Nomination Rights; Voting Sample Clauses

Nomination Rights; Voting. (a) Subject to Section 1.8(b), the boards of directors of the Company and of the Surviving Corporation shall each consist of no more and no less than six directors. (b) So long as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III (“▇▇. ▇▇▇▇▇▇▇”), or any entity controlled by ▇▇. ▇▇▇▇▇▇▇ owns at least five (5) percent of the outstanding shares of Common Stock, ▇▇. ▇▇▇▇▇▇▇ will be entitled to nominate himself and two other persons to serve as directors of the Company and of the Surviving Corporation (the “▇▇▇▇▇▇▇ Nominees”). The initial ▇▇▇▇▇▇▇ Nominees are ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇. (c) Subject to Section 1.8(b), so long as the GEI Parties own, collectively, at least five (5) percent of the outstanding shares of Common Stock, GEI will be entitled to nominate two people and GEI Side will be entitled to nominate one person to serve as directors of the Company and of the Surviving Corporation (the “GEI Nominees”). The initial GEI Nominees are ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇. (d) So long as any Mezzanine Investor owns any shares of Capital Stock and until the earlier of (i) the termination of this Agreement or (ii) at such time as GEI ceases to own greater than 50% of the outstanding shares of Common Stock, each Mezzanine Investor hereby grants to, and appoints GEI, such Mezzanine Investor’s proxy and attorney-in-fact (with full power of substitution) to vote or act by written consent with respect to any and all matters for which a vote of the Holders is taken other than any matter which would materially and disproportionately adversely affect the rights or obligations of the Mezzanine Investors hereunder. This proxy is coupled with an interest and shall be irrevocable, and each Mezzanine Investor will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy.