Subsidiary Governance. The Company and each Shareholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2. Each Shareholder agrees to vote its Ordinary Shares and to cause the members of the Board nominated by the Institutional Shareholders, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 in respect of any Subsidiary of the Company.
Appears in 3 contracts
Samples: Shareholders Agreement (SMART Modular Technologies (WWH), Inc.), Shareholders Agreement (SMART Modular Technologies (WWH), Inc.), Shareholders Agreement (SMART Modular Technologies (WWH), Inc.)
Subsidiary Governance. The Company and each Shareholder Stockholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 hereof and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2. Each Shareholder Stockholder agrees to vote its Ordinary Common Shares and to cause its representatives on the members of the Board nominated by the Institutional ShareholdersBoard, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 2.06 in respect of any Subsidiary of the Company.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Leonid & Inna Mezhvinsky as Trustees of the Revocable Trust Agreement of Leonid Mezhvinsky & Inna Mezhvinsky, Dated April 26, 1988), Stockholders' Agreement (Ultra Clean Holdings Inc)
Subsidiary Governance. The Company and each Core Shareholder agree agrees that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the those individuals selected by each director who are is then serving as directors on the Board in accordance with Section 2.01, with each director entitled to select one director for each Subsidiary (it being understood that more than one director may select the same Subsidiary director) and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2. Each Core Shareholder agrees to vote its Ordinary Shares Company Securities and to cause its representatives on the members of the Board nominated by the Institutional ShareholdersBoard, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 2.09 in respect of any Subsidiary of the Company.
Appears in 2 contracts
Samples: Securityholders' Agreement, Securityholders’ Agreement (MagnaChip Semiconductor CORP)
Subsidiary Governance. The Company and each Shareholder Stockholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 hereof and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2, including paragraph Section 2.04(d) of Section 2.04 hereof. Each Shareholder Stockholder agrees to vote its Ordinary Common Shares and to cause its representatives on the members of the Board nominated by the Institutional ShareholdersBoard, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 2.06 in respect of any Subsidiary of the Company.
Appears in 1 contract
Subsidiary Governance. The Company and each Shareholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 hereof and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2, including paragraph Section 2.04(d) of Section 2.04 hereof. Each Shareholder agrees to vote its Ordinary Shares and to cause its representatives on the members of the Board nominated by the Institutional ShareholdersBoard, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 2.06 in respect of any Subsidiary of the Company.
Appears in 1 contract
Samples: Shareholder Agreement (SMART Modular Technologies (DE), Inc.)
Subsidiary Governance. The Company and each Shareholder Securityholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the those individuals selected by each director who are is then serving as directors on the Board in accordance with Section 2.01, with each director entitled to select one director for each Subsidiary (it being understood that more than one director may select the same Subsidiary director) and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2. Each Shareholder Securityholder agrees to vote its Ordinary Shares Eligible Securities and to cause its representatives on the members of the Board nominated by the Institutional ShareholdersBoard, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 2.09 in respect of any Subsidiary of the Company.
Appears in 1 contract
Samples: Securityholders’ Agreement (MagnaChip Semiconductor LTD (United Kingdom))