Common use of Nomination and Election of Directors Clause in Contracts

Nomination and Election of Directors. (a) Each of the E-House Group Shareholders and the SINA Group Shareholders agrees that, if at any time it is entitled to vote for the election of directors to the Board, it shall vote all Ordinary Shares owned or held by it or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a general meeting of its shareholders) in order to ensure that the composition of the Board is as set forth in Section 2.1, subject to the provisions of this Section 2.2. (b) Notwithstanding the provisions of Section 2.1 above, (i) as of and after such time as the SINA Group Shareholders (as a group) are no longer a Major Shareholder but remain (as a group) a 10% Shareholder, the SINA Group Shareholders shall have the right to designate only one (1) director to the Board as set forth in Section 2.1. and (ii) as of and after such time as the SINA Group Shareholders (as a group) are no longer a 10% Shareholder, the SINA Group Shareholders shall have no right to nominate any director to the Board as set forth in Section 2.1, and, in each case, the E-House Group Shareholders shall have the right to remove or procure the removal of, and the SINA Group Shareholders shall render all necessary assistance for the purpose of the removal of, in the case of (i) above, one (1) SINA Director or, in the case of (ii) above, all remaining SINA Directors, from the Board in accordance with any resolution of Shareholders. (c) Notwithstanding the provisions of Section 2.1 above, (i) as of and after such time as the E-House Group Shareholders (as a group) are no longer a Major Shareholder but remain (as a group) a 10% Shareholder, the E-House Group Shareholders shall have the right to designate only one (1) director to the Board as set forth in Section 2.1. and (ii) as of and after such time as the E-House Group Shareholders (as a group) are no longer a 10% Shareholder, the E-House Group Shareholders shall have no right to nominate any director to the Board as set forth in Section 2.1, and, in each case, the SINA Group Shareholders shall have the right to remove or procure the removal of, and the E-House Group Shareholders shall render all necessary assistance for the purpose of the removal of, in the case of (i) above, one (1) E-House Director or, in the case of (ii) above, all remaining E-House Directors, from the Board in accordance with any resolution of Shareholders. (d) If there shall be any vacancy due to the death, resignation or removal of a director nominated by an E-House Group Shareholder or a SINA Group Shareholder (other than removal pursuant to Section 2.2(b) or 2.2(c)), the E-House Group Shareholder or SINA Group Shareholder, as the case may be, entitled to nominate such director shall select an individual to fill such vacancy. If it is determined that any incumbent director nominated by an E-House Group Shareholder or a SINA Group Shareholder shall not stand for re-election at any annual General Meeting, the E-House Group Shareholder or SINA Group Shareholder, as the case may be, entitled to nominate such director shall select another individual who shall be nominated to be elected as such Shareholder’s director in lieu of such incumbent director. If there shall be any vacancy due to the removal of a director pursuant to Section 2.2(b) or 2.2(c), the remaining directors shall select an individual to fill such vacancy until the next General Meeting. (e) In the event an E-House Group Shareholder or a SINA Group Shareholder notifies the other Shareholders of its desire to remove, with or without cause, a director nominated by such Shareholder, each Shareholder shall vote all Ordinary Shares owned or held by such Shareholder and take all other necessary action to cause the removal of such director and ensure that the resulting vacancy is filled by an individual nominated by the E-House Group Shareholder or SINA Group Shareholder, as the case may be, seeking the removal of the director originally nominated by it. In the event an E-House Group Shareholder or SINA Group Shareholder seeks to fill a vacancy created due to the death or resignation of a director nominated by such Shareholder, each Shareholder shall vote all Ordinary Shares owned or held by such Shareholder and take all other necessary action to ensure that the resulting vacancy is filled by an individual nominated by the E-House Group Shareholder or SINA Group Shareholder, as the case may be, seeking to fill such vacancy.

Nomination and Election of Directors. (a) Each of The Board has set the E-House Group Shareholders and the SINA Group Shareholders agrees that, if at any time it is entitled to vote for the election number of directors at three (to be increased to seven immediately after SEA Section 14(f) and Rule 14f-1 are complied with) and, the Board, it shall vote all Ordinary Shares owned or held by it or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company parties hereto agree to call a general meeting of its shareholders) in order exercise their best efforts to ensure that the composition of the Board is shall be determined as set forth in Section 2.1, subject to the provisions of this Section 2.2.follows: (b) Notwithstanding the provisions of Section 2.1 above, (i) as of and after such time as the SINA Group Shareholders (as a group) are no longer a Major Shareholder but remain (as a group) a 10% Shareholder, the SINA Group Shareholders Purchaser shall have the right to designate only one (1) director select and nominate, from time to time, a number of individuals equal to the Board as set forth in Section 2.1. excess of seven over the number of Non-Purchaser Directors that the Existing Holders are entitled to select and nominate pursuant to clause (ii) below (the "Purchaser Directors"), among whom shall include the Chairman of the Board, so long as the Purchaser continues to be the owner of and after at least 25% of the outstanding Common Stock on a Fully Diluted Basis; provided, however, that, until such time as Section 14(f) of the SINA Group Shareholders Securities Exchange Act of 1934, as amended (as a group"SEA Section 14(f)") and Rule 14f-1 promulgated thereunder ("Rule 14f-1") are no longer a 10% Shareholdercomplied with by the Company, none of the SINA Group Shareholders Purchaser Directors shall have no right to nominate any director to take office; (ii) the Board as set forth in Section 2.1, and, in each case, the E-House Group Shareholders Existing Holders shall have the right to remove or procure the removal of, select and the SINA Group Shareholders shall render all necessary assistance for the purpose nominate by a Majority Vote of the removal ofExisting Holders, in from time to time, (A) three individuals, so long as the case Existing Holders continue to be the beneficial owners of at least 15% of the outstanding Common Stock on a Fully Diluted Basis, or (B) two individuals, so long as the Existing Holders continue to be the owners of at least 10% of the outstanding Common Stock on a Fully Diluted Basis; (iii) upon selection and nomination of any Purchaser Directors pursuant to clause (i) above, one the Purchaser shall provide each of the Company and the Existing Holders with a notice signed by the Purchaser indicating such selected and nominated Purchaser Directors; (1iv) SINA Director or, in upon selection and nomination of the case of directors pursuant to clause (ii) aboveabove (the "Non-Purchaser Directors"), all remaining SINA the designated representative of the Existing Holders shall provide each of the Company and the Purchaser with a notice signed by those Existing Holders who have provided the Majority Vote of the Existing Holders indicating such selected and nominated Non-Purchaser Directors; the initial designated representative of the Existing Holders shall be Xxxxxx X. Xxxxxxx, III; the designated representative of the Existing Holders may be changed from time to time upon notice to the Board in accordance with any resolution Company and the Purchaser signed by those Existing Holders who have provided the Majority Vote of Shareholders.the Existing Holders; (cv) Notwithstanding the provisions of Section 2.1 above, (i) as of and after such time so long as the E-House Group Shareholders (as a group) are no longer a Major Shareholder but remain (as a group) a 10% Shareholder, the E-House Group Shareholders shall have the right Purchaser is entitled to designate only one (1) director select and nominate Purchaser Directors pursuant to the Board as set forth in Section 2.1. and (ii) as of and after such time as the E-House Group Shareholders (as a group) are no longer a 10% Shareholder, the E-House Group Shareholders shall have no right to nominate any director to the Board as set forth in Section 2.1, and, in each case, the SINA Group Shareholders shall have the right to remove or procure the removal of, and the E-House Group Shareholders shall render all necessary assistance for the purpose of the removal of, in the case of clause (i) above, one (1) E-House Director orthe Purchaser shall at all times have the right, exercisable by the Purchaser in the case of (ii) aboveits sole discretion, all remaining E-House Directors, from the Board in accordance with any resolution of Shareholders. (d) If there shall be any vacancy due to the death, resignation or removal of a director nominated by an E-House Group Shareholder or a SINA Group Shareholder (other than removal pursuant to Section 2.2(b) or 2.2(c)), the E-House Group Shareholder or SINA Group Shareholder, as the case may be, entitled to nominate such director shall select an individual to fill such vacancy. If it is determined that any incumbent director nominated by an E-House Group Shareholder or a SINA Group Shareholder shall not stand for re-election at any annual General Meeting, the E-House Group Shareholder or SINA Group Shareholder, as the case may be, entitled to nominate such director shall select another individual who shall be nominated to be elected as such Shareholder’s director in lieu of such incumbent director. If there shall be any vacancy due to the removal of a director pursuant to Section 2.2(b) or 2.2(c), the remaining directors shall select an individual to fill such vacancy until the next General Meeting. (e) In the event an E-House Group Shareholder or a SINA Group Shareholder notifies the other Shareholders of its desire to remove, with or without cause, a director nominated by one or more of the Purchaser Directors, and to replace such Shareholderremoved directors. If necessary to effect such removal, each Shareholder of the Existing Holders shall vote for such removal at a meeting of the stockholders or shall execute a written consent to such effect without a meeting and consents to the prompt holding of a special meeting for that purpose; and (vi) so long as the Existing Holders are entitled to select and nominate the Non-Purchaser Directors pursuant to clause (ii) above, the Existing Holders shall at all Ordinary Shares owned times have the right, exercisable by a Majority Vote of the Existing Holders in their sole discretion, to remove, with or held by without cause, one or more of the Non-Purchaser Directors. If necessary to effect such Shareholder removal, the Purchaser shall vote for such removal at a meeting of the stockholders or shall execute a written consent to such effect without a meeting and take all other necessary action consents to cause the removal prompt holding of such director and ensure a special meeting for that purpose. (b) The Board has elected, effective upon the resulting vacancy is filled by an individual nominated by the E-House Group Shareholder or SINA Group ShareholderClosing having occurred, as the case may be, seeking the removal members of the director originally nominated by it. In Board the event an Efollowing three individuals as the initial Non-House Group Shareholder or SINA Group Shareholder seeks Purchaser Directors: Xxxx-Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxxx. (c) Immediately after SEA Section 14(f) and Rule 14f-1 are complied with, the parties hereto will cause the following four individuals to fill a vacancy created due be elected to the death Board as the initial Purchaser Directors: Xxxxx Xxxxx, Xxxxxx XxXxxxx, Xxxxxxxxxxx X. Xxxxxxx and Xxxx Mega. (d) The execution and delivery of this Agreement by the parties hereto shall be deemed to satisfy the notice requirements under Section 3.1(a)(iii) and Section 3.1(a)(iv). (e) As used herein, the "Majority Vote of Existing Holders", at any time, means the written action or resignation approval of the Existing Holders that hold a director nominated majority of the Common Stock Equivalents then held by all Existing Holders. (f) As used herein, "Common Stock Equivalents" means, with respect to any holder of the Company's securities, the number of shares of Common Stock owned by such Shareholder, each Shareholder shall vote all Ordinary Shares holder and the number of shares of Common Stock into or for which any Convertible Securities owned or held by such Shareholder and take all other necessary action to ensure that holder shall be convertible, exchangeable or exercisable as of the resulting vacancy is filled by an individual nominated by the E-House Group Shareholder or SINA Group Shareholder, as the case may be, seeking to fill such vacancydate of determination thereof.

Nomination and Election of Directors. (a) Each of The Board has set the E-House Group Shareholders and the SINA Group Shareholders agrees that, if at any time it is entitled to vote for the election number of directors at three (to be increased to seven immediately after SEA Section 14(f) and Rule 14f-1 are complied with) and, the Board, it shall vote all Ordinary Shares owned or held by it or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company parties hereto agree to call a general meeting of its shareholders) in order exercise their best efforts to ensure that the composition of the Board is shall be determined as set forth in Section 2.1, subject to the provisions of this Section 2.2.follows: (b) Notwithstanding the provisions of Section 2.1 above, (i) as of and after such time as the SINA Group Shareholders (as a group) are no longer a Major Shareholder but remain (as a group) a 10% Shareholder, the SINA Group Shareholders Purchaser shall have the right to designate only one (1) director select and nominate, from time to time, a number of individuals equal to the Board as set forth in Section 2.1. excess of seven over the number of Non-Purchaser Directors that the Existing Holders are entitled to select and nominate pursuant to clause (ii) below (the "Purchaser Directors"), among whom shall include the Chairman of the Board, so long as the Purchaser continues to be the owner of and after at least 25% of the outstanding Common Stock on a Fully Diluted Basis; provided, however, that, until such time as Section 14(f) of the SINA Group Shareholders Securities Exchange Act of 1934, as amended (as a group"SEA Section 14(f)") and Rule 14f-1 promulgated thereunder ("Rule 14f-1") are no longer a 10% Shareholdercomplied with by the Company, none of the SINA Group Shareholders Purchaser Directors shall have no right to nominate any director to take office; (ii) the Board as set forth in Section 2.1, and, in each case, the E-House Group Shareholders Existing Holders shall have the right to remove or procure the removal of, select and the SINA Group Shareholders shall render all necessary assistance for the purpose nominate by a Majority Vote of the removal ofExisting Holders, in from time to time, (A) three individuals, so long as the case Existing Holders continue to be the beneficial owners of at least 15% of the outstanding Common Stock on a Fully Diluted Basis, or (B) two individuals, so long as the Existing Holders continue to be the owners of at least 10% of the outstanding Common Stock on a Fully Diluted Basis; (iii) upon selection and nomination of any Purchaser Directors pursuant to clause (i) above, one the Purchaser shall provide each of the Company and the Existing Holders with a notice signed by the Purchaser indicating such selected and nominated Purchaser Directors; (1iv) SINA Director or, in upon selection and nomination of the case of directors pursuant to clause (ii) aboveabove (the "Non-Purchaser Directors"), all remaining SINA the designated representative of the Existing Holders shall provide each of the Company and the Purchaser with a notice signed by those Existing Holders who have provided the Majority Vote of the Existing Holders indicating such selected and nominated Non-Purchaser Directors; the initial designated representative of the Existing Holders shall be Xxxxxx X. Xxxxxxx, III; the designated representative of the Existing Holders may be changed from time to time upon notice to the Board in accordance with any resolution Company and the Purchaser signed by those Existing Holders who have provided the Majority Vote of Shareholders.the Existing Holders; (cv) Notwithstanding the provisions of Section 2.1 above, (i) as of and after such time so long as the E-House Group Shareholders (as a group) are no longer a Major Shareholder but remain (as a group) a 10% Shareholder, the E-House Group Shareholders shall have the right Purchaser is entitled to designate only one (1) director select and nominate Purchaser Directors pursuant to the Board as set forth in Section 2.1. and (ii) as of and after such time as the E-House Group Shareholders (as a group) are no longer a 10% Shareholder, the E-House Group Shareholders shall have no right to nominate any director to the Board as set forth in Section 2.1, and, in each case, the SINA Group Shareholders shall have the right to remove or procure the removal of, and the E-House Group Shareholders shall render all necessary assistance for the purpose of the removal of, in the case of clause (i) above, one (1) E-House Director orthe Purchaser shall at all times have the right, exercisable by the Purchaser in the case of (ii) aboveits sole discretion, all remaining E-House Directors, from the Board in accordance with any resolution of Shareholders. (d) If there shall be any vacancy due to the death, resignation or removal of a director nominated by an E-House Group Shareholder or a SINA Group Shareholder (other than removal pursuant to Section 2.2(b) or 2.2(c)), the E-House Group Shareholder or SINA Group Shareholder, as the case may be, entitled to nominate such director shall select an individual to fill such vacancy. If it is determined that any incumbent director nominated by an E-House Group Shareholder or a SINA Group Shareholder shall not stand for re-election at any annual General Meeting, the E-House Group Shareholder or SINA Group Shareholder, as the case may be, entitled to nominate such director shall select another individual who shall be nominated to be elected as such Shareholder’s director in lieu of such incumbent director. If there shall be any vacancy due to the removal of a director pursuant to Section 2.2(b) or 2.2(c), the remaining directors shall select an individual to fill such vacancy until the next General Meeting. (e) In the event an E-House Group Shareholder or a SINA Group Shareholder notifies the other Shareholders of its desire to remove, with or without cause, a director nominated by one or more of the Purchaser Directors, and to replace such Shareholderremoved directors. If necessary to effect such removal, each Shareholder of the Existing Holders shall vote for such removal at a meeting of the stockholders or shall execute a written consent to such effect without a meeting and consents to the prompt holding of a special meeting for that purpose; and (vi) so long as the Existing Holders are entitled to select and nominate the Non-Purchaser Directors pursuant to clause (ii) above, the Existing Holders shall at all Ordinary Shares owned times have the right, exercisable by a Majority Vote of the Existing Holders in their sole discretion, to remove, with or held by without cause, one or more of the Non-Purchaser Directors. If necessary to effect such Shareholder removal, the Purchaser shall vote for such removal at a meeting of the stockholders or shall execute a written consent to such effect without a meeting and take all other necessary action consents to cause the removal prompt holding of such director and ensure a special meeting for that purpose. (b) The Board has elected, effective upon the resulting vacancy is filled by an individual nominated by the E-House Group Shareholder or SINA Group ShareholderClosing having occurred, as the case may be, seeking the removal members of the director originally nominated by it. In Board the event an Efollowing three individuals as the initial Non-House Group Shareholder or SINA Group Shareholder seeks Purchaser Directors: Xxxx-Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxxx. (c) Immediately after SEA Section 14(f) and Rule 14f-1 are complied with, the parties hereto will cause the following four individuals to fill a vacancy created due be elected to the death or resignation of a director nominated by such Shareholder, each Shareholder shall vote all Ordinary Shares owned or held by such Shareholder and take all other necessary action to ensure that the resulting vacancy is filled by an individual nominated by the E-House Group Shareholder or SINA Group Shareholder, Board as the case may beinitial Purchaser Directors: Xxxxx Xxxxx, seeking to fill such vacancyXxxxxx XxXxxxx, Xxxxxxxxxxx X. Xxxxxxx and Xxxx Mega.