Election of Directors; Number and Composition. (a) Each Stockholder shall vote its Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall be not less than seven (7) nor more than ten (10) directors; provided that the initial Board of Directors shall consist of seven (7) directors as follows:
Election of Directors; Number and Composition. (a) Each Stockholder shall vote its Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall be nine (9) prior to conversion of the Convertible Preferred Stock and thirteen after such conversion. Each Stockholder shall vote its Shares at any Stockholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and take all other actions necessary to ensure the election to the Board of Directors of the following: four (4) individuals prior to conversion of the Convertible Preferred Stock and seven (7) individuals after such conversion designated by Heartland Industrial Partners, L.P. (collectively, the "Investor Directors" and each an "Investor Director"), so long as in each case the Heartland Entities continue to hold at least 25% of the Shares (subject to equitable adjustments for stock splits, stock combinations and similar events) which the Heartland Entities hold on the date hereof after giving effect to the transactions contemplated by the Stock Purchase Agreements; one (1) individual designated by Blackstone (the "Blackstone Director") as long as Blackstone and its direct or indirect Permitted Transferees continue to hold at least 25% of the Shares (subject to equitable adjustments for stock splits, stock combinations and similar events) which Blackstone holds on the date hereof after the transactions effected pursuant to the Stock Purchase Agreements; one (1) individual designated by Wassxxxxxxx (xxe "Wassxxxxxxx Xxxector") as long as Wassxxxxxxx xxx its direct or indirect Permitted Transferees continue to hold at least 25% of the Shares (subject to equitable adjustments for stock splits, stock combinations and similar events) which Wassxxxxxxx xxxds on the date hereof after the transactions effected pursuant to the 113 20 Stock Purchase Agreements; two outside directors prior to conversion of the Convertible Preferred Stock and three outside directors within 60 days of the dates hereof but in any event after such conversion, in each case that satisfy the independent director requirements of any securities exchange upon which the Common Stock is then listed as in effect from time to time; and the person from time to time serving as the Company's chief executive officer.
Election of Directors; Number and Composition. Without limiting the effect of any provisions of the Amended and Restated Articles of Incorporation giving certain holders of Preferred Stock representation on the Board of Directors, each Shareholder shall vote its, his or her Shares at any Shareholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall be seven (7). Each Shareholder shall vote its, his or her Shares at any Shareholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and take all other actions necessary to ensure the election to the Board of Directors of the following members:
Election of Directors; Number and Composition. Each Stockholder shall vote its Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure:
Election of Directors; Number and Composition. Each Stockholder --------------------------------------------- shall vote its or his Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall be not less than four (4) nor greater than five (5); provided, however, -------- ------- that each Stockholder shall vote its or his Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that such number shall be increased to not less than seven (7) as soon as possible after the IPO Effectiveness Date. Each Stockholder shall vote its or his shares at any Stockholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and to take all other actions necessary to ensure the election to the Board of Directors of (a) two (2) individuals designated by the Major Stockholders (who initially shall be Xxxxxxx Xxxxxxxxxx and Xxx Xxxxx) (collectively, the "Major Stockholder Directors") and --------------------------- (b) two (2) individuals designated by the General Atlantic Stockholders (who initially shall be Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxxx) (collectively, the "General Atlantic Directors"); provided, however, that upon the request of the --------------------------- -------- ------- Major Stockholders holding a majority of the Shares then held by all Major Stockholders, each Stockholder shall vote its or his Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary, as soon as possible after receipt of such request, to increase the number of Major Stockholder Directors to three (3).
Election of Directors; Number and Composition. The Company agrees to include in the slate of directors submitted by the Company to the shareholders for election (the "Company Slate") (a) one (1) individual designated by WLG, (b) one (1) individual designated by Caledonia, and (c) following the transfer of at least one million (1,000,000) CMS Shares to a member of the CMS Group pursuant to the CMS Option or otherwise, one (1) individual designated by CMS; provided, however, that WLG and Caledonia shall have first consented to the appointment of such individual; provided, further, that WLG and Caledonia shall be deemed to have consented to the designation of Heinrich von Rantzau and Eberhart von Rantzau. If, at any time, there shxxx xxxx xxxxxxxx x WLG Relinquishing Event, a Caledonia Relinquishing Event or a CMS Relinquishing Event, then, effective as of the applicable Relinquishment Date, the Relinquishing Shareholder(s) shall no longer have the right to designate a nominee to be included in the Company Slate and shall immediately cause its then current nominee to resign as a member of the Board, effective as of the Relinquishment Date. Following the Relinquishment Date(s), the Retaining Shareholder(s) acting in good faith shall jointly designate the nominee(s) of the Relinquishing Shareholder(s). At the point that there is no Retaining Shareholder, the remaining Board shall replace the directors who resign or are removed as a result of occurrence of a Relinquishment Date.
Election of Directors; Number and Composition. Each Stockholder shall vote its or his Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall be not less than five (5) nor more than nine (9). Each Stockholder shall vote its or his Shares at any Stockholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and to take all other actions necessary to ensure the election to the Board of Directors of one (1) individual designated by the General Atlantic Stockholders (who shall initially be Davix X. Xxxxxxx) (xhe "GAP DIRECTOR"). Provided that the Stockholders have 22 19 satisfied their obligations under this Section 6.3, the Sinton Stockholders may vote their Shares (to the extent available) to elect THS to the Board of Directors.
Election of Directors; Number and Composition. Each Principal Stockholder agrees that the number of directors constituting the entire Board of Directors shall be eleven, comprised of the following individuals:
Election of Directors; Number and Composition. Each Shareholder shall vote its or his shares of Common Stock entitled to vote thereon at any regular or special meeting of the Company (a “Shareholders Meeting”), or in any written consent executed in lieu of such a meeting of shareholders of the Company (a “Written Consent”), and shall take all other reasonable actions necessary, to ensure that the number of directors constituting the entire Board of Directors of the Company (the “Board”) shall be not greater than 8.
Election of Directors; Number and Composition. Each Stockholder shall vote its Shares and each Voting Committee Member shall cause the Voting Committee to vote its Shares at any Stockholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall be (i) not less than the number sufficient to give effect to the rights of the General Atlantic Stockholders, the Dow Jonex Xxxckholders and the VSC Stockholders set forth in this Section 6.3, and (ii) not more than 15. Each Stockholder shall vote its Shares and each Voting Committee Member shall cause the Voting Committee to vote its Shares at any Stockholders Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and to take all other actions necessary to ensure the election to the Board of Directors of the following individuals under the following circumstances:
