Common use of Holders Meeting Clause in Contracts

Holders Meeting. (i) At each annual meeting of the Company’s stockholders (such meeting, a “Holder’s Meeting”) or any special meeting in lieu thereof (any such meeting, a “Special Holders Meeting”) at which the term of any Board Designee is to expire or prior to which there shall be a vacancy on the Board that any Designating Holder is then entitled to designate pursuant to Section 2.1(a), such Designating Holder shall be entitled to designate for election as a Director the number of individuals necessary so that, if such designees are elected to the Board at such annual meeting or any special meeting in lieu thereof, the maximum number of Board Designees such Designating Holder is entitled to designate pursuant to Section 2.1(a) shall be serving on the Board. The Company and the Board shall, subject to and consistent with the Board’s fiduciary duties, the DOT’s and FAA’s U.S. citizenship requirements and other Applicable Law, take such actions as necessary to cause each Board Designee so designated by any such Designating Holder to be nominated for election to the Board at each annual meeting of the Company’s stockholders or any special meeting in lieu thereof. To the extent the Company’s proxy statement for any annual meeting of stockholders, or any special meeting in lieu thereof, includes a recommendation regarding the election of any other nominees to the Board, the Company and the Board shall, subject to and consistent with the Board’s fiduciary duties, the DOT’s and FAA’s U.S. citizenship requirements and other Applicable Law, include a recommendation of its Board that the stockholders also vote in favor of each Board Designee standing for election at such meeting. (ii) A Special Holders Meeting may be called only by (A) the Board acting pursuant to a resolution adopted by a majority of the Board or (B) stockholders who individually or collectively beneficially own greater than thirty-five percent (35%) of the total voting power of all outstanding Equity Securities generally entitled to vote at a Holders Meeting pursuant to a notice executed by such stockholders (or their duly appointed proxies, if applicable), which notice shall include reasonable detail regarding the matters to be discussed at the resulting Special Holders Meeting. (iii) If any Board Designee has not been designated, or fails to agree to serve on the Board if elected or otherwise provide information reasonably requested by the Board, including to determine such Board Designee’s qualification to serve on the Board and information regarding such Board Designee as required to be included in any proxy statement of the Company with respect to the election of directors, within such time periods as required by the Bylaws or otherwise established by the Board in good faith, then the Board shall not be required to appoint or nominate for election to the Board such Board Designee and shall be entitled to appoint or nominate for election to the Board a person approved by the Board pursuant to the Bylaws.

Holders Meeting. (i) At each annual meeting of the Company’s 's stockholders (such meeting, a “"Holder’s 's Meeting”") or any special meeting in lieu thereof (any such meeting, a “"Special Holders Meeting”") at which the term of any Board Designee is to expire or prior to which there shall be a vacancy on the Board that any Designating Holder is then entitled to designate pursuant to Section 2.1(a), such Designating Holder shall be entitled to designate for election as a Director the number of individuals necessary so that, if such designees are elected to the Board at such annual meeting or any special meeting in lieu thereof, the maximum number of Board Designees such Designating Holder is entitled to designate pursuant to Section 2.1(a) shall be serving on the Board. The Company and the Board shall, subject to and consistent with the Board’s 's fiduciary duties, the DOT’s 's and FAA’s 's U.S. citizenship requirements and other Applicable Law, take such actions as necessary to cause each Board Designee so designated by any such Designating Holder to be nominated for election to the Board at each annual meeting of the Company’s 's stockholders or any special meeting in lieu thereof. To the extent the Company’s 's proxy statement for any annual meeting of stockholders, or any special meeting in lieu thereof, includes a recommendation regarding the election of any other nominees to the Board, the Company and the Board shall, subject to and consistent with the Board’s 's fiduciary duties, the DOT’s 's and FAA’s 's U.S. citizenship requirements and other Applicable Law, include a recommendation of its Board that the stockholders also vote in favor of each Board Designee standing for election at such meeting. . (iiii(ii) A Special Holders Meeting may be called only by (A) the Board acting pursuant to a resolution adopted by a majority of the Board or (B) stockholders who individually or collectively beneficially own greater than thirty-five percent (35%) of the total voting power of all outstanding Equity Securities generally entitled to vote at a Holders Meeting pursuant to a notice executed by such stockholders (or their duly appointed proxies, if applicable), which notice shall include reasonable detail regarding the matters to be discussed at the resulting Special Holders Meeting. (iii) If any Board Designee has not been designated, or fails to agree to serve on the Board if elected or otherwise provide information reasonably requested by the Board, including to determine such Board Designee’s qualification to serve on the Board and information regarding such Board Designee as required to be included in any proxy statement of the Company with respect to the election of directors, within such time periods as required by the Bylaws or otherwise established by the Board in good faith, then the Board shall not be required to appoint or nominate for election to the Board such Board Designee and shall be entitled to appoint or nominate for election to the Board a person approved by the Board pursuant to the Bylaws.

Holders Meeting. (i) At each annual meeting of the Company’s stockholders (such meeting, a “Holder’s Meeting”) or any special meeting in lieu thereof (any such meeting, a “Special Holders Meeting”) at which the term of any Board Designee is to expire or prior to which there shall be a vacancy on the Board that any Designating Holder is then entitled to designate pursuant to Section 2.1(a), such Designating Holder shall be entitled to designate for election as a Director the number of individuals necessary so that, if such designees are elected to the Board at such annual meeting or any special meeting in lieu thereof, the maximum number of Board Designees such Designating Holder is entitled to designate pursuant to Section 2.1(a) shall be serving on the Board. The Company and the Board shall, subject to and consistent with the Board’s fiduciary duties, the DOT’s and FAA’s U.S. citizenship requirements and other Applicable Law, take such actions as necessary to cause each Board Designee so designated by any such Designating Holder to be nominated for election to the Board at each annual meeting of the Company’s stockholders or any special meeting in lieu thereof. To the extent the Company’s proxy statement for any annual meeting of stockholders, or any special meeting in lieu thereof, includes a recommendation regarding the election of any other nominees to the Board, the Company and the Board shall, subject to and consistent with the Board’s fiduciary duties, the DOT’s and FAA’s U.S. citizenship requirements and other Applicable Law, include a recommendation of its Board that the stockholders also vote in favor of each Board Designee standing for election at such meeting. (ii) A Special Holders Meeting may be called only by (A) the Board acting pursuant to a resolution adopted by a majority of the Board or (B) stockholders who individually or collectively beneficially own greater than thirty-five percent (35%) of the total voting power of all outstanding Equity Securities generally entitled to vote at a Holders Meeting pursuant to a notice executed by such stockholders (or their duly appointed proxies, if applicable), which notice shall include reasonable detail regarding the matters to be discussed at the resulting Special Holders Meeting. (iii) If any Board Designee has not been designated, or fails to agree to serve on the Board if elected or otherwise provide information reasonably requested by the Board, including to determine such Board Designee’s qualification to serve on the Board and information regarding such Board Designee as required to be included in any proxy statement of the Company with respect to the election of directors, within such time periods as required by the Bylaws or otherwise established by the Board in good faith, then the Board shall not be required to appoint or nominate for election to the Board such Board Designee and shall be entitled to appoint or nominate for election to the Board a person approved by the Board pursuant to the Bylaws.