Voting Provisions Regarding Board of Directors. 1.1 For purposes of this Agreement, the term “Shares” shall mean and include any shares of Preferred Stock, by whatever name called, now owned or subsequently acquired by an Investor, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise, but shall expressly exclude any shares of Common Stock issued upon conversion of any Shares of the Preferred Stock.
Voting Provisions Regarding Board of Directors. 15
3.1 Size of the Board 15 3.2 Board Composition 15 3.3 Failure to Designate a Board Member 16 3.4 Removal of Board Members 16
Voting Provisions Regarding Board of Directors. 1.1 Size of the Board of Directors
Voting Provisions Regarding Board of Directors. (a) Each Stockholder agrees to vote, or cause to be voted, all Equity Securities Beneficially Owned by such Stockholder from time to time and at all times as shall be necessary to ensure that the size of the Board of Directors shall be set at a number of directors to be determined from time to time by the Electrum Group Holders.
(b) Each Stockholder agrees to vote, or cause to be voted, all Equity Securities Beneficially Owned by such Stockholder from time to time and at all times in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following individuals shall be elected to the Board of Directors:
(i) for so long as Liberty continues to Beneficially Own at least five percent of the Company’s outstanding Common Stock (as adjusted for stock splits, dividends, recapitalizations and the like), at least one individual designated by Liberty (who shall be reasonably acceptable to the Company), which individual shall initially be Xxxxx Xxxxxxx; provided, however, that, for so long as Liberty continues to Beneficially Own at least five percent of the Company’s outstanding Common Stock (as adjusted for stock splits, dividends, recapitalizations and the like), in the event there are more than nine members of the Board of Directors, Liberty shall be entitled to designate one or more additional directors (who shall be reasonably acceptable to the Company), if necessary, in order to ensure that the percentage of Liberty designees serving on the Board of Directors most closely approximates the percentage of ownership of the Company’s outstanding Common Stock (as adjusted for stock splits, dividends, recapitalizations and the like) that Liberty Beneficially Owns at such time; and
(ii) the remainder of the Board of Directors shall be designated by the Electrum Group Holders.
(c) In the absence of any designation from any Stockholder with the right to designate a director as specified in Section 2.02(b), the director previously designated by such Stockholder and then serving shall be reelected if still eligible to serve as provided in this Agreement.
(d) Each Stockholder agrees to vote, or cause to be voted, all Equity Securities Beneficially Owned by such Stockholder, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
(i) no director elected pursuant to Section 2.02(b) or Section...
Voting Provisions Regarding Board of Directors. (a) Shareholders and Investor agree to vote, or cause to be voted, all Company common stock (the "Common Stock") or Company preferred stock that votes along with the Common Stock owned or beneficially held by Shareholders (the "Preferred Stock"), Investor, and their respective Affiliates, or over which the Shareholders, Investor or any of their respective Affiliates has voting control, from time to time and at all times, at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, to re-elect Mxxx Xxxxxx to the Board of Directors, or if such director is unwilling or unable to stand for election, such other director nominee as Investor designates.
(b) Shareholders and Investor agree to execute any written consents required to perform the obligations of Section 2 of this Agreement, and each party agrees at the request of any party entitled to elect directors to use their reasonable best efforts to call a special meeting of shareholders for the purpose of electing directors.
(c) Neither Shareholders, Investor, nor any of their respective Affiliates, shall have any liability (i) as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a member of the Board, or (ii) as a result of voting for any such designee in accordance with the provisions of this Agreement.
Voting Provisions Regarding Board of Directors. 1.1 For purposes of this Agreement, the term “Shares” shall mean and include (i) any shares of Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise; and (ii) any shares of Common Stock issued upon conversion of any Shares of the Preferred Stock, including, without limitation, the shares of Common Stock issued in connection with the conversion of the Preferred Stock by the Prior Investors as a condition to the issuance of Common Stock to the Purchaser pursuant to the Purchase Agreement.
Voting Provisions Regarding Board of Directors. Each Stockholder agrees to vote, or cause to be voted, at least fifty percent (50%) of all Common Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times (such percentage of Common Stock, the “Designated Voting Stock”), for the election of Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxx and Xxxxxxx XxXxxx to the Board at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders in which an election of directors is made.
Voting Provisions Regarding Board of Directors. VOTE TO INCREASE AUTHORIZED COMMON STOCK 3. REMEDIES 4. TERM 5. MISCELLANEOUS SCHEDULE 1 INVESTORS SCHEDULE 2 KEY SHAREHOLDERS SCHEDULE 3 ADOPTION AGREEMENT
Voting Provisions Regarding Board of Directors
