Right to Elect Directors. At any time that full dividends on the Series A Preferred Shares shall not have been paid (i) for four (4) or more Dividend Periods (whether or not consecutive) or (ii) for one (1) Dividend Period following the payment in full of dividends on the Series A Preferred Shares for twelve (12) consecutive Dividend Periods (a “Preferred Dividend Cure”) after the occurrence of the circumstances described in clause (i) above (each a “Preferred Dividend Default”), the number of directors then constituting the Board of Directors of the Corporation will be increased by two, and the holders of the Series A Preferred Shares, voting as a single class together with the holders of each other series of Preferred Stock then entitled by the terms of such Preferred Stock to vote for additional directors (the “Parity Voting Preferred Stock”), will be entitled to elect such two additional directors (each a “Preferred Director”) to serve on the Corporation’s Board of Directors at a special meeting called by the holders of at least 10% of the then outstanding Series A Preferred Shares (or the holders of any other Parity Voting Preferred Stock); provided, however, if such request is received within 90 days of the day fixed for the next annual meeting of stockholders, then the holders of the Preferred Stock shall elect the Preferred Directors at such scheduled annual meeting. Upon a Preferred Dividend Cure following the most recent Preferred Dividend Default, the holders of Series A Preferred Shares shall be divested of the voting rights set forth above and the term of office of the Preferred Stock Directors elected as provided above shall terminate (subject to revesting in the event of each and every Preferred Dividend Default). Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding Series A Preferred Shares entitled to vote, voting together as a single class with the holders of all other series of Parity Voting Preferred Stock, at a meeting of the Corporation’s stockholders, or of the holders of the Series A Preferred Shares and all other series of Preferred Stock so entitled to vote thereon, called for that purpose. As long as dividends on the Series A Preferred Shares shall not have been paid for the preceding quarterly Dividend Period, (i) any vacancy in the office of any Preferred Director may be filled (except as provided in the following clause (ii)) by an instrument in writing signed by the remainin...
Right to Elect Directors. If at any time or from time to time any Distributions payable on the Preferred Securities are in arrears for six quarterly periods, then the Holders of Preferred Securities, voting separately as a class, will be entitled to elect two directors, as a special class of directors (the "Preferred Directors"), to the Guarantor's Board of Directors at the next special or annual meeting of the shareholders of the Guarantor. The Preferred Directors shall serve one-year terms on the Guarantor's Board of Directors, commencing on the date of their election and shall be eligible for re-election for an unlimited number of one year terms; provided, however, that such terms shall immediately terminate upon the Guarantor curing the arrearage described in this Section 5.8 by paying or depositing with the Trustee a sum sufficient to pay all such arrearages. The Guarantor and the Trust agree that the election of the Preferred Directors and any related proxy solicitation shall be governed by, to the extent applicable, the laws of the State of Kansas, federal laws and the Securities Exchange Commission's Rules and Regulations as in effect at the time of any such election and solicitation.
Right to Elect Directors. Section 15(a) of the Original Agreement is hereby amended and restated in its entirety to read:
Right to Elect Directors. So long as any shares of Convertible Preferred Stock are outstanding, the minimum number of directors on the Board of Directors shall be eleven. The Holders shall be entitled to vote together as a class to elect four directors of the Corporation (the "Preferred Directors"); provided at least 112,000 shares of the Convertible Preferred Stock remain outstanding. In the event that (i) fewer than 112,000 shares and 75,000 or more shares of Convertible Preferred Stock are outstanding, the Holders shall be entitled to elect three Preferred Directors, (ii) fewer than 75,000 shares and 37,500 or more shares of Convertible Preferred Stock are outstanding, the Holders shall be entitled to elect two Preferred Directors, (iii) fewer than 37,500 shares and 7,500 or more shares of Convertible Preferred Stock are outstanding, the Holders shall be entitled to elect one Preferred Director and (iv) fewer than 7,500 shares of Convertible Preferred Stock are outstanding, the Holders shall not be entitled to elect any Preferred Directors.
Right to Elect Directors. If dividends on the shares of ------------------------ Series 1997-A Preferred Stock shall not have been paid for six Dividend Periods the authorized number of directors of the savings bank shall thereupon be increased by two. Subject to compliance with any requirement for regulatory approval of (or non-objection to) persons serving as directors, the holders of shares of Series 1997-A Preferred Stock, voting together as a class with the holders of any other stock constituting Parity Stock as to dividends and upon which the same voting rights as those of the Series 1997-A Preferred Stock have been conferred and are irrevocable, shall have the exclusive right, but shall not be obligated, to elect the two additional directors at the savings bank's next annual meeting of shareholders and at each subsequent annual meeting until dividends have been paid or declared on the Series 1997-A Preferred Stock and set apart for payment for four consecutive Dividend Periods. Such directors shall be deemed to be in a class separate from the classes of directors established by Section 8 of the charter of the savings bank. The term of such directors elected thereby shall terminate upon the payment or the declaration and setting aside for payment of full dividends on the Series 1997-A Preferred Stock for four consecutive Dividend Periods.
Right to Elect Directors. (i) For so long as the Investors who are affiliates of Softbank (the "Softbank Investors") hold a majority of the Series A Preferred ------------------ originally purchased pursuant to their respective Subscription Agreements or the shares of Class A Stock into which such Series A Preferred are convertible, the Softbank Investors will be entitled to nominate, and the Company and the directors of the Company shall use their best efforts to secure the election of, a person to serve as a director of the Company (the "Softbank Director"). The Softbank Director shall have the right to serve ----------------- on the Company's Compensation Committee or Audit Committee. Once the Softbank Investors no longer hold any of the shares of Series A Preferred originally purchased pursuant to their respective Subscription Agreements, they shall use their best efforts to secure the immediate resignation of the Softbank Director. From the Closing until the earlier to occur of either (1) 45 days from the Closing or (2) three business days before such time as the Company prints a preliminary prospectus or "red xxxxxxx" in connection with a Qualifying Public Offering, the Softbank Investors may choose to have a second observer pursuant to Section 4(i) hereof in lieu of causing the election of the Softbank Director as provided herein.
Right to Elect Directors. If dividends on the shares of Series A Preferred Stock shall not have been paid for six Dividend Periods the authorized number of directors of the Company shall thereupon be increased by two. Subject to compliance with any requirement for regulatory approval of (or non-objection to) persons serving as directors, the holders of shares of Series A Preferred Stock, voting together as a class with the holders of any other stock constituting Parity Stock as to dividends and upon which the same voting rights as those of the Series A Preferred Stock have been conferred and are irrevocable, shall have the exclusive right to elect the two additional directors at the Company's next annual meeting of shareholders and at each subsequent annual meeting until dividends have been paid or declared on the Series A Preferred Stock and set apart for payment for four consecutive Dividend Periods. Such directors shall be deemed to be in a class separate from the classes of directors established by Article Six of the Certificate of Incorporation of the Company. The term of such directors elected thereby shall terminate upon the payment or the declaration and setting aside for payment of full dividends on the Series A Preferred Stock for four consecutive Dividend Periods. X.
Right to Elect Directors. In the event that an amount equal to six quarterly dividend payments on this Series of Preferred Stock shall have accrued and be unpaid, the holders of this Series of Preferred Stock shall have the right, voting separately as a class together with holders of shares of any Parity Stock upon which like voting rights have been conferred and are exercisable ("Voting Parity Stock"), to elect two members of the Board of Directors, each member to be in addition to the then authorized number of directors, at a special meeting called by the holders of record of at least 25% of the Series C Preferred Stock or the holders of any other series of Preferred Stock so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of stockholders) or at the next annual meeting of stockholders and at each subsequent annual meeting until all dividends accumulated on this Series of Preferred Stock have been paid in full for four consecutive Dividend Periods, including the last preceding Dividend Period.
Right to Elect Directors. The Holders shall be entitled from time to time to vote together as a class to elect the number of directors of the Corporation ("Series C-1 Preferred Directors") provided in subparagraphs (A), (B) and (C) of this Section (6)(b)(i).
Right to Elect Directors. (a) From and after the date on which the Series A-2 Preferred Stock is originally issued (the "Original Issue Date"), if the Corporation shall be in arrears in the payment of any three consecutive
