Common use of Size and Composition of Board of Directors Clause in Contracts

Size and Composition of Board of Directors. (a) Each of the Stockholders agrees that the number of members of the Board of Directors shall be seven (7) and that such Stockholder shall not take or permit to be taken any action which would change such number. Each Stockholder agrees to vote or otherwise cause the election of the following individuals as directors: (i) Two (2) individuals designated in writing by Whitney (which shall be two of the three PIK Preferred Stock Directors provided for in the Certificate of Designations). (ii) One (1) individual designated in writing by Fleet (which shall be one of the three PIK Preferred Stock Directors provided for in the Certificate of Designations). (iii) The chief executive officer of the Company, as may be elected from time to time by the Board of Directors, which individual is currently Dougxxx X. Xxxxxxxx, Xx. (iv) Those two (2) individuals elected by a vote of the holders of Common Stock with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder, which vote shall be taken separately with respect to each of the two (2) seats without cumulative voting. The two (2) individuals designated pursuant to this clause (iv) shall also be 136 designated by the Stockholders as entitled to two (2) votes each on all matters before the Board of Directors. (v) One (1) individual elected by a vote of the holders of the Common Stock, with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder. The individual designees to the Board of Directors, effective on the date hereof, are listed on Exhibit A attached hereto. Such Persons shall continue to serve until their death or resignation, or until their successor is designated as provided herein. (b) Upon the affirmative vote of Columbia, Whitney and Fleet, the size of the Board of Directors shall be increased from seven (7) to nine (9). The two additional seats shall be filled by individuals approved by Columbia, Whitney, and Fleet, and elected by holders of a majority of the Common Stock, and who are not otherwise a Related Party to or Affiliated with any of Columbia, Whitney, Fleet or the Company. In the event of such an increase in the size of the Board of Directors, the two (2) individuals designated pursuant to clause (iv) above and the two (2) new designated individuals shall be entitled to one vote each. (c) The Board of Directors shall meet not less often than once per quarter. In the event that the Board of Directors create an "Executive Committee," a "Compensation Committee," an "Audit Committee," or committees with similar functions such committees shall have at least one member designated by each of Columbia, Whitney and Fleet. (d) At such time as there are no longer any shares of PIK Preferred Stock outstanding, the following shall be the composition of the Board of Directors: (i) the size of the Board of Directors shall be the same as that immediately to such time, (ii) each member of the Board of Directors shall have one vote on all matters and (iii) all directors shall be elected by the holders of the Common Stock.

Size and Composition of Board of Directors. (a) Each of the Stockholders agrees that the number of members of the Board of Directors shall be seven (7) and that such Stockholder shall not take or permit to be taken any action action, unless expressly permitted by this Section 5.1, which would change such number. Each Stockholder agrees to vote or otherwise cause the election of the following individuals as directors: (i) Two (2) individuals designated in writing by Whitney (which shall be two of the three PIK Preferred Stock Directors provided for in the Certificate of Designationseach, a "Whitney Designee"). (ii) One (1) individual designated in writing by Fleet Chisxxxx (which shall be one of the three PIK Preferred Stock Directors provided for in the Certificate of Designationsxxe "Chisxxxx Xxxignee"). (iii) The chief executive officer of the Company, as may be elected from time to time by the Board of Directors, which individual is currently Dougxxx X. Xxxxxxxx, Xx. (iv) Those two (2) individuals elected by a vote of the holders of Common Stock who received such Common Stock in exchange for Class B Units pursuant to the Preferred Stock Corporate Conversion, with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder, which vote shall be taken separately with respect to each of the two (2) seats without cumulative voting. The two (2) individuals designated pursuant to this clause (iv) shall also be 136 designated by the Stockholders as entitled to two (2) votes each on all matters before the Board of DirectorsDirectors until such time that the size of the Board of Directors is increased to nine members as provided below, or until there is a Vote Shift. (v) One (1) individual elected by a vote of the holders of the Common Stock, with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder. The individual designees to Those Persons serving on the Board board of Directors, effective managers of the LLC on the date hereof, are listed on Exhibit A attached hereto. Such Persons hereof shall continue to serve as members of the Board of Directors until their death or resignation, or until their successor is designated as provided herein. (b) Upon the affirmative vote of Columbia, Whitney and FleetChisxxxx, the xxe size of the Board of Directors shall be increased from seven (7) to nine (9). The two additional seats shall be filled by individuals approved by Columbia, WhitneyWhitney and Chisxxxx, and Fleet, and xxd elected by holders of a majority of the Common Stock, and who are not otherwise a Related Party to or Affiliated with Affiliates of any of Columbiathe Columbia Entities, Whitney, Fleet Whitney or the CompanyFleet. In the event of such an increase in the size of the Board of Directors, the two (2) individuals designated pursuant to clause (iv) above and the two (2) new designated individuals shall be entitled to one vote each. . Within five (c5) The Board days following any Change of Directors shall meet not less often than once per quarter. In the event that the Board of Directors create an "Executive Committee," a "Compensation Committee," an "Audit Committee," or committees with similar functions such committees shall have at least one member designated by each Control of Columbia, then the Columbia Entities shall give notice of such event to Whitney and Fleet. Chisxxxx (d) At such time as there are no longer any shares of PIK Preferred Stock outstanding, the following shall be the composition of the Board of Directors: (i) the size of the Board of Directors shall be the same as that immediately to such time, (ii) each member of the Board of Directors shall have one vote on all matters and (iii) all directors shall be elected by the holders of the Common Stock."Xhange Notice"). If the

Size and Composition of Board of Directors. (a) Each As of the Stockholders agrees that the number of members effective date of the Merger and through the term of this Agreement, the EBIZ Board of Directors shall be consist of no more than seven (7) and that directors. On the effective date of the Merger, EBIZ shall cause Xxxxx Xxxxxxx or, subject to Section 5, such Stockholder shall not take or permit other substitute person designated by a majority in number of the Shareholders comprising the JBSI Group, to be taken any action which would change such numberelected to the EBIZ Board of Directors. Each Stockholder agrees Except as otherwise provided herein, at all times during the term of this Agreement, EBIZ agrees, subject to vote Section 5, to support the nomination of, and the EBIZ nominating body or otherwise cause committee shall recommend to the EBIZ Board of Directors the inclusion in the slate of nominees recommended by the EBIZ Board of Directors to EBIZ shareholders for election as directors at each annual meeting of the following individuals as directorsshareholders of EBIZ: (i) Two (2) individuals Xxxxx Xxxxxxx or such other person as designated by a majority in writing by Whitney (which shall be two number of the three PIK Preferred Stock Directors provided for in Shareholders comprising the Certificate of DesignationsJBSI Group (the "JBSI Director").; (ii) One Ransom H. Love or such other person as designated by Caldera (1) individual designated in writing by Fleet (which shall be one of the three PIK Preferred Stock Directors provided for in the Certificate of Designations"Caldera Director").; (iii) The chief executive officer Xxxx Xxxx and Xxxx Xxxxxxx, or such other person or persons, as the case may be, as designated by a majority in number of the Company, as may be elected from time to time by Shareholders comprising the Board of LinuxMall Group (the "LinuxMall Directors, which individual is currently Dougxxx X. Xxxxxxxx, Xx."); (iv) Those two (2) individuals elected by a vote of the holders of Common Stock with each Xxxx Xxxxx or such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder, which vote shall be taken separately with respect to each of the two (2) seats without cumulative voting. The two (2) individuals designated pursuant to this clause (iv) shall also be 136 other outside director as designated by unanimous written agreement of all Shareholders comprising both the Stockholders as entitled to two LinuxMall Group and the Original EBIZ Group (2) votes each on all matters before the Board of Directors."Joint Director"); and (v) One (1) individual elected Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx, or such other person or persons, as the case may be, as designated by a vote majority in number of the holders of Shareholders comprising the Common Stock, with each such holder being entitled to cast that number of votes equal to Original EBIZ Group (the number of such shares of Common Stock held by such holder. The individual designees to the Board of "Original EBIZ Directors, effective on the date hereof, are listed on Exhibit A attached hereto. Such Persons shall continue to serve until their death or resignation, or until their successor is designated as provided herein"). (b) Upon Each Shareholder agrees that, for the affirmative term of this Agreement, in connection with the election of directors of EBIZ, such Shareholder shall vote or cause to be voted all shares of ColumbiaStock (which are entitled to vote) beneficially owned by such Shareholder (including all shares of Stock which they are entitled to vote under any voting trust, Whitney and Fleet, the size of the Board of Directors shall be increased from seven (7voting agreement or proxy) to nine (9elect those individuals nominated in accordance with Section 2(a). The two additional seats shall be filled by individuals approved by Columbia, Whitney, and Fleet, and elected by holders of a majority of the Common Stock, and who are not otherwise a Related Party to or Affiliated with any of Columbia, Whitney, Fleet or the Company. In the event of such an increase in the size of the Board of Directors, the two (2) individuals designated pursuant to clause (iv) above and the two (2) new designated individuals shall be entitled to one vote each. (c) The Board right to participate in designating a substitute director as a Shareholder in the JBSI Group, the LinuxMall Group or the Original EBIZ Group pursuant to Sections 2(a)(i), (iii), (iv) and (v) is personal to each such Shareholder and does not survive the death of Directors shall meet not less often than once per quarter. In the event that the Board of Directors create an "Executive Committee," a "Compensation Committee," an "Audit Committee," or committees with similar functions such committees shall have at least one member designated by each of Columbia, Whitney and FleetShareholder. (d) At such time Except as there are no longer set forth in Section 4 below, each Shareholder agrees not to vote for the removal of any shares of PIK Preferred Stock outstanding, the following shall be the composition of the Board of Directors: (idirector described in Section 2(a) the size of the Board of Directors shall be the same as that immediately or appointed pursuant to such time, (ii) each member of the Board of Directors shall have one vote on all matters and (iii) all directors shall be elected by the holders of the Common StockSection 3.

Size and Composition of Board of Directors. The Stockholders agree that in any and all elections of directors of the Company during the term of this Agreement, they shall vote all Stock owned or controlled by them, including all Stock which they are entitled to vote under any voting trust, voting agreement or proxy, to elect a Board of Directors initially comprising seven directors, designated as follows: (a) Each of two directors (the Stockholders agrees that the number of members of the Board of Directors shall be seven (7“Common Directors”) and that such Stockholder shall not take or permit to be taken any action which would change such number. Each Stockholder agrees to vote or otherwise cause the election of the following individuals as directors: (i) Two (2) individuals designated in writing by Whitney (which shall be two of the three PIK Preferred Stock Directors provided for in the Certificate of Designations). (ii) One (1) individual designated in writing by Fleet (which shall be one of the three PIK Preferred Stock Directors provided for in the Certificate of Designations). (iii) The chief executive officer of the Company, as may be elected from time to time by the Board of Directors, which individual is currently Dougxxx X. Xxxxxxxx, Xx. (iv) Those two (2) individuals elected by a vote of the holders of Common Stock with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder, which vote shall be taken separately with respect to each of the two (2) seats without cumulative voting. The two (2) individuals designated pursuant to this clause (iv) shall also be 136 designated by the Stockholders as entitled to two (2) votes each on all matters before the Board of Directors. (v) One (1) individual elected by a vote of the holders of the Common Stock, with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder. The individual designees to the Board of Directors, effective on the date hereof, are listed on Exhibit A attached hereto. Such Persons shall continue to serve until their death or resignation, or until their successor is designated as provided herein. (b) Upon the affirmative vote of Columbia, Whitney and Fleet, the size of the Board of Directors shall be increased from seven (7) to nine (9). The two additional seats shall be filled by individuals approved by Columbia, Whitney, and Fleet, and elected by holders of a majority of the shares of the Common StockStock held by the Common Stockholders, and who are not otherwise a Related Party to or Affiliated with any one of Columbia, Whitney, Fleet or whom shall at all times be the then current Chief Executive Officer of the Company. In , such Common Directors initially being Xxxxxx Xxxxxx and Xxxxxxxx Xxxxxxx; (b) two directors (the event “Austin Ventures Directors”) designated by Austin Ventures VII, L.P. (“Austin Ventures”), one of such an increase in the size of the Board of Directors, the two (2) individuals designated pursuant to clause (iv) above directors initially being Xxx XxXxxxxxx and the two (2) new other director to be designated individuals shall be entitled to one vote each.by Austin Ventures at a future date; (c) The Board two directors (the “Series B Directors”), one of Directors whom shall meet not less often than once per quarter. In the event that the Board of Directors create an "Executive Committee," a "Compensation Committee," an "Audit Committee," or committees with similar functions such committees shall have be designated by Xxxxxxx-Xxxxxx General Service LLC (“Spiegel) for so long as Spiegel holds at least 3,000,000 shares of Stock (as adjusted for any stock splits, stock dividends, recapitalizations, combinations or similar transactions) (the “Spiegel Director”), such director initially being Xxxx Xxxxx, and one member of whom shall be designated by each X. X. Xxxxxxxxx & Sons Company (“Donnelley”) for so long as Donnelley holds at least 3,000,000 shares of ColumbiaStock (as adjusted for any stock splits, Whitney and Fleetstock dividends, recapitalizations, combinations or similar transactions) (the “Donnelley Director”), such director initially being Xxxx Xxxxxxxxxx; and. (d) At one director (the “StarVest Director”) designated by StarVest Partners, L.P. {“StarVest”), or by a subsequent investor (the “Subsequent Investor Director”) in the event that a Subsequent Investment (as defined below) occurs, such time as there are no longer any shares of PIK Preferred Stock outstanding, the following shall be the composition of the Board of Directors: (i) the size of the Board of Directors shall be the same as that immediately to such time, (ii) each member of the Board of Directors shall have one vote on all matters and (iii) all directors shall be elected by the holders of the Common Stockdirector initially being Xxxxx X. Xxxxxx.

Size and Composition of Board of Directors. (a) Each of the Stockholders agrees that the number of members of the Board of Directors shall be seven (7) and that such Stockholder shall not take or permit to be taken any action action, unless expressly permitted by this Section 5.1, which would change such number. Each Stockholder agrees to vote or otherwise cause the election of the following individuals as directors: (i) Two (2) individuals designated in writing by Whitney (which shall be two of the three PIK Preferred Stock Directors provided for in the Certificate of Designationseach, a "Whitney Designee"). (ii) One (1) individual designated in writing by Fleet Chisxxxx (which shall be one of the three PIK Preferred Stock Directors provided for in the Certificate of Designationsxxe "Chisxxxx Xxxignee"). (iii) The chief executive officer of the Company, as may be elected from time to time by the Board of Directors, which individual is currently Dougxxx X. Xxxxxxxx, Xx. (iv) Those two (2) individuals elected by a vote of the holders of Common Stock who received such Common Stock in exchange for Class B Units pursuant to the Preferred Stock Corporate Conversion, with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder, which vote shall be taken separately with respect to each of the two (2) seats without cumulative voting. The two (2) individuals designated pursuant to this clause (iv) shall also be 136 designated by the Stockholders as entitled to two (2) votes each on all matters before the Board of DirectorsDirectors until such time that the size of the Board of Directors is increased to nine members as provided below, or until there is a Vote Shift. (v) One (1) individual elected by a vote of the holders of the Common Stock, with each such holder being entitled to cast that number of votes equal to the number of such shares of Common Stock held by such holder. The individual designees to Those Persons serving on the Board board of Directors, effective managers of the LLC on the date hereof, are listed on Exhibit A attached hereto. Such Persons hereof shall continue to serve as members of the Board of Directors until their death or resignation, or until their successor is designated as provided herein. (b) Upon the affirmative vote of Columbia, Whitney and FleetChisxxxx, the xxe size of the Board of Directors shall be increased from seven (7) to nine (9). The two additional seats shall be filled by individuals approved by Columbia, WhitneyWhitney and Chisxxxx, and Fleet, and xxd elected by holders of a majority of the Common Stock, and who are not otherwise a Related Party to or Affiliated with Affiliates of any of Columbiathe Columbia Entities, Whitney, Fleet Whitney or the CompanyFleet. In the event of such an increase in the size of the Board of Directors, the two (2) individuals designated pursuant to clause (iv) above and the two (2) new designated individuals shall be entitled to one vote each. Within five (5) days following any Change of Control of Columbia, then the Columbia Entities shall give notice of such event to Whitney and Chisxxxx ("Xhange Notice"). If the Columbia Entities do not give the required Change Notice, Columbia and Columbia DBS Investors, L.P. shall be in breach of this Agreement, and in addition Whitney or Chisxxxx xxxll have the right at any time to give the Change Notice. At any time following a Change Notice and continuing for a period of one year thereafter, either Whitney or Chisxxxx xxxll have the right to implement the Vote Shift by notice to the Board and all of the Stockholders. The Vote Shift shall be effective immediately upon such notice; provided however, if the Change of Control of Columbia is curable, the Columbia Entities shall have 90 days following the Vote Shift to cure the Change of Control of Columbia, and if cured within such period the Vote Shift shall be deemed rescinded as of the date of such cure. (c) The Board of Directors shall meet not less often than once per quarter. In the event that the Board of Directors create an "Executive Committee," a "Compensation Committee," an "Audit Committee," or committees with similar functions such committees shall have at least one member designated by each of Columbia, Whitney and FleetChisxxxx. (d) At such time as there are no longer any shares of PIK Preferred Stock outstanding, the following shall be the composition of the Board of Directors: (i) the size of the Board of Directors shall be the same as that immediately prior to such time, (ii) each member of the Board of Directors shall have one vote on all matters and (iii) all directors shall be elected by the holders of the Common Stock.