Voting for Directors. At the first annual meeting of the Stockholders of the Corporation after the Stage I Closing, and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise:
(a) to fix and maintain the number of directors on the Board at seven (7);
(b) to the extent entitled under the Certificate as in effect as of the date of this Agreement, to elect as Directors of the Corporation on the date hereof and in any subsequent election of Directors the following individuals:
(i) in the case of the two (2) directors to be elected by the holders of Series A-1 Preferred Stock under the Certificate, two (2) individuals to be designated by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock (the “Series A-1 Directors”), who shall initially be Xxxxxxx Xxxxxxx and Xxxxxx Muenchbach.
(ii) in the case of the one (1) director to be elected by the G3 Holders (as defined in the Certificate), one (1) director to be designated by the affirmative vote or written consent of those G3 Holders holding a majority of the shares held by the G3 Holders (the “Specified Preferred Director”), who shall initially be Xxxxxxxx Xxxxxxx, provided, however, that in order to be eligible to vote or consent with respect to the designation of an individual as a nominee for election as the Specified Preferred Director, a G3 Holder together with members of such G3 Holders’ Group must hold greater than twenty percent (20%) of the Preferred Stock purchased under the Series A-1 Stock Purchase Agreement by such G3 Holder and members of such G3 Holders’ Group;
(iii) in the case of the one (1) director to be elected by MPM, one (1) director to be designated by the affirmative vote or written consent of MPM, provided that such director be an individual with particular expertise in the development of pharmaceutical products, as reasonably determined by MPM, if any (the “Industry Expert Director” and togeth...
Voting for Directors. (i) With respect to the election of members of the Board of Directors, so long as any shares of Series B Preferred Stock remain outstanding, a majority of the members of the Board of Directors shall be elected by the holders of a majority of the outstanding Shares of Series B Preferred Stock, voting as a separate class (the “Series B Preferred Directors”). All remaining member(s) of the Board of Directors shall be elected by the holders of a majority of the outstanding Shares of Preferred Shares and Common Shares, voting together as a single class.
(ii) A Series B Preferred Director may be removed from the Board of Directors, either with or without cause, only by the affirmative vote of the holders of a majority of the outstanding Shares of Series B Preferred Stock, voting as a separate class.
(iii) If a vacancy on the Board of Directors is to be filled by the Board of Directors, only a director or directors elected by the same class of stockholders as those who would be entitled to vote to fill such vacancy, if any, shall vote to fill such vacancy. If there are no such directors, such vacancy shall be filled by the affirmative vote of the holders of a majority of the shares of that same class or classes of stockholders as those who would be entitled to vote to fill such vacancy.
Voting for Directors. Each of the Stockholders severally covenants and agrees that such Stockholder shall vote all shares of the Company Securities owned or controlled by such Stockholder and over which such Stockholder has voting control, as of the record date of any action of the stockholders of the Company, and shall take all other necessary actions and actions reasonably requested by any other Stockholder within such Stockholder's control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents or resolutions in lieu of meetings), so that the Company Nominees and the Aquiror Nominees shall be elected to the Company Board.
Voting for Directors. At the first annual meeting of the Stockholders of the Corporation after the Initial Closing (as defined in the Stock Purchase Agreement), and thereafter at each annual meeting and each special meeting of the Stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which Stockholders of the Corporation shall have the right to, or shall, vote or consent to the election of directors, then, in each such event, each Stockholder shall vote all shares of Preferred Stock, Common Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise:
Voting for Directors. Except as provided in Section 2.11, above, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present In this Section 2.12, “plurality” means that the individuals with the largest number of votes are elected as directors up to the maximum number of directors to be chosen at the election. Votes cast against a candidate are not given legal effect and are not counted as votes cast in an election of directors.
Voting for Directors. At each annual meeting of the stockholders of the Corporation and at each special meeting of the stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which stockholders of the Corporation shall have the right to, or shall, vote for or consent to the election of directors, then, in each such event, each Common Stockholder, each Series A Holder, each Series B Holder and each other signatory hereto shall vote all shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him or her, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwise:
(i) to fix and maintain the number of directors on the Board at no more than eleven (11);
(ii) to elect to the Board six (6) directors designated as follows:
(A) one person designated by HCV Group;
(B) one person designated by Fidelity Group;
(C) one person designated by Genzyme Corporation;
(D) one person designated by New Enterprise Associates 12, Limited Partnership;
(E) one person designated by Novartis BioVentures Ltd.; and
(F) one person designated by Elan. each of which directors identified in this clause (ii) being the Series A Directors as defined in Section A.6(b) of Article III of the Certificate;
(iii) to elect to the Board one (1) director designated by the Principal Stockholders;
(iv) to elect to the Board one (1) director who shall be the Chief Executive Officer of the Corporation;
(v) to elect to the Board two (2) independent directors designated by a majority of other Board members, one of whom shall initially be Xxxxxxxxxxx X. Xxxxx.
Voting for Directors. At each annual meeting of the stockholders of the Corporation and at each special meeting of the stockholders of the Corporation called for the purposes of electing directors of the Corporation, and at any time at which stockholders of the Corporation shall have the right to, or shall, vote for or consent to the election of directors, then,
Voting for Directors. The Grantee hereby acknowledges that the Shares shall be subject to the voting requirements set forth in Section 5 of the Stockholders Agreement.
Voting for Directors. During the term of this Agreement, (i) there shall be seven directors of the Company and (ii) at each meeting of the Stockholders of the Company for the election of directors, the Stockholders shall vote all Voting Shares held by them for the election of the seven persons nominated pursuant to Section 10(b).
Voting for Directors. For so long as the Principal Stockholder and the Fund own, in the aggregate, at least 11% of the outstanding shares of Common Stock, each of the Principal Stockholder and the Fund agrees that it shall vote (and shall cause each of its Affiliates owning, directly or indirectly, any shares of Common Stock to vote) all the shares of Common Stock owned directly or indirectly by it or such Affiliate in favor of all the persons nominated by the Board in accordance with the Amended By-Laws; provided this Section 2.4 shall terminate upon the tenth anniversary of the Effective Date.
