Voting for the Election of Directors. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Stockholder agrees to vote (in person, by proxy or by action by written consent, as applicable) with respect to all Shares so as to elect the members of the Board of Directors designated in writing by the Proxyholder. At any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be removed, or whenever members of the Board of Directors are to be removed by written consent, the Stockholder agrees to vote or act with respect to his Shares so as to remove any director designated in writing by Proxyholder. Notwithstanding the foregoing or anything to the contrary contained herein, to the extent that Stockholder and Proxyholder are both parties (or become parties) to the Voting Agreement between the Company, certain stockholders and investors of the Company, dated as of April 29, 2005, as amended from time to time (the “Investor Voting Agreement”), Stockholder agrees to continue to be bound by the Investor Voting Agreement and, to the extent that any provisions of this Agreement conflict with the provisions of the Investor Voting Agreement regarding the election or removal of directors (the “Director Provisions”), the Director Provisions (including without limitation any proxies given with respect thereto) shall govern the election and removal of directors under this Agreement. Proxyholder agrees to continue to be bound by the Investor Voting Agreement and shall vote (to the extent Proxyholder holds a proxy) and otherwise act with respect to any Shares as and if required under the Investor Voting Agreement.
Voting for the Election of Directors. The number of directors shall be seven (7) and the Board of Directors shall be elected as follows:
Voting for the Election of Directors. (i) For so long as (A) the holders of the Series A Preferred Stock; (B) the holders of the Series B Preferred Stock; or (C) the holders of the Series C Preferred Stock hold as a separate class of Preferred Stock not less than five percent (5%) of the outstanding equity securities of the Corporation, determined on an as-converted and fully-diluted basis (including for this purpose all shares of outstanding capital stock of the Corporation, all warrants and all outstanding options to purchase capital stock of the Company) (each, a "Qualifying Class"), then such Qualifying Class, voting as a separate class of Preferred Stock, shall be entitled to elect one (1) director of the Corporation at each annual election of directors, and to appoint any successor thereto or replacement therefor, or to fill any vacancy created by the removal or resignation of such director, all in such manner as is provided for by and consistent with the General Corporation Law of the State of Delaware.
Voting for the Election of Directors. As long as at least 1,000,000 shares of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock remain outstanding (as adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like), the holders of such shares of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (voting as a single class on an as-converted basis) shall be entitled to elect six (6) directors of this Corporation at each annual election of directors. The holders of the Common Stock (voting as a separate class) shall be entitled to elect one (1) director of this Corporation at each annual election of directors. The remaining members of the Company’s Board of Directors shall be elected by a majority of the holders of the outstanding Common Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (voting together as a single class on an as-converted basis). In the case of any vacancy (other than a vacancy caused by removal) in the office of a director occurring among the directors elected by the holders of a class or series of stock pursuant to this Section 5(b), the remaining directors so elected by that class or series may by affirmative vote (or consent in lieu thereof) of a majority thereof (or the remaining director so elected if there be but one, or if there are no such directors remaining, by the affirmative vote, or consent in lieu thereof, of the holders of a majority of the shares of that class or series), elect a successor or successors to hold office for the unexpired term of the director or directors whose place or places shall be vacant. Any director who shall have been elected by the holders of a class or series of stock or by any directors so elected, as provided in the immediately preceding sentence hereof, may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative vote (or consent in lieu thereof) of the holders of a majority of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to consent in lieu thereof.
Voting for the Election of Directors. As long as at least 10,000 shares of Series A Preferred Stock remain outstanding, the holders of such shares of Series A Preferred Stock (voting as a separate class) shall be entitled to elect one (1) director of the Company at any election of directors.
Voting for the Election of Directors. Each of the Stockholders agrees, during the term of this Agreement and any extensions thereof, to hold all of the shares of Common Stock registered in their respective names (and any securities of the Company issued with respect to, or in exchange or substitution therefor or upon conversion thereof) subject to, and to vote such Common Stock in accordance with, the provisions of this Agreement in connection with the election of directors.
Voting for the Election of Directors. (a) Until the earlier of (i) the date on which less than one hundred (100) shares of Series A Preferred Stock remain outstanding and (ii) [insert date two years following closing], the holders of shares of Series A Preferred Stock shall be entitled to elect a number of directors of this Corporation at any election of directors (each, a “Series A Director”), as follows:
Voting for the Election of Directors. (i) For so long as the Preferred Shares outstanding represent on a fully converted basis (as adjusted for any share splits, share dividends and the like), five percent (5%) or more of the Company’s outstanding Ordinary Shares, including for this purpose any Ordinary Shares issuable pursuant to any exercisable or convertible securities, options, warrants or other rights, the holders of a majority of the then outstanding Preferred Shares shall be entitled to elect one (1) director of the Company (the “Preferred Shares Director”) and for the avoidance of doubt, the holders of Ordinary Shares shall not be entitled to vote in the election of the Preferred Shares Director at any election. The holders of Preferred Shares and Ordinary Shares (voting together as a single class and on an as-converted basis) shall be entitled to elect any remaining directors of the Company at any election of directors.
Voting for the Election of Directors. All directors shall be elected by the holders of Preferred and Common, voting together as a single class.
Voting for the Election of Directors. (i) For so long as (A) the holders of the Series A Preferred Stock; or (B) the holders of the Series B Preferred Stock; hold as a separate class of Preferred Stock not less than five percent (5%) of the outstanding equity securities of the Corporation, determined on an as-converted and fully-diluted basis (including for this purpose all shares of outstanding capital stock of the Corporation, all warrants and all outstanding options to purchase capital stock of the Company) (each, a "Qualifying Class"), then such Qualifying Class, voting as a separate class of Preferred Stock, shall be entitled to elect one (1) director of the Corporation at each annual election of directors, and to appoint any successor thereto or replacement therefor, or to fill any vacancy created by the removal or resignation of such director, all in such manner as is provided for by and consistent with the General Corporation Law of the State of Delaware.
