Common use of Election of Directors; Number and Composition Clause in Contracts

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. Each Stockholder 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 its, his or her Shares at any Stockholders Shareholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure: (a) ensure that the number of directors constituting the entire Board of Directors shall be seven; seven (b) 7). Each Shareholder shall vote its, his or her Shares at any Shareholders Meeting called for so long as the Preferred Holders own at least ten (10%) percent purpose of filling the outstanding shares positions on the Board of GDI Common Stock (calculated as if Directors, or in any Written Consent executed for such purpose, and take 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), other actions necessary to ensure the election to the Board of Directors of the following members: (i) two (2) individuals designated by Walnut (the “Walnut Directors”), as long as Walnut or an Affiliate thereof continues to own at least fifty percent (50%) of the shares of New Class B Preferred (of all Series, taken together) owned by Walnut as of July 14, 2006 (or of Common Stock acquired by conversion of such shares of New Class B Preferred). If Walnut or an Affiliate thereof ceases to own at least fifty percent (50%) of the shares of New Class B Preferred (of all Series, taken together) owned by Walnut as of July 14, 2006 (or of Common Stock acquired by conversion of such shares of New Class B Preferred), the two members (2) Directors previously designated by Walnut shall be designated by a majority in interest of the then-outstanding New Class B Preferred of all Series, voting together as a single class. Initially the two (2) Directors designated pursuant to this Section 5.3(i) shall be Xxxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx; and (ii) one (1) individual designated by Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, as long as Xxxxxxx X. Xxxxxx is alive and as long as Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx or Affiliates thereof own, in the aggregate, at least fifty percent (50%) of the shares of New Class A Preferred (of all Series, taken together) owned by them as of July 14, 2006 (or of Common Stock acquired by conversion of the New Class A Preferred). Initially, the Director designated pursuant to this Section 5.3(ii) shall be Xxxxxxx X. Xxxxxx; and, (iii) three (3) individuals elected by X. X’Xxxx and X. X’Xxxx (the "“Management Directors”) as long as X. X’Xxxx and X. X’Xxxx or Affiliates thereof continue to own at least fifty percent (50%) of the shares of New Class B Preferred Designees"(of all Series, taken together) owned by X. X’Xxxx and X. X’Xxxx as of July 14, 2006 (or of Common Stock acquired by conversion of such shares of New Class B Preferred). If X. X’Xxxx and X. X’Xxxx or Affiliates thereof cease to own at least fifty percent (50%) of the shares of New Class B Preferred (of all Series, taken together) owned by X. X’Xxxx and X. X’Xxxx as of July 14, 2006 (or of Common Stock acquired by conversion of such shares of New Class B Preferred) the three (3) Directors previously designated by X. X’Xxxx and X. X’Xxxx shall be designated by a majority-in-interest of the then-outstanding New Class B Preferred. Initially, the three (3) Directors designated pursuant to this Section 5.3(iii) shall be Xxxxxx X. X’Xxxx, Xxxxxxx X. X’Xxxx and Xxxxxxx X. Xxxxxx; and, (iv) one (1) individual nominated by Xxxxxx X. X’Xxxx and approved by the holders of at least a majority of the then-outstanding shares of the GDI Series A Preferred and GDI Series New Class 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 convertedapproval not to be unreasonably withheld); (c) for so long as Xxxxxx Xxxxxx is employed as the Chief Executive Officer of GDI. Initially, the election Director designated pursuant to the Board of Directors of five members (the "Management Designees"this Section 5.3(iv) 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.Xxxxx X.

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: (a) ensure that the number of directors constituting the entire Board of Directors shall be sevennot 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: (i) the CEO, who shall initially be determined in accordance with the Fourth Amended Plan; (ii) a non-executive chairman, who shall initially be Xxxxx Xxxxxxx; (iii) Xxxx Xxxxxxxx, the current industry advisor to the Initial Stockholder; (iv) Xxxxx X. Xxxxxxx; (v) Xxxxx X. Xxxx; and (vi) one or two additional directors to be determined in accordance with the Fourth Amended Plan. (b) for so long as In the Preferred Holders own at least ten event an Initial Stockholder (10%) percent or, in the case 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 StockSection 6.3(b)(iv), the requisite Minority Stockholders) desires to exercise its (or their) rights to designate one or more directors pursuant to this Section 6.3(b), such Initial Stockholder(s) shall notify the other Stockholders, and 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 designees: (i) the CEO (the “CEO Director”); (ii) two (2) individuals designated by each Initial Stockholder that, together with its Permitted Transferees, has an aggregate ownership of Shares representing at least two members twenty percent (20%) of the "Preferred Designees"issued and outstanding Shares (disregarding (i) dilution from any issuances of Equity Securities (including, for the avoidance of doubt, pursuant to the exercise, conversion or exchange of any Common Stock Equivalents) and (ii) accretion from the purchase of Offered Securities by the Company pursuant to Section 3.1(c), in each of clauses (i) and (ii), made after the date hereof); (iii) one (1) individual designated by each Initial Stockholder that, together with its Permitted Transferees, has an aggregate ownership of Shares representing at least nine percent (9%) but less than twenty percent (20%) of the issued and outstanding Shares (disregarding (i) dilution from any issuances of Equity Securities (including, for the avoidance of doubt, pursuant to the exercise, conversion or exchange of any Common Stock Equivalents) and (ii) accretion from the purchase of Offered Securities by the Company pursuant to Section 3.1(c), in each of clauses (i) and (ii), made after the date hereof); and (iv) one (1) individual designated by the holders written consent or affirmative vote of the Minority Stockholders holding an aggregate of at least a majority of the outstanding shares Shares held by all Minority Stockholders, at the time of determination. For the GDI Series A Preferred and GDI Series B Preferred avoidance of doubt, to the extent an Initial Stockholder (or, in the case of Section 6.3(b)(iv), the requisite Minority Stockholders) does not elect to exercise its (or their) rights to designate a director pursuant to this Section 6.3(b), (i) such failure to exercise such right shall not cause such right to expire and (ii) until such Initial Stockholder elects to exercise such right, the director that such Initial Stockholder could designate will instead be filled by the Stockholders in accordance with applicable law. Notwithstanding the foregoing, each Stockholder shall vote its Shares at any shares Stockholders Meeting called for the purpose of GDI Common Stock into which filling the positions on the Board of Directors, or in any Written Consent executed for 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 GDIpurpose, and take all other actions necessary to ensure the election to the Board of Directors of five members the CEO for so long as such individual serves as the CEO. (c) Notwithstanding the "Management Designees"foregoing clause (b), an Initial Stockholder will no longer be entitled to designate any director(s) designated if (i) in the case of Initial Stockholders other than Minority Stockholders, such Initial Stockholder, together with its Permitted Transferees, cease to have an aggregate ownership of Shares representing at least nine percent (9%) of the issued and outstanding Shares (disregarding (i) dilution from any issuances of Equity Securities (including, for the avoidance of doubt, pursuant to the exercise, conversion or exchange of any Common Stock Equivalents) and (ii) accretion from the purchase of Offered Securities by Xxxxxx Xxxxxx;the Company pursuant to Section 3.1(c), in each of clauses (i) and (ii), made after the date hereof) and (ii) for the avoidance of doubt, in the case of the Minority Stockholders, there are no longer any Stockholders meeting the definition of Minority Stockholder. (d) for so long as the Preferred Holders own at least ten (10%Any director designated in accordance with Sections 6.3(b)(ii)-(iv) 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 who fails to each committee of resign from the Board of Directors including any audit committee, compensation committee or executive committee following the termination of the Board of Directors; and (e) applicable Initial Stockholder(s)’ right to designate such director may be removed by the boards of directors of each subsidiary of GDI shall be comprised affirmative vote of the same Persons that are from time to time members Stockholders owning a majority of the Board Shares, and shall include the Initial Stockholder with the right to designate such director, who shall vote all of Directorsits Shares so as to promptly remove such director.

Election of Directors; Number and Composition. Each Stockholder 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 its, his or her Shares at any Stockholders Shareholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure: (a) ensure that the number of directors constituting the entire Board of Directors shall be seven; seven (b) 7). Each Shareholder shall vote its, his or her Shares at any Shareholders Meeting called for so long as the Preferred Holders own at least ten (10%) percent purpose of filling the outstanding shares positions on the Board of GDI Common Stock (calculated as if Directors, or in any Written Consent executed for such purpose, and take 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), other actions necessary to ensure the election to the Board of Directors of the following members: (i) two (2) individuals designated by Walnut (the “Walnut Directors”), as long as Walnut or an Affiliate thereof continues to own at least fifty percent (50%) of the shares of New Class B Preferred (of all Series, taken together) owned by Walnut as of July 14, 2006 (or of Common Stock acquired by conversion of such shares of New Class B Preferred). If Walnut or an Affiliate thereof ceases to own at least fifty percent (50%) of the shares of New Class B Preferred (of all Series, taken together) owned by Walnut as of July 14, 2006 (or of Common Stock acquired by conversion of such shares of New Class B Preferred), the two members (2) Directors previously designated by Walnut shall be designated by a majority in interest of the then-outstanding New Class B Preferred of all Series, voting together as a single class. Initially the two (2) Directors designated pursuant to this Section 5.3(i) shall be Xxxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx; and (ii) one (1) individual designated by Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, as long as Xxxxxxx X. Xxxxxx is alive and as long as Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx or Affiliates thereof own, in the aggregate, at least fifty percent (50%) of the shares of New Class A Preferred (of all Series, taken together) owned by them as of July 14, 2006 (or of Common Stock acquired by conversion of the New Class A Preferred). Initially, the Director designated pursuant to this Section 5.3(ii) shall be Xxxxxxx X. Xxxxxx; and, (iii) three (3) individuals elected by X. X’Xxxx and X. X’Xxxx (the "“Management Directors”) as long as X. X’Xxxx and X. X’Xxxx or Affiliates thereof continue to own at least fifty percent (50%) of the shares of New Class B Preferred Designees"(of all Series, taken together) owned by X. X’Xxxx and X. X’Xxxx as of July 14, 2006 (or of Common Stock acquired by conversion of such shares of New Class B Preferred). If X. X’Xxxx and X. X’Xxxx or Affiliates thereof cease to own at least fifty percent (50%) of the shares of New Class B Preferred (of all Series, taken together) owned by X. X’Xxxx and X. X’Xxxx as of July 14, 2006 (or of Common Stock acquired by conversion of such shares of New Class B Preferred) the three (3) Directors previously designated by X. X’Xxxx and X. X’Xxxx shall be designated by a majority-in-interest of the then-outstanding New Class B Preferred. Initially, the three (3) Directors designated pursuant to this Section 5.3(iii) shall be Xxxxxx X. X’Xxxx, Xxxxxxx X. X’Xxxx and Xxxxxxx X. Xxxxxx; and, (iv) one (1) individual nominated by Xxxxxx X. X’Xxxx and approved by the holders of at least a majority of the then-outstanding shares of the GDI Series A Preferred and GDI Series New Class 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.such

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, Meeting and take all other actions necessary to ensure: (a) ensure that the number of directors constituting the entire Board of Directors shall be seven;. (b) Each Stockholder shall vote its Shares at any Stockholders Meeting called for so long as the Preferred Holders own at least ten (10%) percent purpose of filling the outstanding shares positions on the Board of GDI Common Stock (calculated as if Directors and take 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), other actions necessary to ensure the election to the Board of Directors of at least two members (the "Preferred Designees") four individuals designated by the holders of at least Parent Stockholders (collectively, the “Parent Directors” and each 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“Parent Director”);. (c) for For so long as Xxxxxx Xxxxxx the Chairman is employed as by Xxxxx Xxxxx, each Stockholder shall vote its Shares at any Stockholders Meeting called for the Chief Executive Officer purpose of GDI, filling the positions on the Board of Directors and take all other actions necessary to ensure the election to the Board of Directors of five members (the "Management Designees") designated by Xxxxxx Xxxxxx; (d) for so long Chairman as a member and 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 chairman of the Board of Directors including (the “Management Director”). (d) Each Stockholder shall vote its Shares at any audit committee, compensation committee or executive committee Stockholders Meeting called for the purpose of filling the positions on the Board of Directors; andDirectors and take all other actions necessary to ensure the election to the Board of Directors of two Independent Directors designated by the Parent Stockholders. (e) The Company shall, in connection with filling the boards positions on the board of directors of each subsidiary of GDI shall be comprised any Subsidiary of the Company (other than, at the election of the Parent Stockholders as the same Persons that are may be revoked or made from time to time members time, Xxxxx Xxxxx International, Inc.), take all actions necessary to cause the composition of such board to be the same as the composition of the Board of Directors. (f) Any action to be taken at a Stockholders Meeting may be taken pursuant to a written consent executed in lieu of such Stockholders Meeting in accordance with the Charter Documents. (g) Notwithstanding anything to the contrary contained herein, any vacancy on the Board of Directors shall not affect the validity of any action taken by the Board of Directors, to the extent such action is otherwise validly taken in accordance with the General Corporation Law of the State of Delaware.

Election of Directors; Number and Composition. (a) Each Stockholder Shareholder shall vote its Shares at any Stockholders Shareholders Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure: (a) ensure that the number of directors constituting the entire Board of Directors shall be seven;not exceed nine (9). (b) Each Shareholder shall vote its Shares at any Shareholders Meeting called for so long as the Preferred Holders own at least ten (10%) percent purpose of filling the outstanding shares positions on the Board of GDI Common Stock (calculated as if Directors, or in any Written Consent executed for such purpose, and take 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), other actions necessary to ensure the election to the Board of Directors of of: (i) two individuals designated by SCS (for so long as SCS and its Permitted Transferees hold in aggregate at least two members 10% of the outstanding Equity Shares) and one individual designated by SCS (for so long as SCS and its Permitted Transferees hold in aggregate at least 5% of the outstanding Equity Shares (the "Preferred DesigneesSCS DIRECTORS") 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); (cii) two individuals designated by each of the following, comprising 4 in aggregate, (for so long as Xxxxxx Xxxxxx that Shareholder and its Permitted Transferees hold in aggregate at least 10% of the outstanding Equity Shares) and one individual designated by each of the following (for so long as that Shareholder and its Permitted Transferees hold in aggregate at least 5% of the outstanding Equity Shares): (1) VentureTech (the "VENTURETECH DIRECTORS"); and (2) the SAIF Shareholders (the "SAIF DIRECTORS"); (iii) Zone individual designated by SARF (for so long as SARF is employed entitled to appoint one Director pursuant to the SARF Stockholder Agreement) (the "SARF DIRECTOR"); (iv) one individual appointed as the Chief Executive Officer Managing Director on the Board pursuant to a resolution of GDIthe shareholders of the Company, such individual to be a senior executive of the election Company who is not a Related Person of SCS (the "MANAGING DIRECTOR"); and (v) the remaining Directors required to increase the number of Directors to nine (9) or to comply with Section 7.3(f) shall be suitably skilled independent Directors qualifying as independent directors under Indian and United States Requirements of Law who shall initially be Xx. X. Srinivasan and Xx. Xxxxxxx (or such other individuals as the Shareholders shall agree) until such time as VentureTech is entitled to appoint two Directors under Section 7.3(b)(ii)(1). Thereafter such independent Directors shall be appointed as follows: (1) each of SCS, SAIF, VentureTech and the chief executive officer of the Company may nominate up to 2 individuals each and, if requested by 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 Company 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 retain an executive search firm appointed to each committee in accordance with a resolution of the Board and such search firm shall be instructed to provide a list of independent Directors including to be so appointed or nominated by the Board. (2) All relevant information regarding the individuals identified by any audit committee, compensation committee or executive committee search firm shall be provided to the Board together with information regarding such other suitable potential Directors as the chief executive officer of the Company shall identify. (3) The Board shall by majority vote of the 8 Directors appointed under paragraph (b)(i) to (iv) appoint the independent Directors from amongst those nominated on the list provided under paragraph (1) and, if such majority cannot be obtained in respect of a sufficient number of Directors; and (e) the boards of directors of each subsidiary of GDI , then information regarding further potential individuals shall be comprised of the same Persons that are from time submitted to time members of the Board in accordance with paragraph (1) until a sufficient number of Directorsindependent Directors are so approved.

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 GDIthe Company, the election to the Board of Directors of five members (the "Management Designees") designated by Xxxxxx Xxxxxx;; and (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. 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: (a) ensure that the number of directors constituting the entire Board of Directors shall be seven; (bi) for so long as not less than the Preferred Holders own at least ten (10%) percent number sufficient to give effect to the rights of the outstanding shares 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 GDI Common Stock (calculated as if filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, and to take 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), other actions necessary to ensure the election to the Board of Directors of at least the following individuals under the following circumstances: (a) two members (the "Preferred Designees") individuals designated by the holders General Atlantic Stockholders (each a "GENERAL ATLANTIC DIRECTOR"), if the General Atlantic Stockholders so elect, for so long as the General Atlantic Stockholders own Common Stock or Common Stock Equivalents convertible into or exchangeable for shares of at least a majority voting capital stock of the outstanding Company representing (after giving effect to any adjustments) greater than or equal to 5% of the total number of shares of Common Stock outstanding on an "as converted" basis; (b) one General Atlantic Director, if the GDI Series A Preferred and GDI Series B Preferred (General Atlantic Stockholders so elect, for so long as the General Atlantic Stockholders own Common Stock or any Common Stock Equivalents convertible into or exchangeable for shares of GDI voting capital stock of the Company representing (after giving effect to any adjustments) less than 5% but greater than or equal to 2% of the total number of shares of Common Stock into which such shares of GDI Series A Preferred or GDI Series B Preferred shall have been outstanding on an "as converted)" basis; (c) two individuals designated by the Dow Jonex Xxxckholders (each a "DOW JONEX XXXECTOR"), if the Dow Jonex Xxxckholders so elect, for so long as Xxxxxx Xxxxxx is employed the Dow Jonex Xxxckholders own Common Stock or Common Stock Equivalents convertible into or exchangeable for shares of voting capital stock of the Company representing (after giving effect to any adjustments) greater than or equal to 5% of the total number of shares of Common Stock outstanding on an "as the Chief Executive Officer of GDI, the election to the Board of Directors of five members (the "Management Designees") designated by Xxxxxx Xxxxxxconverted" basis; (d) one Dow Jonex Xxxector, if the Dow Jonex Xxxckholders so elect, for so long as the Preferred Holders Dow Jonex Xxxckholders 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 or Common Stock and all GDI Warrants shall have been exercised Equivalents convertible into or exchangeable for shares of GDI Common Stock), that at least one Preferred Designee shall be appointed to each committee voting capital stock of the Board of Directors including Company representing (after giving effect to any audit committee, compensation committee adjustments) less than 5% but greater than or executive committee equal to 2% of the Board total number of Directorsshares of Common Stock outstanding on an "as converted" basis; and (e) one individual designated by the boards of directors of each subsidiary of GDI shall be comprised VSC Stockholders (a "VSC DIRECTOR"), if the VSC Stockholders so elect, for so long as the VSC Stockholders own at least two-thirds of the same Persons that Series B Preferred Stock (and/or the Common Stock into which such Series B Preferred Stock may henceforth be converted) purchased by VSC under the Series B Stock Purchase Agreement. If at any time the General Atlantic Stockholders, the Dow Jonex Xxxckholders or the VSC Stockholders, as the case may be, are from time entitled to time appoint one or more members of the Board of DirectorsDirectors pursuant to this Section 6.3 but elect not to do so, such Stockholders shall be entitled to appoint a representative to attend any and all meetings of the Board of Directors with "observer" status.

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: (a) ensure that the number of directors constituting the entire Board of Directors shall be sevennot 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: (i) the CEO, who shall initially be determined in accordance with the Fourth Amended Plan; (ii) a non-executive chairman, who shall initially be Kxxxx Xxxxxxx; (iii) Mxxx Xxxxxxxx, the current industry advisor to the Initial Stockholder; (iv) Jxxxx X. Xxxxxxx; (v) Jxxxx X. Xxxx; and (vi) one or two additional directors to be determined in accordance with the Fourth Amended Plan. (b) for so long as In the Preferred Holders own at least ten event an Initial Stockholder (10%) percent or, in the case 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 StockSection 6.3(b)(iv), the requisite Minority Stockholders) desires to exercise its (or their) rights to designate one or more directors pursuant to this Section 6.3(b), such Initial Stockholder(s) shall notify the other Stockholders, and 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 designees: (i) the CEO (the “CEO Director”); (ii) two (2) individuals designated by each Initial Stockholder that, together with its Permitted Transferees, has an aggregate ownership of Shares representing at least two members twenty percent (20%) of the "Preferred Designees"issued and outstanding Shares (disregarding (i) dilution from any issuances of Equity Securities (including, for the avoidance of doubt, pursuant to the exercise, conversion or exchange of any Common Stock Equivalents) and (ii) accretion from the purchase of Offered Securities by the Company pursuant to Section 3.1(c), in each of clauses (i) and (ii), made after the date hereof); (iii) one (1) individual designated by each Initial Stockholder that, together with its Permitted Transferees, has an aggregate ownership of Shares representing at least nine percent (9%) but less than twenty percent (20%) of the issued and outstanding Shares (disregarding (i) dilution from any issuances of Equity Securities (including, for the avoidance of doubt, pursuant to the exercise, conversion or exchange of any Common Stock Equivalents) and (ii) accretion from the purchase of Offered Securities by the Company pursuant to Section 3.1(c), in each of clauses (i) and (ii), made after the date hereof); and (iv) one (1) individual designated by the holders written consent or affirmative vote of the Minority Stockholders holding an aggregate of at least a majority of the outstanding shares Shares held by all Minority Stockholders, at the time of determination. For the GDI Series A Preferred and GDI Series B Preferred avoidance of doubt, to the extent an Initial Stockholder (or, in the case of Section 6.3(b)(iv), the requisite Minority Stockholders) does not elect to exercise its (or their) rights to designate a director pursuant to this Section 6.3(b), (i) such failure to exercise such right shall not cause such right to expire and (ii) until such Initial Stockholder elects to exercise such right, the director that such Initial Stockholder could designate will instead be filled by the Stockholders in accordance with applicable law. Notwithstanding the foregoing, each Stockholder shall vote its Shares at any shares Stockholders Meeting called for the purpose of GDI Common Stock into which filling the positions on the Board of Directors, or in any Written Consent executed for 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 GDIpurpose, and take all other actions necessary to ensure the election to the Board of Directors of five members the CEO for so long as such individual serves as the CEO. (c) Notwithstanding the "Management Designees"foregoing clause (b), an Initial Stockholder will no longer be entitled to designate any director(s) designated if (i) in the case of Initial Stockholders other than Minority Stockholders, such Initial Stockholder, together with its Permitted Transferees, cease to have an aggregate ownership of Shares representing at least nine percent (9%) of the issued and outstanding Shares (disregarding (i) dilution from any issuances of Equity Securities (including, for the avoidance of doubt, pursuant to the exercise, conversion or exchange of any Common Stock Equivalents) and (ii) accretion from the purchase of Offered Securities by Xxxxxx Xxxxxx;the Company pursuant to Section 3.1(c), in each of clauses (i) and (ii), made after the date hereof) and (ii) for the avoidance of doubt, in the case of the Minority Stockholders, there are no longer any Stockholders meeting the definition of Minority Stockholder. (d) for so long as the Preferred Holders own at least ten (10%Any director designated in accordance with Sections 6.3(b)(ii)-(iv) 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 who fails to each committee of resign from the Board of Directors including any audit committee, compensation committee or executive committee following the termination of the Board of Directors; and (e) applicable Initial Stockholder(s)’ right to designate such director may be removed by the boards of directors of each subsidiary of GDI shall be comprised affirmative vote of the same Persons that are from time to time members Stockholders owning a majority of the Board Shares, and shall include the Initial Stockholder with the right to designate such director, who shall vote all of Directorsits Shares so as to promptly remove such director.