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:
(a) that the number of directors constituting the entire Board of Directors shall be seven;
(b) for so long as the Preferred Holders own at least ten (10%) percent of the outstanding shares of GDI Common Stock (calculated as if all shares of GDI Series A Preferred and GDI Series B Preferred shall have been converted into shares of GDI Common Stock and all GDI Warrants shall have been exercised for shares of GDI Common Stock), the election to the Board of Directors of at least two members (the "Preferred Designees") designated by the holders of at least a majority of the outstanding shares of the GDI Series A Preferred and GDI Series B Preferred (or any shares of GDI Common Stock into which such shares of GDI Series A Preferred or GDI Series B Preferred shall have been converted);
(c) for so long as Xxxxxx Xxxxxx is employed as the Chief Executive Officer of GDI, the election to the Board of Directors of five members (the "Management Designees") designated by Xxxxxx Xxxxxx;
(d) for so long as the Preferred Holders own at least ten (10%) percent of the outstanding shares of GDI Common Stock (calculated as if all shares of GDI Series A Preferred and GDI Series B Preferred shall have been converted into shares of GDI Common Stock and all GDI Warrants shall have been exercised for shares of GDI Common Stock), that at least one Preferred Designee shall be appointed to each committee of the Board of Directors including any audit committee, compensation committee or executive committee of the Board of Directors; and
(e) the boards of directors of each subsidiary of GDI shall be comprised of the same Persons that are from time to time members of the Board of Directors.
Election of Directors; Number and Composition. (a) Each Shareholder shall vote its 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 entire Board of Directors shall consist of five (5) directors.
(b) Each Shareholder shall vote its 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 individuals:
(i) the Chief Executive Officer of the Company;
(ii) for so long as the General Atlantic Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original GA Shares”), two (2) individuals designated by the General Atlantic Shareholders (each, a “General Atlantic Director”); provided that, at such time when the General Atlantic Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original GA Shares owned by them as of the date hereof, one (1) General Atlantic Director; and
(iii) for so long as the CK/DLC Shareholders collectively own at least ninety-five percent (95%) of the Shares owned by them set forth on Schedule I hereto (such number of Shares, the “Aggregate Original CK/DLC Shares”), two (2) individuals designated by the CK/DLC Shareholders (each, a “CK/DLC Director”); provided that, at such time when the CK/DLC Shareholders collectively own less than ninety-five percent (95%) but not less than fifty percent (50%) of the Aggregate Original CK/DLC Shares, one (1) CK/DLC Director.
(c) Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, each Shareholder acknowledges and agrees that the size and composition of the Board of Directors shall remain the same as that existing prior to the consummation of the Merger and the foregoing provisions of this Section 6.3 shall not become effective, unless and until such time that a General Atlantic Shareholder or a CK/DLC Shareholder requests in writing, which notice shall (x) specify that such General Atlantic Shareholder or CK/DLC Shareholder is causing Section 6.3(a) and 6.3(b) to be effectuated pursuant to the terms hereof and (y) be sent to all other Shareholders and the Company.
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
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, her or his Common Shares at any Stockholders Meeting, or act by Written Consent with respect to such Common Shares, and take all other actions necessary to elect a Board of Directors comprised of up to seven members designated as follows:
(a) one director designated by Trumpet Investors, L.P. (who initially shall be Mxxx X. Xxxx), one director designated by Trumpet SBIC Investors, L.P. (who initially shall be Exxx X. Xxxxx) and two additional directors designated by the holders of a majority if the shares of Common Stock held by the Clarion Stockholders (who initially shall be Jxxxxxxx Xxxx and Axxxxxxxx Xxxxxx) (the directors designated by any of the Clarion Stockholders shall be collectively referred to herein as the “Clarion Directors”);
(b) for so long as the Regions Stockholders hold at least 50% of the number of shares of Common Stock and Preferred Stock held by Regions immediately after closing under the Stock Purchase Agreement (including, for purposes of such calculation, any Earn-Out Shares, to the extent issued pursuant to the Stock Purchase Agreement) (the “Regions Threshold Amount”), one director designated by the holders of a majority of the shares of Common Stock held by the Regions Stockholders (who initially shall be Exxxxx Xxx) (the “Regions Director”);
(c) one director who is the Chief Executive Officer of the Company; and
(d) one director who is the Chief Operating Officer of the Company, if any. The obligation to vote shares in accordance with this Section 6.3 shall be specifically applicable to and enforceable against any transferees of the parties hereto.
Election of Directors; Number and Composition. (a) 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 three (3) and not greater than eight (8).
(b) So long as the General Atlantic Stockholders and/or any Affiliate thereof in the aggregate own shares of Common Stock or Common Stock Equivalents that represent (after giving effect to any adjustments) at least three percent (3%) of the total number of shares of Common Stock outstanding on a fully diluted basis, the General Atlantic Stockholders shall have the right to designate one representative for election to the Board of Directors. In all events in which the General Atlantic Stockholders have elected to designate a representative for election to the Board of Directors, 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, for and to take all other actions necessary to ensure the election to the Board of Directors, of one individual designated by the General Atlantic Stockholders (who shall initially be Xxxxxxx X. Xxxx) (the "General Atlantic Director"). --------------------------
(c) So long as Time and/or any Affiliate thereof in the aggregate own shares of Common Stock or Common Stock Equivalents that represent (after giving effect to any adjustments) at least three percent (3%) of the total number of shares of Common Stock outstanding on a fully diluted basis, Time shall have the right to designate one representative for election to the Board of Directors. In all events in which Time has elected to designate a representative for election to the Board of Directors, 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, for and to take all other actions necessary to ensure the election to the Board of Directors, of one individual designated by Time (the "Time ---- Director"
Election of Directors; Number and Composition. For so long --------------------------------------------- as the holders of Series A Preferred Stock of the Company are entitled to elect five of the seven authorized directors of the Company, each Shareholder shall vote its or his Shares at any meeting of shareholders of the Company or in any written consent in lieu of a meeting of shareholders with respect to such Shares, and shall 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 or his Shares at any meeting of shareholders of the Company 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 individuals designated by Westar,
(b) two individuals designated by Big Beaver, and
(c) one automobile industry expert who is mutually agreeable to Westar and Big Beaver (each of Westar and Big Beaver are individually referred to herein as a "Designating Shareholder" with ----------------------- respect to paragraphs (a) and (b) of this Section 6.2 and together referred to herein as a Designating Shareholder with respect to this paragraph (c)).
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 three (3) and not greater than seven (7). So long as the General Atlantic Stockholders and/or any Affiliate thereof in the aggregate own shares of Common Stock or Common Stock Equivalents that represent (after giving effect to any adjustments) at least 3% of the total number of shares of Common Stock outstanding on a fully diluted basis, 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, for and to take all other actions necessary to ensure the election to the Board of Directors, of one individual designated by the General Atlantic Stockholders (who shall initially be Xxxxxxx X. Xxxx) (the "General Atlantic Director"). -------------------------
Election of Directors; Number and Composition. (a) The number of directors constituting the entire Board of Directors shall initially be set at five (5) directors and the following persons shall be elected to the Board of Directors:
(i) subject to Section 5.3(d), two (2) individuals designated by the Fidelity Stockholders, who shall initially be Xxxxx Xxxxxx and Xxxxx Xxxxxxxx (together, the “Fidelity Directors”);
(ii) subject to Section 5.3(e), one (1) individual designated by the JPM Stockholders, who shall initially be Xxxxx Xxxx (the “JPM Director” and, collectively with the Fidelity Directors, the “Investor Group Directors”); provided, however, that the Investor Group Directors shall not be employees of any of the Stockholders;
(iii) one (1) individual that is designated by vote, or written consent, of the Stockholders representing at least sixty-six and two-thirds percent (66.66%) of the then- outstanding Shares, who shall initially be Xxxx Xxxxxxxxx (the “Independent Director”); provided, however, that for so long as the Fidelity Stockholders continue to hold more than twenty-two and one-half percent (22.5%) of the then-outstanding common equity, the Independent Director shall be appointed by Stockholders representing at least sixty-six and two-thirds percent (66.66%) of the then-outstanding Shares, excluding any Shares held by the Fidelity Stockholders; provided, further, that the Independent Director shall not be an employee of any of the Stockholders; and
(iv) the Chief Executive Officer of the Company, who shall initially be Xxxxxxx X.
Election of Directors; Number and Composition. As long as the ICF Stockholder continues to own at least 650,000 shares of Class A Common Stock (subject to adjustments if the Company pays a dividend in shares of Class A Common Stock or distributes shares of Class A Common Stock to the holders of Class A Common Stock, subdivides or combines the Class A Common Stock), 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 Michael B. Xxxxxxx (xxx "XXX Director") or, if he is unable or unwilling to so serve, one individual designated by ICF of standing within the business world reasonably comparable to that of Mr. Solomox (x "Xxxxxfied Successor"). Mr. Solomox xx xxx Xxalified Successor shall also consent to serve on any Board of Directors committee designated by the Company. Nothing contained in this Agreement shall preclude any Stockholder from voting to remove for cause Mr. Solomox xx xxx Xxalified Successor.
