Election of Series A Director. At each election of or action by written consent to elect directors in which the holders of Series A Preferred, voting as a separate class, are entitled to elect directors of the Company, the Investors shall vote all of their respective Investor Shares so as to elect one individual designated by Francisco Partners II, L.P., which individual shall initially be Xxxxx Xxxxxxx. Any vote taken to remove any director elected pursuant to this Section 1.2, or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2, shall also be subject to the provisions of this Section 1.2. Upon the request of any party entitled to designate a director as provided in this Section 1.2, each Investor agrees to vote its Investor Shares for the removal of such director.
Election of Series A Director. The holders of outstanding shares of Series A Preferred Stock shall, voting together as a single class, be entitled to elect one (1) Director of the Corporation (a "Series A Director"). Except as provided in Section A.2(a)(iv) below, such Director shall be elected by a plurality vote, with the elected candidate being the candidate receiving the greatest number of affirmative votes (with each holder of Series A Preferred Stock entitled to cast one vote for or against each candidate with respect to each share of Series A Preferred Stock held by such holder) of the outstanding shares of Series A Preferred Stock, with votes cast against such candidates and votes withheld having no legal effect. The election of such Director shall occur (i) at the annual meeting of holders of capital stock, (ii) at any special meeting of holders of capital stock if such meeting is called for the purpose of electing directors, (iii) at any special meeting of holders of Series A Preferred Stock called by holders of not less than a majority of the outstanding shares of Series A Preferred Stock or (iv) by the written consent of holders of a majority of the outstanding shares of Series A Preferred Stock. If at any time when any share of Series A Preferred Stock is outstanding any such Director should cease to be a Director for any reason, the vacancy shall only be filled by the vote or written consent of the holders of the outstanding shares of Series A Preferred Stock, voting together as a separate class, in the manner and on the basis specified above or as otherwise provided by law. The holders of outstanding shares of Series A Preferred Stock may, in their sole discretion, determine not to elect one or more Directors as provided herein from time to time, and during any such period the Board of Directors shall not be deemed unduly constituted solely as a result of such vacancy.
Election of Series A Director. For so long as the outstanding number of shares of Series A Preferred Stock (assuming, for this purpose, the exercise of all outstanding rights to acquire shares of Series A Preferred Stock (except where any default by the holder of any such right has not been cured within the applicable cure period)) represent at least FIVE PERCENT (5%) of the total number of shares of Common Stock outstanding (assuming, for this purpose, the conversion into Common Stock of all shares of Series A Preferred Stock outstanding and the exercise and conversion or exchange for Common Stock of all Options and Convertible Securities outstanding), the holders of Series A Preferred Stock, voting as a separate class, shall be entitled to (i) elect one (1) member of the Board (the "SERIES A DIRECTOR") at each meeting or pursuant to each consent of the Corporation's shareholders for the election of directors, (ii) remove from office such director and (iii) fill any vacancy caused by the resignation, death or removal of such director.
