Election of Directors; Voting. (a) The number of directors constituting the Board of the Company, as fixed from time to time by the Board in accordance with the Company's by-laws, shall initially be five (5). Notwithstanding any provision in the Company's by-laws, the number of directors constituting the Board shall not be changed without the consent of a majority of the Investor Shares. At each annual meeting of the holders of any class of Stock, and at each special meeting of the holders of any class of Stock called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stock shall have the right to, or shall, vote for or consent in writing to the election of directors of the Company, then, and in each such event, the Shareholders shall vote all of the Shareholder Shares owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Board of the Company constituted as follows: (i) two (2) directors who shall be designated and approved by the Management Retained Shareholders holding at least a majority of the then outstanding Retained Shareholder Shares held by Management Retained Shareholders; and (ii) three (3) directors who shall be designated and approved by the holders of at least a majority of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals to serve as the initial members of the Board effective as of the day after the Closing Date (i) the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee of the Board. (b) The holders of Shareholder Shares shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to designate such director and (ii) to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of a new director designated and approved, if approval is required, in accordance with the provisions of this Section 7. Vacancies of the Board shall be filled within 30 days of the date such vacancy is created or immediately before the first action to be taken by the Board after the date such vacancy is created.
Appears in 2 contracts
Samples: Shareholders' Agreement (Greenfield Online Inc), Stock Purchase and Redemption Agreement (Greenfield Online Inc)
Election of Directors; Voting. (a) The number Subject to the provisions of directors constituting Section 4.1(b) hereof, except with the Board prior written consent of the CompanyRequisite Investor Stockholders and the Requisite Bond Stockholders, as fixed from time each Stockholder hereby covenants and agrees to time by vote all of his, her or its Stockholder Shares against any proposed amendment to or restatement of the Board in accordance with the Company's by-laws, shall initially be five (5). Notwithstanding any provision in the Company's by-laws, Certificate that would cause the number of directors constituting the Board shall not to be changed without the consent of a majority of the Investor Sharesany greater than, or less than, seven (7). At each annual meeting of the holders of any class of StockStockholders, and at each special meeting of the holders of any class of Stock Stockholder Shares called for the purpose of electing directors of the CompanyCommon Stock Directors, and at any time at which holders of any class of Stock Stockholder Shares shall have the right to, or shall, to vote for or consent in writing to the election of directors of the CompanyCommon Stock Directors, then, and in each such event, the Shareholders each Stockholder shall vote all of the Shareholder Stockholder Shares owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Common Stock Directors to the Board of the Company constituted as follows:
(i) two four (24) directors who shall be representatives designated and approved by the Management Retained Shareholders holding at least holders of a majority of the then outstanding Retained Shareholder Shares shares of Common Stock held by Management Retained Shareholders; andthe Stockholders who are both 2003-Indenture Permitted Holders and 2004-Indenture Permitted Holders (the “Permitted-Holder Directors”), which designees shall, in accordance with the Plan, initially be [ and ];
(ii) three one (31) directors representative who shall be designated and approved by be, if the holders of Company has employed a permanent chief executive officer at least a majority such time, the chief executive officer of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals Company from time to serve as the initial members of the Board effective as of the day after the Closing Date (i) the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee of the Boardtime.
(b) The holders of Shareholder Shares Stockholders shall vote their shares (i) to remove any director Permitted-Holder Director whose removal is required by the party or parties with the power to designate such director Permitted Holders and (ii) to promptly fill any vacancy created by the removal, resignation or death of a director, in each case for the election of a new director designated and approvedCommon Stock Director designated, if approval is required, in accordance with the provisions of this Section 74.1. Vacancies The Company and the Stockholders shall use their best efforts to fill any vacancies of the Board shall be filled within 30 days of the date such vacancy is created or immediately before the first action to be taken by the Board after Common Stock Directors as soon as practicable following the date such vacancy is created.
(c) The Company shall pay all reasonable out-of-pocket fees, charges and expenses (including travel and related expenses) incurred by each of the members of the Board, including, for the avoidance of doubt, the Series AA Directors and any Additional Series AA Directors (collectively, the “Directors”) in connection with (i) attending the meetings of the Board and all committees thereof and (ii) conducting any other Company business requested by the Company. So long as any Director serves on the Board and for three (3) years thereafter, the Company shall maintain directors and officers indemnity insurance coverage reasonably satisfactory to the Requisite Investor Stockholders and the Requisite Bond Stockholders, and the Company’s Certificate and By-laws shall provide for indemnification and exculpation of Directors to the fullest extent permitted under applicable law.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Pliant Corp), Stockholders’ Agreement (Pliant Corp)
Election of Directors; Voting. (a) The number Subject to the provisions of directors constituting Section 4.1(b) hereof, except with the Board prior written consent of the CompanyRequisite Investor Stockholders and the Requisite Bond Stockholders, as fixed from time each Stockholder hereby covenants and agrees to time by vote all of his, her or its Stockholder Shares against any proposed amendment to or restatement of the Board in accordance with the Company's by-laws, shall initially be five (5). Notwithstanding any provision in the Company's by-laws, Certificate that would cause the number of directors constituting the Board shall not to be changed without the consent of a majority of the Investor Sharesany greater than, or less than, seven (7). At each annual meeting of the holders of any class of StockStockholders, and at each special meeting of the holders of any class of Stock Stockholder Shares called for the purpose of electing directors of the CompanyCommon Stock Directors, and at any time at which holders of any class of Stock Stockholder Shares shall have the right to, or shall, to vote for or consent in writing to the election of directors of the CompanyCommon Stock Directors, then, and in each such event, the Shareholders each Stockholder shall vote all of the Shareholder Stockholder Shares owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Common Stock Directors to the Board of the Company constituted as follows:
(i) two four (24) directors who shall be representatives (the “Permitted-Holder Directors”) designated and approved by the Management Retained Shareholders holding at least holders of a majority of the then outstanding Retained Shareholder Shares shares of Common Stock held by Management Retained Shareholders; andthe Stockholders who are both 2003-Indenture Permitted Holders and 2004-Indenture Permitted Holders (the “Permitted-Holder Stockholders”), which designees shall, in accordance with the Plan, initially be [_______ and ________];
(ii) three one (31) directors representative who shall be designated and approved by be, if the holders of Company has employed a permanent chief executive officer at least a majority such time, the chief executive officer of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals Company from time to serve as the initial members of the Board effective as of the day after the Closing Date (i) the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee of the Boardtime.
(b) The holders of Shareholder Shares Stockholders shall vote their shares (i) to remove any director Permitted-Holder Director whose removal is required by the party or parties with holders of a majority of the power to designate such director shares of Common Stock held by the Permitted-Holder Stockholders and (ii) to promptly fill any vacancy created by the removal, resignation or death of a directorCommon Stock Director, in each case for the election of a new director designated and approvedCommon Stock Director designated, if approval is required, in accordance with the provisions of this Section 74.1. Vacancies The Company and the Stockholders shall use their best efforts to fill any vacancies of the Permitted-Holder Directors as soon as practicable following any such designation.
(c) The Company shall pay all reasonable out-of-pocket fees, charges and expenses (including travel and related expenses) incurred by each of the members of the Board, including, for the avoidance of doubt, the Series AA Directors and any Additional Series AA Directors (collectively, the “Directors”) in connection with (i) attending the meetings of the Board shall be filled within 30 days of the date such vacancy is created or immediately before the first action to be taken and all committees thereof and (ii) conducting any other Company business requested by the Company. So long as any Director serves on the Board after and for three (3) years thereafter, the date such vacancy is createdCompany shall maintain directors and officers indemnity insurance coverage reasonably satisfactory to the Requisite Investor Stockholders and the Requisite Bond Stockholders, and the Company’s Certificate and By-laws shall provide for indemnification and exculpation of Directors to the fullest extent permitted under applicable law.
Appears in 1 contract
Election of Directors; Voting. (a) The number of directors constituting the Board of the CompanyBoard, as fixed from time to time by the Board in accordance with the Company's byCertificate and the By-lawsLaws, shall initially be five not less than eleven (511). The number of directors constituting the board of directors of each Subsidiary shall be not less than eleven (11) and each member of the Board shall at all times serve as a director on the board of directors of each Subsidiary. Any vacancy on the Board or on the board of directors of any Subsidiary from time to time shall not be considered to be a decrease in the number of directors constituting such board. Notwithstanding any provision in the Company's byCertificate and the By-lawsLaws, the number of directors constituting the Board shall not be changed without the consent of a majority of the Investor SharesRequisite Designated Preferred Stockholders. At each annual meeting of the holders of any class of Stock, and at each special meeting of the holders of any class of Stock called for the purpose of electing directors of the CompanyCorporation, and at any time at which holders of any class of Stock shall have the right to, or shall, vote for or consent in writing to the election of directors of the CompanyCorporation, then, and in each such event, the Shareholders Stockholders shall vote all of the Shareholder Shares shares of Stock owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Board of the Company Corporation constituted as follows:
(i) two (2) directors who shall be designated and approved by the Management Retained Shareholders holding at least X.X. Xxxxxx (each a majority of the then outstanding Retained Shareholder Shares held by Management Retained Shareholders"X.X. Xxxxxx Director"); andFourth Amended and Restated EXECUTION Stockholders' Agreement
(ii) three one (31) directors director who shall be designated and approved by Xxxxx Fargo (the holders "WF Director"); provided that Xxxxx Fargo, together with its Affiliates, and other members of its Group, holds either (A) equity securities of the Corporation representing at least a majority five (5%) percent of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals to serve as the initial members voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Board effective Stock of the Corporation held by it as of the day after the Closing Date (ias adjusted for stock splits, stock dividends and the like);
(iii) one (1) director who shall be designated and approved by AmeriCredit (the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof"AmeriCredit Director"), provided that AmeriCredit, together with its Affiliates, and other members of its Group, holds either (iiA) equity securities of the Investor hereby designates Corporation representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Stock of the Corporation held by it as of the Closing Date (as adjusted for stock splits, stock dividends and approves Xxxxxxx Xxxxxxthe like);
(iv) one (1) director who shall be designated and approved by Capital One (the "Capital One Director"); provided that Capital One, together with its Affiliates, and other members of its Group, holds either (A) equity securities of the Corporation representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Stock of the Corporation held by it as of the Closing Date (as adjusted for stock splits, stock dividends and the like);
(v) one (1) director who shall be designated and approved by WFS (the "WFS Director"); provided that WFS, together with its Affiliates, and other members of its Group, holds either (A) equity securities of the Corporation representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Stock of the Corporation held by it as of the Closing Date (as adjusted for stock splits, stock dividends and the like);
(vi) one (1) director who shall be designated and approved by GRP (the "GRP Director"); provided that GRP, together with its Affiliates, and other members of its Group, holds either (A) equity securities of the Corporation representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Stock of the Corporation held by it as of the Closing Date (as adjusted for stock splits, stock dividends and the like);
(vii) one (1) director who shall be designated and approved by The First American Corporation ("FAC") (the "FAC Director"); provided that FAC, together with its Affiliates, and other members of its Group, holds either (A) equity securities of the Corporation representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Stock of the Corporation held by CMSI as of the Closing Date (as adjusted for stock splits, stock dividends and the like); Fourth Amended and Restated EXECUTION Stockholders' Agreement
(viii) one (1) director who shall be the Chief Executive Officer of the Corporation; and
(ix) two (2) directors who shall not be officers of the Corporation and shall each be designated and approved by AmeriCredit, X.X. Xxxxxx and Xxxxx Xxxxxxxx Fargo, acting jointly; provided however, that Capital One, FAC, GRP and Xxxx Xxxxxxx WFS, acting jointly, may veto any individual proposed as directors pursuant to a director under this Section 8(a)(ii10(a)(viii) hereof. The directors designated under Section 8(a)(i) shall designate one within 14 calendar days of receipt of the name and resume of such directors proposed director, except that Capital One, FAC, WFS and GRP agree not to serve on the Board's compensation committee. The directors unreasonably veto any such individual who is designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee by AmeriCredit, X.X. Xxxxxx and on each other committee of the BoardXxxxx Fargo hereunder.
(b) Each respective party designating directors pursuant to Section 10(a) shall have the right (i) to have such director serve as director until his or her successor is duly elected and qualified, (ii) to designate each such successor so long as such party has the power to designate such director pursuant to Section 10(a) above, (iii) to propose the removal from the Board of any director nominated by such party pursuant to Section 10(a) and (iv) to propose the removal from the Board of a director nominated by another party in the event that such other party ceases to possess the power to nominate such director as a result of the application of any of the provisions of Section 10(a) above. The holders of Shareholder Shares Stockholders shall vote their shares (i) to remove any director whose removal is required pursuant to clause (iii) or (iv) of the preceding sentence by the party or parties Parties with the power to designate such director pursuant to Section 10(a) and (ii) to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of a new director designated and approved, if approval is required, in accordance with the provisions of this Section 7. Vacancies 10.
(c) The members of each committee of the Board shall be filled within 30 days of the date such vacancy is created or immediately before the first action to be taken selected by the Board after and shall include (i) one (1) X.X. Xxxxxx Director, and (ii) such other director(s) selected by the date Board. The Corporation and the Board shall ensure that the AmeriCredit Director, the Capital One Director, the FAC Director, the Xxxxx Fargo Director, the WFS Director and the GRP Director are each members of the same number of committees as is reasonably possible. The Corporation and Board shall also ensure that no Stockholder has more than one representative as a member on a certain committee. In the event that AmeriCredit, Capital One, FAC, Xxxxx Fargo, WFS or GRP is not a member of a particular committee, AmeriCredit, Capital One, FAC, Xxxxx Fargo, WFS or GRP, as the case may be, shall have the right to designate one individual as a non-voting observer (each a "Committee Observer") to such vacancy is createdcommittee. The Corporation shall give each Committee Observer and the ALG Observer (as defined below) the same notice, information and documentation with respect to committee meetings as the members of such committees receive; provided, however, that each Committee Observer and the ALG Observer shall agree to hold all information so provided in confidence and trust; provided further, however, that the Corporation reserves the right to withhold any information and to exclude any Committee Observer and or the ALG Observer from any meeting or portion thereof, without excluding any other Committee Observer and or the ALG Observer, if the Board determines in good faith that access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Corporation and its counsel.
(d) ALG shall have the right to designate one individual as a non-voting observer to the Board and to any committees of the Board (the "ALG Observer"). All other Fourth Amended and Restated EXECUTION Stockholders' Agreement Investors shall have the right to designate one individual as a non-voting observer to the Board, subject to the ability of the Board to determine that no Investor (other than ALG) shall have such right (each a "Board Observer"). The Corporation shall give the ALG Observer and each Board Observer the same notice, information and documentation with respect to Board meetings as the members receive; provided, however, that the ALG Observer and the Board Observers, if any, shall agree to hold all information so provided in confidence and trust; provided further, however, that the Corporation reserves the right to withhold any information and to exclude the ALG Observer, without excluding any Board Observer or the ALG Observer, as the case may be, from any meeting or portion thereof if the Board determines in good faith that access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Corporation and its counsel.
(e) The Stockholders shall cause the Corporation to appoint, replace and remove the directors of each of its Subsidiaries and each of DealerTrack, Inc., webalg, inc. and Credit Online, Inc. hereby agrees to such appointment, replacement and removal, in accordance with the terms of this Section 10 as applied mutatis mutandis to such Subsidiaries, such that at all times the Board of the Corporation and of each Subsidiary of the Corporation shall consist of the same individuals at a minimum.
Appears in 1 contract
Samples: Stockholders' Agreement (DealerTrack Holdings, Inc.)
Election of Directors; Voting. (a) The number of directors constituting the Board of the Company, as fixed from time to time by the Board in accordance with the Company's by-laws, shall initially be five (5). Notwithstanding any provision in the Company's by-laws, the number of directors constituting the Board shall not be changed without the consent of a majority of the Investor Shares. At each annual meeting of the holders of any class of Stock, and at each special meeting of the holders stockholders of any class of Stock the Company called for the purpose of electing directors of the Company, and at any time at which holders stockholders of any class of Stock the Company shall have the right to, or shall, vote for or consent in writing to the election of directors of the Company, then, and in each such event, the Shareholders Stockholders shall vote all shares of stock of the Shareholder Shares Company owned by them or their Affiliatesthem, and their respective transferees shall so vote vote, for, or consent in writing with respect to such shares in favor of, the election of a Board of the Company constituted as follows:
Directors consisting of not more than seven (7) persons, of which (i) so long as the Investor Stock represents 20% or more of the fully diluted Common Stock, the holders of a majority of the IBJS Stock shall have the right to designate two (2) directors who shall be designated (the "IBJS Directors") and approved by the Management Retained Shareholders holding at least holders of a majority of the then outstanding Retained Shareholder Shares held by Management Retained Shareholders; KOCO Stock shall have the right to designate two (2) directors (the "KOCO Directors" and
, together with the IBJS Directors, the "Investor Directors"), and (ii) so long as Cacomm holds 20% or more of the fully-diluted Common Stock, Cacomm shall have the right to designate three (3) directors who shall be designated and that are either members of the Company's management or approved by the holders of at least a majority of Investor Directors, which approval shall not be unreasonably withheld or delayed (the then outstanding Investor Shares. The parties hereby designate and approve the following individuals to serve as the initial members of the Board effective as of the day after the Closing Date (i) the "Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee of the BoardDirectors").
(b) The In the event of an increase in the size of the Board of Directors, so long as the Investor Stock represents 20% or more of the fully-diluted Common Stock, the holders of Shareholder Shares IBJS Stock and KOCO Stock shall be entitled to designate additional directors such that the Investor Directors at all times constitute a simple majority of the Board of Directors.
(c) The Company and Stockholders agree to appoint one IBJS Director and one KOCO Director to serve on the Audit, Compensation and Executive Committees of the Board of Directors and one Management Director to serve on the Compensation and Executive Committees of the Board. The composition of the board of directors of each subsidiary of the Company shall be identical to that of the Company's Board of Directors.
(d) The Stockholders shall vote their shares of stock (i) to remove any director whose removal is required by the party or parties with the power to designate such director and (ii) to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of a new director designated and approved, if approval is required, in accordance with the provisions of this Section 72.
(e) Representatives of the Investors shall have the right to attend and observe all Board of Directors and committee meetings of the Company, and the Investor Directors and any other representatives of the Investors shall be reimbursed for their out-of-pocket expenses in attending any such meeting. Vacancies Cacomm shall have the right to designate one non-voting observer to attend all meetings of the Board, subject to the approval of the Investor Directors (which approval shall not be unreasonably withheld or delayed).
(f) The Board of Directors shall meet no less frequently than quarterly. The Stockholders agree to amend the bylaws of the Company to provide that a quorum of the Board of Directors shall require the presence of a majority of the Investor Directors and any action with respect to compensation or bonuses or any additional expenditures for wireless cable assets shall require the vote of a majority of the Investor Directors. Such bylaw provisions shall not be further amended without the consent of the Investors.
(g) Each Stockholder agrees to cooperate with the Company in all reasonable respects in complying with the terms and provisions of Sections 6(m), (n) and (o) of the Exchange Agreement, including without limitation voting to approve such amendments to the Company's certificate of incorporation and by-laws and this Agreement as may be reasonably requested by any Regulated Holder (as defined in the Exchange Agreement) entitled to make such request pursuant to the Exchange Agreement. Notwithstanding the foregoing, no Stockholder shall be filled within 30 days required by this provision to take any action that would materially and adversely affect its rights under this Agreement or as a stockholder of the date Company.
(h) The Company and the Stockholders agree not to amend or waive the voting or other provisions of the Company's certificate of incorporation or by-laws or this Agreement if such vacancy amendment or waiver would cause any Regulated Holder to have a Regulatory Problem (as defined in the Exchange Agreement) and such Regulated Holder has so notified the Company that it would have a Regulatory Problem promptly after it has notice of such proposed amendment or waiver.
(i) The provisions of this Section 2 shall terminate in the event that a majority of the Company's outstanding Preferred Stock is created or immediately before held by persons other than the first action to be taken by the Board after the date such vacancy is createdInvestors.
Appears in 1 contract
Election of Directors; Voting. (a) The number of directors constituting the Board of the CompanyBoard, as fixed from time to time by the Board in accordance with the Company's byCertificate and the By-lawsLaws, shall initially be five not less Amendment No. 1 to Fourth Amended and Restated Stockholders' Agreement than three (53) nor more than eleven (11). Notwithstanding The number of directors constituting the boards of directors of each Subsidiary shall correspond to the number of directors on the Board and each member of the Board shall at all times serve as a director on the board of directors of each Subsidiary, except dealerAccess Canada Inc. Any vacancy on the Board or on the board of directors of any provision Subsidiary from time to time shall not be considered to be a decrease in the Company's by-laws, the number of directors constituting the Board shall not be changed without the consent of a majority of the Investor Sharessuch board. At each annual meeting of the holders of any class of Stock, and at each special meeting of the holders of any class of Stock called for the purpose of electing directors of the CompanyCorporation, and at any time at which holders of any class of Stock shall have the right to, or shall, vote for or consent in writing to the election of directors of the CompanyCorporation, then, and in each such event, the Shareholders Stockholders shall vote all of the Shareholder Shares shares of the Stock owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Board of the Company Corporation constituted as follows:
(i) two (2) directors who shall be designated and approved by the Management Retained Shareholders holding at least X.X. Xxxxxx (each a majority of the then outstanding Retained Shareholder Shares held by Management Retained Shareholders; and"X.X. Xxxxxx Director");
(ii) three one (31) directors director who shall be designated and approved by Xxxxx Fargo (the holders "WF Director"); provided that Xxxxx Fargo, together with its Affiliates, and other members of its Group, holds either (A) equity securities of the Corporation representing at least a majority five (5%) percent of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals to serve as the initial members voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Board effective Stock of the Corporation held by it as of the day after the Closing Date (ias adjusted for stock splits, stock dividends and the like);
(iii) one (1) director who shall be designated and approved by AmeriCredit (the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof"AmeriCredit Director"), provided that AmeriCredit, together with its Affiliates, and other members of its Group, holds either (iiA) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee equity securities of the Board.Corporation representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Stock of the Corporation held by it as of the Closing Date (as adjusted for stock splits, stock dividends and the like);
(biv) The holders of Shareholder Shares one (1) director who shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to designate such director and (ii) to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of a new director be designated and approvedapproved by Capital One (the "Capital One Director"); provided that Capital One, if approval is requiredtogether with its Affiliates, in accordance with the provisions and other members of this Section 7. Vacancies its Group, holds either (A) equity securities of the Board Corporation representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis) or (B) at least seventy-five (75%) percent of the Stock of the Corporation held by it as of the Closing Date (as adjusted for stock splits, stock dividends and the like);
(v) one (1) director who shall be filled within 30 days designated and approved by WFS (the "WFS Director"); provided that WFS, together with its Affiliates, and other members of its Group, holds either (A) equity securities of the date such vacancy is created Corporation representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis) or immediately before (B) at least seventy-five (75%) percent of the first action to be taken by the Board after the date such vacancy is created.Stock of
Appears in 1 contract
Samples: Stockholders' Agreement (DealerTrack Holdings, Inc.)
Election of Directors; Voting. (a) Each Stockholder shall vote all of his or its Stockholder Shares (to the extent such Stockholder Shares possess the right to so vote) and shall take all other necessary or desirable actions within his or its control (whether in such Stockholder's capacity as a stockholder of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that:
(i) The authorized number of directors constituting on the Board of the CompanyCompany shall be established at seven (7) directors.
(ii) The following persons shall be elected to the Board of the Company and each committee thereof:
(A) two (2) representatives, as fixed from time to time designated by the Board in accordance with the Company's by-laws, shall initially be five (5). Notwithstanding any provision in the Company's by-laws, the number of directors constituting the Board shall not be changed without the consent holders of a majority of the Investor Shares. At each annual meeting of the holders of any class of StockStockholder Shares set forth on Annex I hereto, and at each special meeting of the holders of any class of Stock called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stock shall have the right to, or shall, vote for or consent as determined by a majority in writing to the election of directors of the Company, then, and in each such event, the Shareholders shall vote all of the Shareholder Shares owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Board of the Company constituted as follows:interest;
(iB) two one (21) directors representative designated by Eos (who shall be a Series A Director (as defined in the Certificate of Designations));
(C) one (1) representative designated by Weston (who shall be a Series A Director (as defined in the Certificate of Designations));
(D) one (1) representative designated by Universal;
(E) one (1) representative designated by Xxxxxxxxx;
(F) one (1) representative who shall be designated and approved by the Management Retained Shareholders holding at least a majority of the then outstanding Retained Shareholder Shares held by Management Retained Shareholders; and
(ii) three (3) directors who shall be designated and approved by the holders of at least a majority of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals to serve as the initial other members of the Board effective as of the day after the Closing Date (i) the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee of the Board.
(biii) In the event that a party elects not to designate one or more directors which such party is entitled to designate in accordance with Section 2(a)(ii), the Stockholders agree not to vote to fill such vacancy other than with an individual designated by such party as provided in Section 2(a)(ii).
(iv) The holders designation of Shareholder Shares a representative pursuant to Section 2(a)(ii) at any time shall vote their shares (i) be effective only upon written notice thereof to remove any director whose removal is required the Company by the party or parties with making such designation. Such written notice shall be recorded as soon as reasonably practical in the power minutes of the Company and may be relied upon by the Company as conclusive until such time as the Company is in receipt of a subsequent written notice making a new designation.
(b) Scripps shall have the right to designate such director and one (ii1) representative to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of a new director designated and approved, if approval is required, in accordance with the provisions of this Section 7. Vacancies attend as observer all meetings of the Board Board. The Company shall be filled within 30 days deliver to such observer all notices and other materials, and provide such observer with such reimbursements and other benefits, as are generally delivered or provided to members of the date such vacancy is created or immediately before the first action Board. Such observer shall agree to be taken bound by any confidentiality obligations generally applicable to the Board after the date such vacancy is createddirectors.
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Samples: Stockholders Agreement (Digital Theater Systems Inc)
Election of Directors; Voting. (a) The number Stockholders and the Company acknowledge that the initial Company Board as of the Effective Date shall be composed of nine (9) directors constituting who shall be the Board individuals set forth in Schedule I and for purpose of this Section 4.1, such directors (other than the Chief Executive Officer of the Company, as fixed from time ) shall be deemed to time have been designated by the Board in accordance holder(s) set forth opposite such directors name on Schedule I.
(b) Following the Effective Date and subject to Section 4.1(a), each Stockholder hereby covenants and agrees to use commercially reasonable efforts to take all action within their power, including voting (or delivering written consents with the Company's by-lawsrespect to) their Stockholder Shares, shall initially be five (5). Notwithstanding any provision in the Company's by-laws, to cause the number of directors constituting the Company Board shall not to be changed without the consent of a majority of the Investor Shares. At nine (9) and at each annual meeting of the holders of any class of StockStockholder Shares, and at each special meeting of the holders of any class of Stock Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stock Stockholder Shares shall have the right to, or shall, to vote for or consent in writing to the election of directors of the Company, then, and in each such event, the Shareholders each Stockholder shall vote all of the Shareholder Stockholder Shares owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares Stockholder Shares in favor of, the election of a Board of the Company Board constituted as follows:
(i) the individual holding the office of Chief Executive Officer of the Company from time to time (the “Management Director”);
(ii) four (4) individuals designated by the Avenue Stockholders; provided that one (1) such individual (the “Special Designated Director”) shall (x) not be affiliated with the Avenue Stockholders and (y) be acceptable to the Capital Research Stockholders and the Xxxxxx Xxxxxx Stockholders so long as each such Stockholder is a holder of at least ten percent (10%) of the Total Ownership Percentage;
(iii) two (2) individuals designated by the Xxxxxx Xxxxxx Stockholders; and
(iv) two (2) individuals designated by the Capital Research Stockholders; provided, that (i) if the Avenue Stockholders have a Total Ownership Percentage of less then twenty percent (20%), but more than ten percent (10%), then the number of designees to which the Avenue Stockholders are entitled pursuant to Section 4.1(b)(ii) shall be reduced to two (2); (ii) if the Total Ownership Percentage of any of the Avenue Stockholders, the Xxxxxx Xxxxxx Stockholders or the Capital Research Stockholders is less than ten percent (10%), but more than five percent (5%), then such Stockholder shall be entitled to designate one director; and (iii) if the Total Ownership Percentage of any of the Avenue Stockholders, the Xxxxxx Xxxxxx Stockholders or the Capital Research Stockholders is less than five percent (5%), then such Stockholder shall no longer be entitled to designate individuals pursuant to this Section 4.1(b).
(c) If a Significant Committee Holder loses the right to designate one or more directors of the Company Board or the individual then holding the office of Chief Executive Officer of the Company ceases to hold such office, any director vacancy (if any) created by such event shall be filled by Significant Committee Holders acting by Majority Requisite Consent (such directors, the “Majority Committee Holder Designated Directors”); provided that if:
(i) the Total Ownership Percentage of the Avenue Stockholders is less than twenty percent (20%), but more than ten percent (10%) (the first date on which such Total Ownership Percentage is reached is the “Avenue First Threshold Date”) and a Significant Committee Holder (the “Avenue Acquiring Significant Committee Holder”) has acquired from the Avenue Stockholders a number of shares of Common Stock equal to at least the product of (A) 50.1% and (B) the number of shares of Common Stock owned by the Avenue Stockholders on the Effective Date minus the of shares of Common Stock owned by the Avenue Stockholders on the Avenue First Threshold Date, then such Acquiring Significant Committee Holder shall be entitled to designate two (2) directors who shall in addition to what it would otherwise be designated and approved by the Management Retained Shareholders holding at least a majority of the then outstanding Retained Shareholder Shares held by Management Retained Shareholders; andentitled to designate pursuant to Section 4.1(b);
(ii) three the Total Ownership Percentage of a Significant Committee Holder is less than ten percent (310%), but more than five percent (5%) directors who shall (the first date on which such Total Ownership Percentage is reached is the “First Threshold Date”) and a Significant Committee Holder (which may be designated and approved by the holders Avenue Acquiring Significant Committee Holder) (the “Acquiring Significant Committee Holder”) has acquired from such Significant Committee Holder a number of shares of Common Stock equal to at least a majority the product of the then outstanding Investor Shares. The parties hereby designate (A) 50.1% and approve the following individuals to serve as the initial members of the Board effective as of the day after the Closing Date (iB) the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(inumber of shares of Common Stock owned by (1) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve Significant Committee Holder on the Board's compensation committee. The directors designated under Section 8(a)(iiEffective Date if such Significant Committee Holder is the Xxxxxx Xxxxxx Stockholders or the Capital Research Stockholders or (2) shall designate one of such directors to serve Significant Committee Holder on the Board's compensation committee and on each other committee of Avenue First Threshold Date if such Significant Committee Holder is the Board.
(b) The holders of Shareholder Shares shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to designate such director and (ii) to fill any vacancy created by the removal, resignation or death of a directorAvenue Stockholders, in each case for minus the election of shares of Common Stock owned by such Significant Committee Holder on the First Threshold Date, then such Acquiring Significant Committee Holder shall be entitled to designate one (1) director in addition to what it would otherwise be entitled to designate pursuant to Section 4.1(b);
(iii) the Total Ownership Percentage of a new director designated and approved, if approval Significant Committee Holder is required, in accordance with the provisions of this Section 7. Vacancies of the Board shall be filled within 30 days of the date such vacancy is created or immediately before less than five percent (5%) (the first action to date on which such Total Ownership Percentage is reached is the “Second Threshold Date”) and a Significant Committee Holder (which may be taken by the Board after Avenue Acquiring Significant Committee Holder) (the date such vacancy is created.“Acquiring Significant
Appears in 1 contract
Samples: Stockholders’ Agreement (Ami Celebrity Publications, LLC)
Election of Directors; Voting. (a) The Subject to the provisions of Section 4.1(b) hereof, except with the prior written consent of the Requisite Investor Stockholders and the Requisite Bond Stockholders, each Stockholder hereby covenants and agrees to vote all of his, her or its Stockholder Shares against any proposed amendment to or restatement of the Certificate that would cause the number of directors constituting the Board of the CompanyCommon Stock Directors to be any greater than, as fixed from time to time by the Board in accordance with the Company's by-lawsor less than, shall initially be five (5). Notwithstanding any provision in the Company's by-laws, the number of directors constituting the Board shall not be changed without the consent of a majority of the Investor Shares. At each annual meeting of the holders of any class of StockStockholders, and at each special meeting of the holders of any class of Stock Stockholder Shares called for the purpose of electing directors of the CompanyCommon Stock Directors, and at any time at which holders of any class of Stock Stockholder Shares shall have the right to, or shall, to vote for or consent in writing to the election of directors of the CompanyCommon Stock Directors, then, and in each such event, the Shareholders each Stockholder shall vote all of the Shareholder Stockholder Shares owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Common Stock Directors to the Board of the Company constituted as follows:
(i) two four (24) directors who shall be representatives (the “Permitted-Holder Directors”) designated and approved by the Management Retained Shareholders holding at least holders of a majority of the then outstanding Retained Shareholder Shares shares of Common Stock held by Management Retained Shareholders; andthe Stockholders who are both 2003-Indenture Permitted Holders and 2004-Indenture Permitted Holders (the “Permitted-Holder Stockholders”), which designees shall, in accordance with the Plan, initially be Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx XxXxxxx and Xxxxxxx X. Xxxxx;
(ii) three one (31) directors representative who shall be designated and approved by be, if the holders of Company has employed a permanent chief executive officer at least a majority such time, the chief executive officer of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals Company from time to serve as the initial members of the Board effective as of the day after the Closing Date (i) the Management Retained Shareholders hereby designate and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee of the Boardtime.
(b) The holders of Shareholder Shares Stockholders shall vote their shares (i) to remove any director Permitted-Holder Director whose removal is required by the party or parties with holders of a majority of the power to designate such director shares of Common Stock held by the Permitted-Holder Stockholders and (ii) to promptly fill any vacancy created by the removal, resignation or death of a directorCommon Stock Director, in each case for the election of a new director designated and approvedCommon Stock Director designated, if approval is required, in accordance with the provisions of this Section 74.1. Vacancies The Company and the Stockholders shall use their best efforts to fill any vacancies of the Permitted-Holder Directors as soon as practicable following any such designation.
(c) The Company shall pay all reasonable out-of-pocket fees, charges and expenses (including travel and related expenses) incurred by each of the members of the Board, including, for the avoidance of doubt, the Series AA Directors and any Additional Series AA Directors in connection with (i) attending the meetings of the Board shall be filled within 30 days of the date such vacancy is created or immediately before the first action to be taken and all committees thereof and (ii) conducting any other Company business requested by the Company. So long as any Director serves on the Board after and for three (3) years thereafter, the date such vacancy is createdCompany shall maintain directors and officers indemnity insurance coverage reasonably satisfactory to the Requisite Investor Stockholders and the Requisite Bond Stockholders, and the Company’s Certificate and By-laws shall provide for indemnification and exculpation of Directors to the fullest extent permitted under applicable law.
Appears in 1 contract
Election of Directors; Voting. (a) The number Each holder of directors constituting the Board Stockholder Shares hereby covenants and agrees to vote all of the Companyhis, as fixed from time her or its Stockholder Shares entitled to time by the Board in accordance with the Company's by-laws, shall initially be five vote on such matters to cause (5). Notwithstanding any provision in the Company's by-laws, i) the number of directors constituting the Board shall not to be changed without such number of directors that are designated by Francisco Partners, L.P. and (ii) the consent of a majority of Company to comply with all obligations under the Investor SharesDocuments. At each annual meeting of the holders of any class of StockStockholder Shares, and at each special meeting of the holders of any class of Stock Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class or series of Stock Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of directors of the Company, then, and in each such event, the Shareholders holders of voting Stockholder Shares shall vote all of the Shareholder Stockholder Shares owned by them or their Affiliates, and their respective transferees shall so vote for, or consent in writing with respect to such shares in favor of, the election of a Board consisting of any number of representatives designated by Francisco Partners, L.P. (or its designee), the Company constituted as follows:
(i) two (2) directors who initial representatives of whom shall be designated Xxxxx Xxxxx and approved by Xxxx Xxxxxxx. Notwithstanding anything to the Management Retained Shareholders holding at least a majority contrary contained herein, the number of the then outstanding Retained Shareholder Shares held by Management Retained Shareholders; and
(ii) three (3) directors who shall be designated and approved by the holders of at least a majority of the then outstanding Investor Shares. The parties hereby designate and approve the following individuals to serve as the initial members of constituting the Board effective as of may be increased from time to time, in accordance with the day after the Closing Date (i) the Management Retained Shareholders hereby designate Charter and approve Xxxx Xxxxxxx and Xxxx Xxxxxx as directors pursuant to Section 8(a)(i) hereof, and (ii) the Investor hereby designates and approves Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxx as directors pursuant to Section 8(a)(ii) hereof. The directors designated under Section 8(a)(i) shall designate one of such directors to serve on the Board's compensation committee. The directors designated under Section 8(a)(ii) shall designate one of such directors to serve on the Board's compensation committee and on each other committee of the BoardBy-laws.
(b) The holders of Shareholder Stockholder Shares shall vote their shares entitled to vote on such matters (i) to remove any director whose removal is required by the party or parties with the power to designate nominate such director and (ii) to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of a new director designated and approveddesignated, if approval is required, in accordance with the provisions of this Section 74.1. Vacancies of the Board shall be filled within 30 thirty (30) days of the date such vacancy is created or immediately before the first action to be taken by the Board after the date such vacancy is created.
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