Voting Covenants. (a) The Company and the Shareholders agree to take all actions necessary to cause the Board of Directors of the Company to consist at all times of eleven directors (subject to the rights of any holders of Preferred Stock of the Company to elect directors in the event of a dividend arrearage). The nominees to the Board of Directors shall be determined in the following manner: the Shareholders (other than RHI) shall nominate seven (7) members and RHI shall nominate four (4) mem- bers; provided, that so long as Xxx X. Xxxxx shall be the Pres- ident of the Company, the Shareholders and the Company will take all actions necessary to elect Xx. Xxxxx as a member of the Board of Directors and during such time as Xx. Xxxxx is the President and a Director RHI shall only be entitled to nominate three (3) members. In the event that any Shareholder reason- ably objects to the nomination of any particular person or per- sons as a director, the Shareholder who nominated such person or persons shall withdraw such nomination and nominate another person or persons in replacement thereof.
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Samples: Indemnification Agreement (Rhi Holdings Inc), Indemnification Agreement (Fairchild Industries Inc /De/), Indemnification Agreement (Fairchild Corp)
Voting Covenants. (a) The Company and the Shareholders agree to take all actions necessary to cause the Board of Directors of the Company to consist at all times of eleven directors (subject to the rights of any holders of Preferred Stock of the Company to elect directors in the event of a dividend arrearage). The nominees to the Board of Directors shall be determined in the following manner: the Shareholders (other than RHI) shall nominate seven (7) members and RHI shall nominate four (4) mem- bersmembers; provided, that so long as Xxx X. Xxxxx Mel D. Borer shall be the Pres- ident President of the Company, the Shareholders and the Company xxx xxx Xxxpany will take all actions necessary to elect Xx. Xxxxx Mr. Borer as a member of the Board of Directors and during such time as timx xx Xx. Xxxxx Borer is the President and a Director RHI shall only be entitled to nominate entitlex xx xxxinate three (3) members. In the event that any Shareholder reason- ably reasonably objects to the nomination of any particular person or per- sons persons as a director, the Shareholder who nominated such person or persons shall withdraw such nomination and nominate another person or persons in replacement thereof.
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