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.
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Samples: Stockholders Agreement, Stockholders' Agreement (Proteostasis Therapeutics, Inc.)
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 Original Stockholder and each other signatory hereto Investor shall vote all shares of Preferred Stock and any other shares of voting stock of the Corporation then owned (or controlled as to voting rights) by it, him it or herhim, whether by purchase, exercise of rights, warrants or options, stock dividends or otherwiseotherwise as follows:
(ia) to fix and maintain the number of directors on the Board of Directors of the Corporation at no more than eleven nine (119);
(iib) as 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(bStockholders, pursuant to Paragraph A.6(b)(iii) of Article III of the Certificate, to elect to the Board two (2) directors designated by HCV VI (each, an "HCV Director"), one of whom must be a biotechnology industry expert not affiliated with HCV or any member of the HCV Group (the "Unaffiliated HCV Director"); the HCV Director who is not the Unaffiliated HCV Director shall also serve on each committee of the Board of Directors;
(iiic) as to Series B Stockholders, pursuant to Paragraph A.6(b)(i) of Article III of the Certificate, to elect to the Board one (1) director designated by the Principal Stockholders;members of the MDS Group then holding capital stock of the Corporation (the "MDS Director"), who shall also serve on the Compensation Committee of the Board of Directors; and
(ivd) to elect to the Board one (1) director who (the "Bio Ventures Director") designated by Bio Ventures Investors Limited Partnership II ("Bio Ventures Investors") so long as Bio Ventures Investors shall be the Chief Executive Officer own at least 50% of the Corporation;
(v) to elect to Series B Preferred Shares that it owns on the Board two (2) independent directors designated by a majority date of other Board members, one of whom shall initially be Xxxxxxxxxxx X. Xxxxxthis Agreement.
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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 Investor holding Series A Holder, each Series B Holder and each other signatory hereto Preferred Shares shall vote all Series Preferred Shares and - 26 - 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:
(ia) to fix and maintain the number of directors on the Board of Directors of the Corporation at no not more than eleven seven (117);
(iib) pursuant 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(bParagraph A.6(b)(i) of Article III of the Certificate;
(iii) , to elect to the Board Board:
(i) one (1) director designated by the Principal StockholdersHCV III, HCV IV and HCV V, who shall initially be Xxxx X. Xxxxxxxxxxx;
(ii) one (1) director designated by HCV VI, who shall initially be Xxxxxx X. Xxxxx;
(iii) one (1) director designated by Rho Management Trust II;
(iv) to elect to the Board one (1) director designated by Rho Ventures IV (QP), L.P. ("Rho Management"), who shall initially be Xxxx Xxxxxxx;
(v) one (1) director designated by Xxxxxxx & Xxxxxxx Development Corporation, who shall initially be Xxxxx Xxxxx; and
(c) to elect two (2) directors designated by the Company, one of which 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 membersOfficer, and one of whom which shall initially be Xxxxxxxxxxx X. XxxxxXxxx Xxxxxxxx.
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