Voting; Board Composition Sample Clauses
Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (the “Voting Shares”), or to cause such Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stock...
Voting; Board Composition. Subject to the rights of the Stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Holder agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all Company Stock now or hereafter directly or indirectly owned of record or beneficially by such Holder, or to cause such shares of Company Stock to be voted, in such manner as may be necessary under the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended, or amended and restated, hereafter (the “Restated Certificate”) to elect and maintain in office as members of the Company’s Board of Directors (the “Board”), the following seven (7) individuals:
(a) One (1) individual designated from time to time in a writing delivered to the Company and signed by Bay Partners XI, L.P. or any affiliated fund (collectively, “Bay”) (the “Series E Designee”);
(b) One (1) individual designated from time to time in a writing delivered to the Company and signed by Madrone Partners, L.P. or any affiliated fund (collectively, “Madrone”) (the “Series D Designee”);
(c) One (1) individual designated from time to time in a writing delivered to the Company and signed by RockPort Capital Partners II, L.P. or any affiliated fund (collectively, “Rockport”) (the “Series C Designee”);
(d) One (1) individual designated from time to time in a writing delivered to the Company and signed by ThirdPoint LLC or any affiliated fund (the “Series B Designee”);
(e) Two (2) individuals designated from time to time in a writing delivered to the Company and signed by Stockholders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Stockholders (the “Stockholders’ Designees”), provided that one of the Stockholders’ Designees shall always be the Company’s then-current Chief Executive Officer; and
(f) One (1) individual designated by unanimous agreement of the other directors then serving (the “Independent Director”). For purposes of this Agreement: (i) any individual who is designated for election to the Board pursuant to the foregoing provisions of this Section 2.1 is referred to below as a “Board Designee”; and (ii) any individual, entity, or group of individuals and/or entities who has the right to designate one (1) or more Bo...
Voting; Board Composition. During the term of this Agreement, each Shareholder agrees to vote all shares of capital stock of the Company now or hereafter directly or indirectly owned (of record or beneficially) by such Shareholder, in such manner as may be necessary to elect (and maintain in office) a five-person Board of Directors (the “Board”) consisting of, in part, two (2) individuals designated from time to time in a writing delivered to the Company and signed by NESC (the “NESC Designees”).
Voting; Board Composition. During the term of this Agreement, each Shareholder agrees to vote all shares of Series E Preferred Stock of the Company now or hereafter directly or indirectly owned (of record or beneficially) by such Shareholder, in such manner as may be necessary to elect (and maintain in office) as a member of the Company's Board of Directors, one individual designated by RRE from time to time in a writing delivered to the Company and signed by RRE (the "RRE DESIGNEE") and one individual designated by AmEx from time to time in a writing delivered to the Company and signed by AmEx (the "AMEX DESIGNEE");
Voting; Board Composition. (a) Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Stockholder agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) Voting Securities, or to cause such shares Voting Securities to be voted, in such manner as may be necessary to elect (and maintain in office) as a member of the Board each of the following five (5) individuals (each, a “Board Designee” and together, the “Board Designees”):
(1) one (1) “Accion Designee” designated by Accion, which shall initially be P▇▇▇ ▇▇▇▇▇▇▇, for so long as Accion and its Affiliates continue to own beneficially at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Shares), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, as one of the two directors that the Company’s Restated Certificate provides is to be elected by the holders of shares of the Company’s Series Seed Preferred Stock, voting as a separate class (each, a “Series Seed Director” and together the “Series Seed Directors”);
Voting; Board Composition. During the term of this Agreement, each Signing Stockholder agrees to vote all shares of capital stock of the Company (the "STOCK") now or hereafter directly or indirectly owned (of record or beneficially) by such Signing Stockholder, in such manner as may be necessary to elect (and maintain in office) the members of the Company's Board of Directors, as follows:
(a) one (1) member of the Board of Directors shall be the Chief Executive Officer of the Company (the "CEO");
(b) one (1) member of the Board of Directors shall be Carl Patrick, Jr., provided that (i) Carl Patrick, Jr. continues ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ -------- ▇▇.▇▇% ▇▇ ▇▇e shares of Stock that he owns as of the date hereof, (ii) Michael W. Patrick is CEO, and (iii) Michael W. Patrick does not req▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ck, Jr.'s removal f▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇irectors;
(▇) ▇▇▇▇▇ (3) members of the Board of Directors shall be designated from time to time in a writing delivered to the Company and signed by Jordan/Zalaznick Advisers, Inc. ("JORDAN/ZALAZNICK"), provided that at least one of such designees shall be an independent director, which shall be defined as anyone who is not a holder of 5% or more of the capital stock of the Company or an Affiliate (as defined below) of such holder or an officer or employee of the Company (an "INDEPENDENT DIRECTOR"); provided, further, that for purposes of Jordan/Zalaznick designating any Board Designee (as defined below) pursuant to this Agreement, Affiliates of Leucadia National Corporation shall be deemed an Independent Director;
(d) four (4) members of the Board of Directors shall be designated from time to time in a writing delivered to the Company and signed by The GS Capital Partners III, L.P. ("GOLDMAN SACHS"), provided that at least one of such designees sha▇▇ ▇▇ ▇n ▇▇▇▇pendent Director; and
(e) one (1) member of the Board of Directors, who shall be an Independent Director, shall be designated from time to time in a writing delivered to the Company and signed by the CEO and approved by a majority of the members of the Board of Directors; and For purposes of this Agreement: (i) any individual who is designated for election to the Company's Board of Directors pursuant to the foregoing provisions of this Section 1.1 is hereinafter referred to as a "BOARD DESIGNEE"; (ii) any individual, entity, or group of individuals and/or entities who has the right to designate one (1) or more Board Designees for election to the Company's Board of Directors pursuant to the foregoing provis...
Voting; Board Composition. During the term of this Agreement, ------------------------- each Holder agrees to vote all shares of capital stock of the Company now or hereafter directly or indirectly owned (of record or beneficially) by such Holder, in such manner as may be necessary to elect (and maintain in office) as members of the Company's Board of Directors, the following three (3) individuals:
(a) one (1) individual who at the time in question, is the Company's Chief Executive Officer (the "CEO"); provided, however, that if at any --- time that there is a vacancy in the CEO position, such individual shall be the Company's Vice President and General Manager or other position of similar responsibility;
(b) one (1) individual designated from time to time in a writing delivered to the Company and signed by the holders of a majority in interest of the Series B Preferred Stock (the "Asymetrix Designee"); and ------------------
(c) one (1) individual designated from time to time in a writing delivered to the Company and signed by the holders of a majority in interest of the Series A Preferred Stock (the "Vulcan Designee"). --------------- For purposes of this Agreement: (i) any individual who is designated for election to the Company's Board of Directors pursuant to the foregoing provisions of this Section 2.1 is hereinafter referred to as a "Board Designee"; and (ii) any individual, entity, or group of individuals -------------- and/or entities who has the right to designate one or more Board Designees for election to the Company's Board of Directors pursuant to the foregoing provisions of this Section 2.1 is hereinafter referred to as a "Designator" or ---------- as "Designators", as applicable. ----------
Voting; Board Composition. (a) Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Stockholder agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) Voting Securities, or to cause such shares Voting Securities to be voted, in such manner as may be necessary to elect (and maintain in office) as a member of the Board each of the following five (5) individuals (each, a “Board Designee” and together, the “Board Designees”):
(1) one (1) “Accion Designee” designated by Accion, which shall initially be P▇▇▇ ▇▇▇▇▇▇▇, for so long as Accion and its Affiliates continue to own beneficially at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Shares), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, as one of the two directors that the Company’s Restated Certificate provides is to be elected by the holders of shares of the Company’s Series Seed Preferred Stock, voting as a separate class (each, a “Series Seed Director” and together the “Series Seed Directors”);
Voting; Board Composition. During the term of this Agreement, ------------------------- each Holder agrees to vote all shares of capital stock of the Company now or hereafter directly or indirectly owned (of record or beneficially) by such Holder, in such manner as may be necessary to elect (and maintain in office) as members of the Company's Board of Directors, the following three (3) individuals:
(a) one (1) individual who at the time in question, is the Company's Chief Executive Officer (the "CEO"); provided, however, that if at any --- time that there is a vacancy in the CEO position, such individual shall be the Company's Vice President and General Manager or other position of similar responsibility;
(b) one (1) individual designated from time to time in a writing delivered to the Company and signed by the holders of a majority in interest of the Series B Preferred Stock (the "Asymetrix Designee"); and ------------------
(c) one (1) individual designated from time to time in a writing delivered to the Company and signed by the holders of a majority in interest of the Series A Preferred Stock (the "Vulcan Designee"). --------------- For purposes of this Agreement: (i) any individual who is designated for election to the Company's Board of Directors pursuant to the foregoing provisions of this Section 2.1 is hereinafter referred to as a "Board Designee"; and (ii) any individual, entity, or group of individuals -------------- and/or entities who has the right to designate one or more Board Designees for election to the Company's Board of Directors pursuant to the foregoing provisions of this Section 2.1 is hereinafter referred to as a "Designator" or ---------- as "Designators", as applicable. ----------