Proportional Representation Clause Samples

Proportional Representation. If at any time the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, less than a majority but at least 10% of the total voting power of the then outstanding Filtration Voting Stock, the number of persons Cummins shall be entitled to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board shall be equal to the number of directors computed using the following formula (rounded to the nearest whole number): the product of (i) the percentage of the total voting power of the then outstanding Filtration Voting Stock Beneficially Owned by the Cummins Group and (ii) the number of directors then on the Filtration Board (assuming no vacancies exist). Notwithstanding the foregoing, if the calculation set forth in the foregoing sentence would result in Cummins being entitled to elect a majority of the members of the Filtration Board solely as a result of rounding, the formula will be recalculated with the product being rounded down to the nearest whole number; provided, however, that, if the Cummins Group, at any time, acquires additional shares of Filtration Common Stock such that the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Filtration Voting Stock, then the number of persons Cummins shall be entitled to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board shall be adjusted upward, if appropriate as a result of rounding, in accordance with the provisions of this Section 7.3(d). If the number of Cummins Designees serving on the Filtration Board exceeds the number determined pursuant to the foregoing sentences of this Section 7.3(d) (such difference being herein called the “Excess Director Number”), then Cummins in its discretion shall instruct such Cummins Designees (the number of which designees shall be equal to the Excess Director Number) to promptly resign from the Filtration Board, and, to the extent such persons do not so resign, Cummins shall assist Filtration in increasing the size of the Filtration Board, so that after giving effect to such increase, the number of Cummins Designees on the Filtration Board is in accordance with the provisions of this Section 7.3(d). Cummins, in its discretion, may determine to designate fewer than its maximum number of Cummins D...

Proportional Representation. Upon a majority vote of the holders of Common Stock, the composition of the directors constituting the Board of Directors shall be changed so that after designating directors in accordance with this Section 2.5(b), each of the Berkshire Stockholders and the Management Stockholders shall have represented on the Board that number of directors (rounded up to the nearest whole number) represented by the percentage equal to (x) the number of shares of Common Stock held by such stockholder group over (y) the total number of shares of Common Stock held by all Stockholders. In the event that the size of the Board of Directors needs to be increased in order to establish the foregoing representation, each Stockholder shall take all action as may be necessary or appropriate, including without limitation, the voting of all Shares owned by such Stockholder, to effect the increase in the size of the Board. Each Stockholder agrees that such Stockholder shall take all action as may be necessary or appropriate, including without limitation, the voting of all Shares owned by them, to elect the directors so designated by the Stockholders as set forth in this Section 2.5(b).

Proportional Representation. (a) Until the Standstill Termination Date, except as indicated in paragraph (b) below, the Company and each LIH Entity shall use their respective best efforts to cause the composition of the Board to continue to reflect, or to fully implement, the proportionate representation of the LIH Director, the LIH II Director, Company Director and Independent Directors set forth in Section 2.01. At each annual meeting of stockholders following the Closing at which the term of any Independent Director is to expire, unless such annual meeting shall be scheduled to occur after the Standstill Termination Date, or at any time that a vacancy of an Independent Director on the Board of Directors is to be filled, the identity of such Independent Director to stand for election to the Board of Directors or to fill the vacancy on the Board, as the case may be, shall be determined in the following manner: (i) If the term of any Third Independent Director expires or such position on the Board becomes vacant, the Third Independent Director Nominating Committee shall

Proportional Representation. (a) Company shall annually cause representatives designated by EMI to be nominated for election to the Board so as to provide Purchaser with that percentage

Proportional Representation. (a) Until the Standstill Termination Date, except as indicated in paragraph (b) below, the Company and each LIH Entity shall use their respective best efforts to cause the composition of the Board to continue to reflect, or to fully implement, the proportionate representation of the LIH Director, the LIH II Director, Company Director and Independent Directors set forth in Section 2.01. At each annual meeting of stockholders following the Closing at which the term of any Independent Director is to expire, unless such annual meeting shall be scheduled to occur after the Standstill Termination Date, or at any time prior to the Standstill Termination Date that a vacancy of an Independent Director on the Board of Directors is to be filled, the identity of such Independent Director to stand for election to the Board of Directors or to fill the vacancy on the Board, as the case may be, shall be determined in the following manner:

Proportional Representation. (i) Unless otherwise determined by Celldex's Nominating and Corporate Governance Committee, the Celldex Director shall be Celldex's Chief Executive Officer. Following the Effective Date, Medarex shall continue to have the right to appoint a representative to the Celldex board of directors and, if the Celldex board of directors is increased above five (5) members, Medarex shall have the right to appoint a second representative with the other representatives being selected by the Nominating and Corporate Governance Committee in accordance with the Celldex Nominating and Corporate Governance Committee Charter; provided, however, that Celldex shall use commercially reasonable efforts to ensure that Independent Directors constitute a majority of the Celldex board of directors. Notwithstanding anything to the contrary set forth above, Medarex shall not have a right to designate any nominees to Celldex's board of directors in any annual meeting if at the record date for such annual meeting the percentage of Voting Stock of Celldex beneficially owned by Medarex and the Medarex Affiliates collectively falls below 20% of the outstanding shares of the Voting Stock of Celldex. (ii) Medarex and the Nominating and Corporate Governance Committee of Celldex shall have the right to designate or nominate any replacement for a director designated by Medarex or nominated by such committee, respectively, at the termination of such director's term or upon death, resignation, retirement, disqualification, removal from office or other cause. To the extent permitted by Celldex's Certificate of Incorporation or bylaws, the board of directors shall elect each person so designated or nominated. (iii) The Nominating and Corporate Governance Committee of Celldex shall only include Independent Directors.