Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICo:
(a) Five (5) persons, (i) three of whom shall at all times be “independent directors,” within the meaning of the NASDAQ rules, and (ii) all of whom shall be designees of BVICo; with one of such designees to stand for election in 2009 (“Class A Directors”), who shall initially be Maotong Xu and who will be an “independent director”; one of such designees to stand for election in 2010 (“Class B Directors”), who shall initially be Xxxx Xxxx Xxxxx and who will be an “independent director,” and three of such designees, to stand for election in 2011 (“Class C Directors”), who shall initially be Xxxxxxxx Xx, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will be an “independent director” (collectively, the “BVICo Directors”); and
(b) Xxxxx Xxxxxxx, who shall be elected as a Class B Director, and X.X. Xxxxx or another person who shall be designated by Xx. Xxxxxxx and, who, shall, at all times, be an independent director and shall be elected as a Class A Director (the “COAC Directors” and, together with the BVICo Directors, the “Director Designees”). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Shares, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.
Vote in Favor of the Directors. During the term of this Agreement, the undersigned agrees to vote all of the Shares owned by the undersigned (or with respect to which the undersigned has the power to vote) on the record date applicable to any vote for the election of directors of RAM, for the directors recommended by RAM's Board of Directors.
Vote in Favor of the Directors. During the period commencing on the date hereof and terminating one year thereafter, each Shareholder, in its capacity as a Shareholder of Chiste (or successor), agrees to vote (or cause to be voted) all Shares directly or indirectly owned by the Shareholder or over which the Shareholder has the beneficial ownership or the right to vote and all Shares which such Shareholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any meeting of the Shareholders of Chiste, and in any action by written consent of the Shareholders of Chiste, in favor of the election of the Director Designees, as defined herein, to the Board of Directors of Chiste and will not vote (or cause to be voted) for the removal of the Director Designees from the Board of Directors. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and Chiste's governing documents, but with respect to the Director Designee nominated by KRM Fund pursuant to Section 1.04 (c), in the event such Director Designee is removed as a director of the Company, KRM Fund shall have the right to designate and nominate such removed director's replacement.
Vote in Favor of the Directors. During the period commencing on the date hereof and terminating one year thereafter, each Stockholder, in its capacity as a Stockholder of MPLC (or successor), agrees to vote (or cause to be voted) all Stock directly or indirectly owned by the Stockholder or over which the Stockholder has the beneficial ownership or the right to vote and all Stock which such Stockholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any meeting of the Stockholders of MPLC, and in any action by written consent of the Stockholders of MPLC, in favor of the election of one person designated by Xxxxxx (the “Xxxxxx Designee”) to the Board of Directors of MPLC and will not vote (or cause to be voted) for the removal of the Xxxxxx Designee from the Board of Directors. Notwithstanding the foregoing, the Xxxxxx Designee may be removed from the Board of Directors in the manner allowed by law and MPLC’s governing documents, but in the event such Xxxxxx Designee is removed as a director of the Company, Xxxxxx shall have the right to designate and nominate such removed director's replacement.
Vote in Favor of the Directors. During the period commencing on the date hereof and terminating on the Preferred Conversion Date, each Shareholder, in its capacity as a shareholder of the Company (or successor), agrees to vote (or cause to be voted) all Shares directly or indirectly owned by the Shareholder or over which the Shareholder has the beneficial ownership or the right to vote and all Shares which such Shareholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any meeting of the Shareholders of the Company, and in any action by written consent of the Shareholders of the Company, in favor of the election of the Director Designees, as defined herein, to the Board of Directors of the Company and will not vote (or cause to be voted) for (i) the removal or failure to re-elect of the Director Designees from the Board of Directors or (ii) the appointment or election of additional directors to the Board of Directors such that the Director Designees no longer constitute a majority of the outstanding Board of Director members or (iii) any other shareholder action which has the effect of causing the Director Designees not to serve on the Board of Directors or to no longer constitute a majority of the outstanding Board members without Exfair’s written consent. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and the Company’s governing documents, but with respect to the Director Designees pursuant to Section 1.03, in the event such Director Designee is removed as a director of the Company, Exfair shall have the right to approve the designation and nomination of such removed director's replacement.
Vote in Favor of the Directors. During the period commencing on the date hereof and terminating one year thereafter, each Shareholder, in its capacity as a Shareholder of Purezza (or successor), agrees to vote (or cause to be voted) all Shares directly or indirectly owned by the Shareholder or over which the Shareholder has the beneficial ownership or the right to vote and all Shares which such Shareholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any meeting of the Shareholders of Purezza, and in any action by written consent of the Shareholders of Purezza, in favor of the election of the Director Designees, as defined herein, to the Board of Directors of Purezza and will not vote (or cause to be voted) for the removal of the Director Designees from the Board of Directors. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and Purezza’s governing documents, but with respect to the Director Designee pursuant to Section 1.03 (b), in the event such Director Designee is removed as a director of the Company, KRM Fund shall have the right to approve the designation and nomination such removed director's replacement.
Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the Shares of Victory Common Stock he, she or it now beneficially owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of Victory, each person referred to as a “Director Designee”: four (4) persons who shall be the designees of VantagePoint, at least three of whom shall be “independent” within the meaning of the corporate governance standards of NYSE Amex (or such other national securities exchange upon which Victory’s common stock is then listed), with one (1) of such designees to stand for election in 2011 (“Class B Directors”), who shall initially be [—]; and three (3) of such designees to stand for election in 2012 (“Class C Directors”) who shall initially be [—], [—] and [—].
Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the Shares of Parent Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of Parent:
(a) Three (3) persons, all of whom shall stand for election in 2007 (‘‘Class A Directors’’) and who shall at all times be ‘‘independent directors’’ within the meaning of the Nasdaq rules, of whom (i) one shall be a designee of the Target Group, who shall initially be , (ii) one shall be a designee of the Founders Group, who shall initially be , and (iii) one shall be mutually designated by the Target Group and the Founders Group, who shall initially be ;
(b) Two (2) persons, all of whom shall stand for election in 2008 (‘‘Class B Directors’’) and who shall at all times be ‘‘independent directors’’ within the meaning of the Nasdaq rules, of
Vote in Favor of the Directors. At the next annual meeting of Parent, each Stockholder agrees to vote the Parent Shares he, she or it now owns, or will hereafter acquire prior to such meeting, for so long as such Stockholder owns such Parent Shares, in favor of the election and re-election of the following persons (the “Director Designees”) as directors of Parent to serve on the Parent board of directors (the “Board of Directors”):
(a) Xxxx X. Xxxxxxxxx, M.D.,
(b) Xxxxxx X. Xxxxxx,
(c) Xxxxx X. Xxxxxxxx, M.D.,
(d) Xxxxxx Xxxxxxxx, Ph.D.,
(e) Xxxxxxxx Xxxxxxxx, Ph.D.
(f) Xxxxx X. Xxxxxxx, and
(g) Xxxx X. Xxxxxxx, M.D., Ph.D. provided that, at all times a majority of the Board of Directors must consist of “independent directors” within the meaning of the American Stock Exchange rules and applicable SEC rules.
Vote in Favor of the Directors. During the period commencing on the date hereof and terminating one year thereafter, each Shareholder, in its capacity as a Shareholder of Cyber (or successor), agrees to vote (or cause to be voted) all Shares directly or indirectly owned by the Shareholder or over which the Shareholder has the beneficial ownership or the right to vote and all Shares which such Shareholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any meeting of the Shareholders of Cyber, and in any action by written consent of the Shareholders of Cyber, in favor of the election of the Director Designees, as defined herein, to the Board of Directors of Cyber and will not vote (or cause to be voted) for the removal of the Director Designees from the Board of Directors. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and Cyber’ governing documents, but with respect to the Director Designee pursuant to Section 1.03 (c), in the event such Director Designee is removed as a director of the Company, KI Equity shall have the right to approve the designation and nomination such removed director's replacement.
