Voting Rights; Board of Directors. (a) Except as otherwise provided herein or as required by applicable law, the Holders shall be entitled to vote on all matters on which holders of Common Stock are entitled to vote, including, without limitation, the election of directors. For such purposes, each Holder shall be entitled to a number of votes in respect of the shares of Series A Preferred Stock owned by it equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock are convertible by the Holders as of the record date for the determination of stockholders entitled to vote on such matter, or if no record date is established, at the date such vote is taken or any written consent of stockholders is solicited. Except as otherwise provided herein, in any relevant agreement or as required by applicable law, the Holders and the holders of Common Stock shall vote together as a single class on all matters submitted to a vote or consent of stockholders.
(b) Notwithstanding anything to the contrary, for so long as at least 25,000 shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote of the holders of a majority of the shares of Series A Preferred Stock then outstanding:
(i) amend or propose to amend the Restated Certificate of Incorporation or by-laws or other comparable governing instruments of the Corporation or any of the Subsidiaries, or this Certificate of Designations (whether by amendment, amalgamation, merger or otherwise);
(ii) issue or authorize the issuance of any equity of the Corporation with rights on liquidation. as to dividends, on redemption, as to voting, or otherwise, senior to or pari passu with the Series A Preferred Stock, or authorize or issue any shares of Series A Preferred Stock;
(iii) dissolve or liquidate the Corporation;
(iv) purchase, redeem (other than pursuant to any equity plan outstanding as of the date of the Purchase Agreement giving the Corporation the right to repurchase stock or other securities of the Corporation at cost upon the termination of an employee's or director's services and approved by the Continuing Directors) or set aside any sums for the purchase or redemption of, or declare or pay any dividend (including a dividend payable in securities of the Corporation) or declare or pay any dividends or make any distributions of cash, property or securities of the Corporation in respect of any Common Stock or any other class of Junior Securities or any other Common Sha...
Voting Rights; Board of Directors. 2.1 The Stockholders agree to vote all shares of the Corporation’s Common Stock, $.001 par value per share (the “Common Stock”), the Preferred Stock and any other class of voting security of the Corporation (collectively, the “Shares”) now or hereafter owned or controlled by them, to set the number of directors of the Corporation at thirteen (13) and to elect as directors, on the date of this Agreement and in any subsequent election of directors of the Corporation: (a) Bachovchin; (b) seven (7) persons designated by Oikos (or by a designee of Oikos pursuant to Section 12.3 hereof); (c) three (3) persons designated by Kos; (d) one (1) person designated by Stone Life; and (e) the Chief Executive Officer of the Corporation (the “CEO”). At any time that the Corporation does not have a CEO, the associated seat on the Board of Directors shall be filled by a person designated by Bachovchin and reasonably acceptable to Oikos and Kos, which person shall have relevant industry experience and shall not, prior to such appointment, be an Affiliate of the Corporation or of any Stockholder.
2.2 Any Stockholder or Stockholders entitled to designate one or more directors pursuant to this Agreement shall furnish written notice to the other Stockholders, at least ten (10) days prior to any election of directors, of such designating Stockholder’s or Stockholders’ respective director-designee(s). In the absence of such notice, the director-designee(s) of such Stockholder or Stockholders then serving on the Board of Directors shall continue in office until their successors are duly elected and qualified. No party hereto shall vote to remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless the Stockholder or Stockholders who designated such member of the Board of Directors votes for their removal, and, in such case, all Stockholders shall likewise vote to remove such member of the Board of Directors.
2.3 Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person designated under Section 2.1 and elected to the Board of Directors shall be filled by another person designated by the Stockholder or Stockholders, as applicable, that originally designated such member of the Board of Directors. The Stockholders shall vote their respective Shares in accordance with such new designation, and any such vacancy shall not be filled in the absence of such a new designation.
2.4 In addition to the...
Voting Rights; Board of Directors. (a) Except as otherwise provided herein (including with respect to the matters set forth in Section 5 hereof) or as otherwise required by the DGCL, the Series A Preferred Stock shall have no voting rights. The Corporation shall not, however, as long as any shares of Series A Preferred Stock are outstanding, either directly or indirectly (whether by amendment, corporate action, by contract, by merger or otherwise), without the written consent of the Requisite Holders, and any such act or transaction entered into without such consent shall be null and void ab initio, and of no force or effect: (i) alter or amend this Certificate or adversely alter or change, directly or indirectly, the powers, preferences or rights given to the Series A Preferred Stock in this Certificate, (ii) enter into, or become party or subject to, any agreement that would adversely affect the rights or powers of, or any restrictions provided for the benefit of, the Series A Preferred Stock in this Certificate (for clarity, it being understood and agreed that nothing contained herein shall restrict the Corporation’s entry into any loan agreement, credit facility, instrument of indebtedness or similar agreement, whether before or after the Preference Termination Date, that does not adversely affect the rights or powers of, or any restrictions provided for the benefit of, the Series A Preferred Stock in this Certificate), (iii) amend, modify or repeal any provision of the Certificate of Incorporation of the Corporation or the Bylaws in a manner that would adversely affect or otherwise impair the rights or priority of the Holders pursuant to this Certificate relative to the holders of Common Stock or the holders of any other class of capital stock of the Corporation, (iv) increase the number of authorized shares of Series A Preferred Stock, (v) declare, pay or set aside any dividends, whether in cash or property, or make any other distribution, in which the Holders do not receive, concurrently with such dividend or distribution, the dividends or distributions to which the Holders are entitled pursuant to Section 3, (vi) consummate or consent to any Fundamental Transaction if such Fundamental Transaction will not be effected in compliance with Section 8(b); or (vii) enter into any agreement with respect to any of the foregoing. In respect of all matters for which the Holders have the right to vote, each share of Series A Preferred Stock shall be entitled to one vote on such matters.
(b) Pri...
Voting Rights; Board of Directors
