Common use of Size and Composition Clause in Contracts

Size and Composition. Harbinger and Pinnacle shall vote their respective Voting Securities so that the Board shall be composed of (A) such number of directors as is set forth in Section 4.1(c) of the Existing Shareholders Agreement, of which six (6) directors shall be nominated by Harbinger and shall vote their respective Voting Securities to elect such six (6) nominees and (B) no more than ten (10) directors. From and after the date of this Agreement, Harbinger agrees to (A) nominate, as part of its slate of six nominees for the election as directors, the number of individuals proposed by Pinnacle in writing that, in respect of such slate of six (6) director nominees, represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided that Harbinger shall be required to nominate at least two nominees proposed by Pinnacle; and (B) vote its Voting Securities to elect such Pinnacle nominees. With respect to any remaining directors that may be nominated for election as a director of the Company by the Principal Shareholders in accordance with the terms and conditions of Section 4.1(c) of the Existing Shareholders Agreement, Harbinger shall not (and shall not permit its Subsidiaries to), without first obtaining Pinnacle’s written consent (which consent shall not be unreasonably withheld or delayed), make any affirmative decision as to the eligibility or qualifications of any such nominees that may be proposed by the Principal Shareholders, provided that rejection of nominees proposed by the Principal Shareholders shall not require Pinnacle’s written consent.

Size and Composition. Harbinger and Pinnacle shall vote their respective Voting Equity Securities so that the Board shall be composed of (A) such number of directors as is set forth in Section 4.1(c) of the Existing Shareholders Agreement, of which six (6) directors shall be nominated by Harbinger and shall vote their respective Voting Equity Securities to elect such six (6) nominees and (B) no more than ten (10) directors. From and after the date of this Agreement, Harbinger agrees to (A) nominate, as part of its slate of six nominees for the election as directors, the number of individuals proposed by Pinnacle in writing that, in respect of such slate of six (6) director nominees, represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided that Harbinger shall be required to nominate at least two nominees proposed by Pinnacle; and (B) vote its Voting Equity Securities to elect such Pinnacle nominees. With respect to any remaining directors that may be nominated for election as a director of the Company by the Principal Shareholders in accordance with the terms and conditions of Section 4.1(c) of the Existing Shareholders Agreement, Harbinger shall not (and shall not permit its Subsidiaries to), without first obtaining Pinnacle’s written consent (which consent shall not be unreasonably withheld or delayed), make any affirmative decision as to the eligibility or qualifications of any such nominees that may be proposed by the Principal Shareholders, provided that rejection of nominees proposed by the Principal Shareholders shall not require Pinnacle’s written consent.

Size and Composition. Harbinger and Pinnacle shall vote their respective Voting Equity Securities so that the Board shall be composed of (A) such number of directors as is set forth in Section 4.1(c) of the Existing Shareholders Agreement, of which six (6) directors shall be nominated by Harbinger and shall vote their respective Voting Equity Securities to elect such six (6) nominees and (B) no more than ten (10) 10 directors. From and after the date of this Agreement, Harbinger agrees to (A) nominate, as part of its slate of six nominees for the election as directors, the number of individuals proposed by Pinnacle in writing that, in respect of such slate of six (6) director nominees, represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided that Harbinger shall be required to nominate at least two nominees proposed by Pinnacle; and (B) vote its Voting Equity Securities to elect such Pinnacle nominees. With respect to any remaining directors that may be nominated for election as a director of the Company by the Principal Shareholders in accordance with the terms and conditions of Section 4.1(c) of the Existing Shareholders Agreement, Harbinger shall not (and shall not permit its Subsidiaries to), without first obtaining Pinnacle’s written consent (which consent shall not be unreasonably withheld or delayed), make any affirmative decision as to the eligibility or qualifications of any such nominees that may be proposed by the Principal Shareholders, provided that rejection of nominees proposed by the Principal Shareholders shall not require Pinnacle’s written consent.