Common use of Election of Directors; Voting Clause in Contracts

Election of Directors; Voting. (a) Subject to the provisions of Section 4.1(c) hereof and as otherwise stated herein, each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) the number of directors constituting the Board to be seven (7) and (ii) the Company to comply with all obligations under the Documents. At each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of seven (7) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) four (4) representatives designated by the Requisite Investor Holders, the initial representatives of whom shall be Donaxx X. Xxxxxxx, Xx., Xxmoxxx X. Xxxxx, Xxhn X. B. O'Coxxxx xxx Richxxx X. Xxxxxx; (ii) two (2) representatives designated by the Requisite Trust Holders, the initial representatives of whom shall be Richxxx X. Xxxxxx xxx Scotx X. Xxxxxxxx; xxd (iii) one (1) representative appointed by the Board, who shall be a member of the senior management of the Company, the initial representative of whom shall be Jack X. Xxxxx. At the request of the Requisite Investor Holders, the number of members constituting the Board shall be increased to nine (9) in which event each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) the number of directors constituting the Board to be nine (9) and (ii) the Company to comply with all obligations under the Documents. Thereafter, at each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of nine (9) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) five (5) representatives designated by the Requisite Investor Holders; (ii) two (2) representatives designated by the Requisite Trust Holders; and (iii) (A) one (1) representative who shall be the Chief Executive Officer of the Company and (B) one (1) representative appointed by the other members of the Board, who shall be a member of the senior management of the Company. Notwithstanding anything to the contrary contained herein, the number of members constituting the Board may be increased from time to time, in accordance with the Restated Charter and By-laws provided that at all times the Requisite Investor Holders shall be entitled to designate a majority of the members of the Board. At no time may any individual serve as an appointee of more than one class of Stockholders hereunder. (b) Any committee created by the Board shall have at least one Investor Director as a member. (c) The holders of Stockholder Shares shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to 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, if approval is required, in accordance with the provisions of this Section 4.1. Vacancies of the Board shall be filled within 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. (d) The Company shall pay the reasonable out-of-pocket expenses incurred by each of the Investor Directors, the Trust Directors and the Management 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 Directors, and the Company's Restated Charter and By-laws shall provide for indemnification and exculpation of Directors to the fullest extent permitted under applicable law.

Election of Directors; Voting. (a) Subject to the provisions of Section 4.1(c) hereof and as otherwise stated herein, each Each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) to cause the number of directors constituting the Board to be seven six (76) and (ii) to cause the Company to comply with all obligations under the Documents. At each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of seven (7) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) four three (43) representatives designated by the Requisite Investor Holders, the initial representatives of whom which designees shall initially be Donaxx Xxxxxxxx X. Xxxxxxx, Xx., Xxmoxxx Xxxxxxxx X. Xxxxx, Xxhn X. B. O'Coxxxx xxx Richxxx X. M.D. and Xxxxxxx Xxxxxx; (ii) two one (21) representatives representative designated by the Requisite Trust HoldersJPMP Global Investors, the initial representatives of whom which designee shall initially be Richxxx X. Xxxxxx xxx Scotx X. Xxxxxxxx; xxdXxxxx-Xxx XxXxxxx; (iii) one (1) representative appointed by the Board, who shall be a member of the senior management of the Company, the initial representative of whom shall be Jack X. Xxxxx. At the request of the Requisite Investor Holders, the number of members constituting the Board shall be increased to nine (9) in which event each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) the number of directors constituting the Board to be nine (9) and (ii) the Company to comply with all obligations under the Documents. Thereafter, at each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of nine (9) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) five (5) representatives designated by the Requisite Investor Holders; Holders (iiwhich, for purposes of this paragraph (iii) two (2) representatives designated by only, shall not include Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxx), which representative shall be knowledgeable in the Requisite Trust HoldersCompany’s industry and shall not be an employee of the Company or any of its Subsidiaries; and (iii) (Aiv) one (1) representative who shall be the Chief Executive Officer of the Company and (Bthe “CEO Director”) one (1) representative appointed by for such period as he or she shall hold such office; the other members of the Board, who CEO Director shall initially be a member of the senior management of the Company. Notwithstanding anything to the contrary contained herein, the number of members constituting the Board may be increased from time to time, in accordance with the Restated Charter and By-laws provided that at all times the Requisite Investor Holders shall be entitled to designate a majority of the members of the Board. At no time may any individual serve as an appointee of more than one class of Stockholders hereunderC. Xxxxxxxxx Xxxxxx. (b) Any committee created by the Board shall have at least one Investor Director as a member. (c) The holders of Stockholder Shares shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to 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, if approval is required, in accordance with the provisions of this Section 4.1. Vacancies of the Board shall be filled within 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. (d) The Company shall pay the reasonable out-of-pocket expenses incurred by each of the Investor Directors, the Trust Directors and the Management 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 Directors, and the Company's Restated Charter and By-laws shall provide for indemnification and exculpation of Directors to the fullest extent permitted under applicable law.”

Election of Directors; Voting. (a) Subject to the provisions of Section 4.1(c) hereof and as otherwise stated herein, each Each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) to cause the number of directors constituting the Board to be seven five (75) and (ii) to cause the Company to comply with all obligations under the Documents. At each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of seven (7) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) four three (43) representatives designated by the Requisite Investor Holders, the initial representatives of whom which designees shall initially be Donaxx Xxxxxxxx X. Xxxxxxx, Xx., Xxmoxxx Xxxxxxx and Xxxxxxxx X. Xxxxx, Xxhn X. B. O'Coxxxx xxx Richxxx X. Xxxxxx; (ii) two (2) representatives designated by the Requisite Trust Holders, the initial representatives of whom shall be Richxxx X. Xxxxxx xxx Scotx X. Xxxxxxxx; xxd (iii) M.D. and one (1) representative appointed by the Board, who shall be a member of the senior management of the Company, the initial representative of whom shall be Jack X. Xxxxx. At the request of the Requisite Investor Holders, the number of members constituting the Board shall be increased to nine (9) in which event each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) the number of directors constituting the Board to be nine (9) determined and (ii) the Company to comply with all obligations under the Documents. Thereafter, at each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of nine (9) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) five (5) representatives designated by the Requisite Investor Holders; (ii) two one (21) representatives representative designated by the Requisite Trust HoldersJPMP Global Investors, which designee shall initially be Xxxxx-Xxx XxXxxxx; and (iii) (A) one (1) representative who designated by the Requisite Holders (which, for purposes of this paragraph (iii) only, shall not include Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxx), which representative shall be knowledgeable in the Chief Executive Officer Company’s industry and shall not be an employee of the Company and or any of its Subsidiaries. (Bb) one (1) representative appointed by the other members of the Board, who shall be a member of the senior management of the Company. Notwithstanding anything to the contrary contained herein, the number of members constituting the Board may be increased from time to timeJPMP Global Investors shall, in accordance with its sole discretion, have the Restated Charter and By-laws provided that at all times power to assign the Requisite Investor Holders shall be entitled right to designate a director pursuant to Section 3.1(a)(ii) to any of its Affiliates. (c) The majority of the members of the Board. At no time may any individual serve as an appointee of more than one class of Stockholders hereunder. (b) Any each committee created by the Board shall have at least one be Investor Director as a memberDirectors. (cd) The holders of Stockholder Shares shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to nominate designate such director 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, if approval is required, in accordance with the provisions of this Section 4.13.1. Vacancies The Company and the holders of Stockholder Shares shall use their best efforts to fill any vacancies of the Board shall be filled within thirty (30) days of the date such vacancy is created or immediately before the first action to be taken by the Board after as soon as practicable following the date such vacancy is created. (de) The Company shall pay Each holder of Stockholder Shares hereby grants an irrevocable power of attorney and proxy to the reasonable outStockholders that have a right to designate a director under any sub-of-pocket expenses incurred clause of Section 3.1(a) to vote all Stockholder Shares held by each of such holder to elect the Investor Directors, the Trust Directors and the Management 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 director or directors so designated by the Company. So long as any Director serves on Stockholders that have the Board and for three (3) years thereafter, the Company shall maintain directors and officers indemnity insurance coverage reasonably satisfactory right to the Directors, and the Company's Restated Charter and By-laws shall provide for indemnification and exculpation of Directors to the fullest extent permitted under applicable lawmake such designations.

Election of Directors; Voting. (a) Subject to the provisions of Section 4.1(c) hereof and as otherwise stated herein, each Each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) to cause the number of directors constituting the Board to be seven (7) and (ii) to cause the Company to comply with all obligations under the Documents. At each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of seven (7) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) four three (43) representatives designated by the Requisite Investor Holders, the initial representatives two of whom which designees shall initially be Donaxx Xxxxxxxx X. Xxxxxxx, Xx., Xxmoxxx X. Xxxxx, Xxhn X. B. O'Coxxxx xxx Richxxx X. Xxxxxxx and Xxxxxxx Xxxxxx; (ii) one (1) representative designated by JPMP Global Investors, which designee shall initially be Xxxxx-Xxx XxXxxxx; (iii) two (2) representatives designated by the Requisite Trust HoldersHolders (which, the initial representatives for purposes of whom shall be Richxxx X. Xxxxxx xxx Scotx X. Xxxxxxxx; xxd this paragraph (iii) one (1) representative appointed by the Boardonly, who shall not include Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxx), which representatives shall be a member knowledgeable in the Company’s industry and shall not be employees of the senior management Company or any of the Company, the initial representative of whom shall be Jack X. Xxxxx. At the request of the Requisite Investor Holders, the number of members constituting the Board shall be increased to nine (9) in which event each holder of Stockholder Shares hereby covenants and agrees to vote all of his, her or its Stockholder Shares to cause (i) the number of directors constituting the Board to be nine (9) and (ii) the Company to comply with all obligations under the Documents. Thereafter, at each annual meeting of the holders of any class of Stockholder Shares, and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the Company, and at any time at which holders of any class of Stockholder Shares shall have the right to, or shall, vote for or consent in writing to the election of nine (9) directors of the Company, then, and in each such event, the holders of Stockholder Shares shall vote all of the Stockholder Shares owned by them for, or consent in writing with respect to such shares in favor of, the election of a Board constituted as follows: (i) five (5) representatives designated by the Requisite Investor Holders; (ii) two (2) representatives designated by the Requisite Trust HoldersSubsidiaries; and (iii) (Aiv) one (1) representative who shall be the Chief Executive Officer of the Company and (Bthe “CEO Director”) one (1) representative appointed by for such period as he or she shall hold such office; the other members of the Board, who CEO Director shall initially be a member of the senior management of the Company. Notwithstanding anything to the contrary contained herein, the number of members constituting the Board may be increased from time to time, in accordance with the Restated Charter and By-laws provided that at all times the Requisite Investor Holders shall be entitled to designate a majority of the members of the Board. At no time may any individual serve as an appointee of more than one class of Stockholders hereunderC. Xxxxxxxxx Xxxxxx. (b) Any committee created by the Board shall have at least one Investor Director as a member. (c) The holders of Stockholder Shares shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to 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, if approval is required, in accordance with the provisions of this Section 4.1. Vacancies of the Board shall be filled within 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. (d) The Company shall pay the reasonable out-of-pocket expenses incurred by each of the Investor Directors, the Trust Directors and the Management 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 Directors, and the Company's Restated Charter and By-laws shall provide for indemnification and exculpation of Directors to the fullest extent permitted under applicable law.”