as is necessary to accommodate the Series F Purchasers' Designee, the BG Media Designee, the Keystone Designee, the Apex Designee, the Company Designee and the Founder Designees to which the Series F Purchasers, BG Media, Keystone, Apex, the Company and the Founders, respectively, are entitled pursuant to Sections 1.01, 1.02, 1.03, 1.04 and 1.05
