Elections to Board. The Stockholders shall take appropriate ------------------ actions, including the voting of shares of Company Stock or the acting by written consent, to cause the election of the Xxxxxxx Director and the Aurora Nonemployee Director to become effective on the date of this Agreement. The Stockholders shall vote all of the shares owned or held of record by them at all annual and special meetings of the stockholders of the Company called or held for the purpose of filling positions on the Board, and in each written consent executed in lieu of such a meeting of stockholders, and each party hereto shall take all actions otherwise necessary, to ensure (to the extent within the parties' collective control) the election of (i) the Xxxxxxx Director and the Aurora Nonemployee Director to the Board for the applicable periods set forth in Section XII.A and (ii) the members of the Board as the directors of each of the Company's subsidiaries.
Elections to Board. Except as provided in this Section 8(a), the Board of Directors of the Company (the "Board") shall consist of six (6) directors, three (3) of whom shall be elected by the holders of the Company Common Stock (the "Management Directors") and three (3) of whom shall be elected by the holders of the Company Preferred Stock (the "Investor Directors"). Notwithstanding the preceding sentence, prior to the consummation of an initial public offering of Company Common Stock pursuant to an effective registration statement under the Act, in the event the Company (i) does not achieve the performance goals set by the Board in such business plans or budgets as may be approved by the Board from time to time (the "Performance Goals") or (ii) within one (1) year from the date hereof, fails to complete the Company's Internet platform as described on Exhibit B attached hereto (the "Internet Platform") to the reasonable satisfaction of HEALTHSOUTH Corporation ("HEALTHSOUTH") then, at the election of HEALTHSOUTH, the number of directors shall be increased by one (1), and the Investor Directors shall have the right to elect such additional director (the "Additional Investor Director") to fill the vacancy created by such increase. The term of such Additional Investor Director shall extend until he is removed as set forth below. The Additional Investor Director may be removed at any time, but only by the Preferred Stockholders. The failure of the Investor Directors or the Preferred Stockholders to elect the Additional Investor Director or any successor shall not constitute a waiver of such right.
Elections to Board. The Stockholders shall take appropriate ------------------ actions, including the voting of shares or the acting by written consent, to cause the election of the Xxxxxxx Director, Stone and the Brentwood Directors to become effective on the date of this Agreement. The Stockholders shall vote all of the shares owned or held of record by them at all annual and special meetings of the stockholders of the Company called or held for the purpose of filling positions on the Board of Directors, and in each written consent executed in lieu of such a meeting of stockholders, and each party hereto shall take all actions otherwise necessary, to ensure (to the extent within the parties' collective control) the election of the Xxxxxxx Director, Stone and the Brentwood Directors to the Board for the applicable periods set forth in Section XII.A.
