Common use of Board Composition Requirements Clause in Contracts

Board Composition Requirements. The parties hereto intend that SOFTBANK shall have the right to designate (i) a number of members of the Company's Board of Directors equal to the product of (A) the total number of authorized directors and (B) the aggregate Proportionate Share (as defined in the Purchase Agreement) of the Purchaser and the SOFTBANK Entities (as defined in the Purchase Agreement) on the Company's Board of Directors, rounded up to the nearest whole number, but not to exceed two directors (the "Board Composition Requirement"), and (ii) so long as the Purchaser and the SOFTBANK Entities collectively own 50% or more of the Shares theretofore purchased hereunder, the Purchaser shall have the right to designate one director to be a member of each committee of the Company's Board of Directors. At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, the Principal Stockholder shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of a slate of directors meeting the Board Composition Requirement and nominated as contemplated by Section 3.2 hereof and against any slate of directors that does not satisfy the Board Composition Requirements or the nomination procedures contemplated by Section 3.2.

Board Composition Requirements. The Company and Purchaser hereby acknowledge and agree that Purchaser has been granted the right to designate one member of the Board of Directors pursuant to Section 4.7 of the Securities Purchase Agreement. The parties hereto intend that SOFTBANK shall Jaloxxx xxxll have the right to designate (i) a designate, for as long as he Beneficially Owns at least 50% of the number of shares of Common Stock he will Beneficially Own after his purchase of the 750,000 shares pursuant to the Securities Purchase Agreement, two members of the Company's Board of Directors equal to the product of (A) the total number of authorized directors and (B) the aggregate Proportionate Share (as defined in the Purchase Agreement) of the Purchaser and the SOFTBANK Entities (as defined in the Purchase Agreement) on the Company's Board of Directors, rounded up to including the nearest whole number, but not to exceed two directors director designated by Purchaser under Section 4.7 of the Securities Purchase Agreement (the "Board Composition Requirement"), and (ii) so long as the Purchaser and the SOFTBANK Entities collectively own 50% or more of the Shares theretofore purchased hereunder, the Purchaser shall have the right to designate one director to be a member of each committee of the Company's Board of Directors. At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, the Principal Stockholder Stockholders shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of a slate of directors meeting the Board Composition Requirement and nominated as contemplated by Section 3.2 hereof and against any slate of directors that does not satisfy the Board Composition Requirements or the nomination procedures contemplated by Section 3.2.

Board Composition Requirements. The parties hereto intend that the Board of Directors of the Company shall consist of seven (7) members. SOFTBANK shall have the right to designate right, (i) a number of members of the Company's Board of Directors equal to the product of (A) the total number of authorized directors and (B) the aggregate Proportionate Share (so long as defined in the Purchase Agreement) of the Purchaser SOFTBANK and the SOFTBANK Entities (as defined in the Purchase Agreement) on the Company's Board of Directors, rounded up to the nearest whole number, but not to exceed two directors (the "Board Composition Requirement"), and (ii) so long as the Purchaser and the SOFTBANK Entities collectively own 50% or more of the Shares theretofore purchased hereunderCommon Stock (on an as if exercised basis) held immediately after consummation of the Purchase (as defined in the Purchase Agreement), to designate three (3) members of the Purchaser shall have Company's Board of Directors, (B) so long as SOFTBANK and the right SOFTBANK Entities collectively own 25% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate two (2) members of the Company's Board of Directors, and (C) so long as SOFTBANK and the SOFTBANK Entities collectively own 5% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to designate one director (1) member of the Company's Board of Directors (collectively, the "Board Composition Requirement"); and (ii) so long as SOFTBANK and the SOFTBANK Entities collectively own 35% or more of the Common Stock (on an as if exercised basis) held immediately after consummation of the Purchase, to be a designate one (1) member of each committee of the Company's Board of Directors. At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, the Principal Stockholder shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of a slate of directors meeting the Board Composition Requirement and nominated as contemplated by Section 3.2 hereof and against any slate of directors that does not satisfy the Board Composition Requirements or the nomination procedures contemplated by Section 3.2.

Board Composition Requirements. The parties hereto intend that ------------------------------ SOFTBANK shall have the right to designate (i) a number of members of the Company's Board of Directors equal to the product of (A) the total number of authorized directors and (B) the aggregate Proportionate Share (as defined in the Purchase Agreement) of the Purchaser and the SOFTBANK Entities (as defined in the Purchase Agreement) on the Company's Board of Directors, rounded up to the nearest whole number, but not to exceed two directors (the "Board Composition Requirement"), and (ii) so long as the Purchaser and the SOFTBANK Entities collectively own 50% or more of the Shares theretofore purchased hereunder, the Purchaser shall have the right to designate one director to be a member of each committee of the Company's Board of Directors. At any meeting of stockholders at which directors are to be elected and with respect to any written consent of stockholders of the Company in lieu of meeting relating to the election of directors, the Principal Stockholder shall vote, or execute and deliver a written consent with respect to, all shares of Common Stock and any other voting securities of the Company held of record or Beneficially Owned by it in favor of a slate of directors meeting the Board Composition Requirement and nominated as contemplated by Section 3.2 hereof and against any slate of directors that does not satisfy the Board Composition Requirements or the nomination procedures contemplated by Section 3.2.