Common use of Board of Directors of the Company Clause in Contracts

Board of Directors of the Company. (a) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Williams, together with any and all of its Permitted Transferees, bene▇▇▇▇▇▇▇▇ own in the aggregate 25% or more of the Shares beneficially owned by Williams on the Effective Date, the size of the Board of Directors sha▇▇ ▇▇▇ ▇xceed nine (9) members. Williams shall be entitled to nominate four members to the Board of Di▇▇▇▇▇▇▇ (collectively, the "Williams Nominees"). One Williams Nominee shall be classified as a Cla▇▇ ▇ ▇▇▇ector of the Comp▇▇▇, ▇▇▇ Williams Nominees shall be classified as Class II Directors of the Com▇▇▇▇ ▇▇▇ one Williams Nominees shall be classified as a Class III Director of the C▇▇▇▇▇▇. (b) The Company and its directors have taken all appropriate action to cause the appointment of the Williams Nominees to become effective as of the Effective Date. For so ▇▇▇▇ ▇▇ Williams, together with any and all of its Permitted Transferees, bene▇▇▇▇▇▇▇▇ own in the aggregate 25% or more of the Shares beneficially owned by Williams on the Effective Date, Williams, the Other Stockholders and e▇▇▇ ▇▇ ▇heir Permitted Transfere▇▇ ▇▇▇▇▇ vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Williams Nominees to be nominated for and elected to the Board of Dire▇▇▇▇▇. (c) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Williams Nominee if Williams requests such director's removal in writi▇▇ ▇▇▇ ▇ny reason an▇ ▇▇▇ ▇▇her Stockholders agree to vote their Voting Stock to remove such director. Williams shall have the right to designate a new nominee in the event ▇▇▇ ▇▇▇▇iams Nominee shall be so removed under this Section 4.1(c) or shal▇ ▇▇▇▇▇▇ his directorship for any reason. (d) The initial Williams Nominees shall be Howard Janzen, John Bumgarner, Jr.,

Appears in 1 contract

Sources: Stockholders Agreement (Ibeam Broadcasting Corp)

Board of Directors of the Company. (a) The Company, the Company Stockholders and its directors have taken all appropriate and necessary action the Rangos Shareholders agree that they shall use their best efforts to (i) cause the Board of Directors of the Company, as Company immediately upon consummation of the Effective DateMerger to be increased from nine to twelve members and, at all times during the Term of this Agreement, to cause the Board of Directors to consist of no more than twelve members, except as otherwise may be composed required pursuant to governing instruments of nine securities issued by the Company. (9b) members During the Term of this Agreement, the Company and divided into three (3) classes the Company Stockholders shall use their best efforts to cause the Board of Directors to include at all times two persons who are designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one by the Rangos Shareholders. The initial designees of the existing Class III directors as a Class II directorRangos Shareholders shall be Jo▇▇ ▇. For so long as Williams▇▇▇▇▇▇, together with any and all of its Permitted Transferees, bene▇. ▇nd Al▇▇▇▇▇▇▇ own in ▇. ▇▇▇▇▇▇. If the aggregate 25% or more designees of the Shares beneficially owned by Williams on the Effective Date, the size of the Board of Directors shaRangos Shareholders are other than Jo▇▇ ▇▇▇▇▇▇, ▇▇., Jo▇▇ ▇xceed nine (9) members. Williams shall be entitled to nominate four members to the Board of Di▇▇▇▇▇, ▇▇., or Al▇▇▇▇▇▇▇ (collectively, the "Williams Nominees"). One Williams Nominee shall be classified as a Cla▇▇ ▇ ▇▇▇ector ▇▇▇, such designees must be reasonably acceptable to the Company. The Company shall, no later than thirty days prior to the mailing of any proxy or information statement with respect to a stockholder meeting at which directors are to be elected, notify the Rangos Shareholders of the Compdate of such mailing; the Rangos Shareholders shall notify the Company of the names of the persons they designate to serve on the Board of Directors of the Company pursuant to this Section no later than ten days prior to the date of such mailing; and the Company and the Company Stockholders shall use their best efforts to have such designees nominated for election as directors and elected as directors. The Rangos Shareholders shall notify the Company of the name of any person they designate to fill a vacancy on the Board of Directors resulting from the resignation or other removal of a person previously designated by the Rangos Shareholders no later than thirty days after such vacancy is created, and the Company and the Company Stockholders shall use their best efforts to cause the Board of Directors to appoint such person as a director of the Company. For purposes of this Section, the Company may rely on a notice from Jo▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ Williams Nominees shall be classified . ▇s a notification from the Rangos Shareholders, or on a notice from such other person as Class II Directors of the Com▇▇▇▇ ▇▇▇ one Williams Nominees shall be classified as is designated in a Class III Director of the C▇▇▇▇▇▇. (b) The Company and its directors have taken writing signed by all appropriate action to cause the appointment of the Williams Nominees to become effective as of the Effective Date. For so ▇▇▇▇ ▇▇ Williams, together with any and all of its Permitted Transferees, bene▇▇▇▇▇▇▇▇ own in the aggregate 25% or more of the Shares beneficially owned by Williams on the Effective Date, Williams, the Other Stockholders and e▇▇▇ ▇▇ ▇heir Permitted Transfere▇▇ ▇▇▇▇▇ vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Williams Nominees to be nominated for and elected to the Board of Dire▇▇▇▇▇Rangos Shareholders. (c) The During the Term of this Agreement, the Company, the Company Stockholders and the Rangos Shareholders shall use its their best efforts to call, or cause the appropriate officers Board of Directors to include at all times (in addition to the two persons who are members pursuant to Section 2(b)) four persons who are approved by at least five members of the Executive Committee of the Board of Directors of the Company and directors none of whom is an officer or employee of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Williams Nominee if Williams requests such director's removal in writi▇▇ ▇▇▇ ▇ny reason an▇ ▇▇▇ ▇▇her Stockholders agree to vote their Voting Stock to remove such director. Williams shall have the right to designate a new nominee in the event ▇▇▇ ▇▇▇▇iams Nominee shall be so removed under this Section 4.1(c) or shal▇ ▇▇▇▇▇▇ his directorship for any reason. (d) The During the term of this Agreement, and subject to the provisions of clauses (b) and (c) of this Section 2, the Rangos Shareholders and the Company Stockholders agree to use their best efforts to cause (i) the election (and re-election during the term of this Agreement) of the individuals who constitute the initial Williams Nominees Board of Directors immediately following the effective time of the Merger (the "Initial Directors"), and (ii) the selection of and election of persons nominated (consistent with the provisions of Section 2(c) above) by a majority of the Initial Directors to fill any vacancies on the Board of Directors created by the resignation or removal of an Initial Director (other than a vacancy created by the resignation or removal of a designee of the Rangos Shareholders); provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election, was approved consistent with the provisions of Section 2(c) above) by a vote of a majority of the Initial Directors shall be Howard Janzen, John Bumgarner, Jr.,for purposes of this Section 2(d) considered as though such person were an Initial Director.

Appears in 1 contract

Sources: Shareholders Agreement (Rangos John G Sr)

Board of Directors of the Company. (a1) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Williams▇▇▇▇▇▇▇▇, together with any and all of its Permitted Transferees, bene▇▇▇▇▇▇▇▇ beneficially own in the aggregate 25% or more of the Shares beneficially owned by Williams ▇▇▇▇▇▇▇▇ on the Effective Date, the size of the Board of Directors sha▇▇ ▇▇▇ ▇xceed shall not exceed nine (9) members. Williams ▇▇▇▇▇▇▇▇ shall be entitled to nominate four members to the Board of DiDirectors (collectively, the "▇▇▇▇▇▇▇▇ (collectively, the "Williams Nominees"). One Williams ▇▇▇▇▇▇▇▇ Nominee shall be classified as a Cla▇▇ ▇ Class I Director of the Company, two ▇▇▇ector of the Comp▇▇▇, ▇▇▇ Williams Nominees shall be classified as Class II Directors of the ComCompany and one ▇▇▇▇▇▇▇▇ ▇▇▇ one Williams Nominees shall be classified as a Class III Director of the C▇▇▇▇▇▇Company. (b2) The Company and its directors have taken all appropriate action to cause the appointment of the Williams ▇▇▇▇▇▇▇▇ Nominees to become effective as of the Effective Date. For so long as ▇▇▇▇ Williams▇▇▇▇, together with any and all of its Permitted Transferees, bene▇▇▇▇▇Permit- ▇▇▇ Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Williams ▇▇▇▇▇▇▇▇ on the Effective Date, Williams▇▇▇▇▇▇▇▇, the Other Stockholders and e▇▇▇ ▇▇ ▇heir each of their Permitted Transfere▇▇ ▇▇▇▇▇ Transferees shall vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Williams ▇▇▇▇▇▇▇▇ Nominees to be nominated for and elected to the Board of Dire▇▇▇▇▇Directors. (c3) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Williams ▇▇▇▇▇▇▇▇ Nominee if Williams ▇▇▇▇▇▇▇▇ requests such director's removal in writi▇▇ ▇▇▇ ▇ny writing for any reason an▇ ▇▇▇ ▇▇her and the Other Stockholders agree to vote their Voting Stock to remove such director. Williams ▇▇▇▇▇▇▇▇ shall have the right to designate a new nominee in the event ▇▇▇ any ▇▇▇▇iams ▇▇▇▇ Nominee shall be so removed under this Section 4.1(c) or shal▇ ▇▇▇▇▇▇ shall vacate his directorship for any reason. (d4) The initial Williams ▇▇▇▇▇▇▇▇ Nominees shall be Howard Janzen▇▇▇▇▇▇ ▇▇▇▇▇▇, John Bumgarner▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Jr.▇▇.,

Appears in 1 contract

Sources: Stockholders Agreement (Touch America Holdings Inc)

Board of Directors of the Company. (a) The At such time as, and for so long as, a Purchaser meets the criteria set forth in Section 9.3(d), each Purchaser shall have the right to designate one individual (a "Director Designee") to be nominated to serve on the Company's Board of Directors, and (subject to the immediately following sentence) the Company shall so nominate such Director Designee and shall use all reasonable efforts to cause such Director Designee to be elected to the Board of Directors; PROVIDED, HOWEVER, that no transfer or series of transfers of Common Stock by a Purchaser shall entitle such Purchaser and/or its directors have taken all appropriate direct or indirect transferees to designate more than one Director Designee, and necessary action PROVIDED FURTHER that Olympus I and Olympus II shall be construed as a single Purchaser for purposes of this Section 9.3. A condition to (i) cause the qualification of a Purchaser's Director Designee to serve as a director of the Company pursuant to this Section shall be the Director Designee's agreement to resign if the Purchaser who designated such person owns less than the number of shares of Common Stock and Common Stock equivalents required by this Section. Any vacancy in the Board of Directors caused by the death, disability, resignation or removal of a director who was a Director Designee shall be filled by another Director Designee designated by such Purchaser, subject only to such Purchaser's continued compliance with the criteria set forth in Section 9.3(d). For so long as a Purchaser is entitled to designate a Director Designee hereunder, the Corporation shall not form an Executive Committee, or any committee to which the power of the Board of Directors is delegated between meetings of the Board of Directors (to the extent permitted by law), unless either the Director Designee of such Purchaser or the Director Designee of another Purchaser shall be a member of such committee of the Board of Directors. For so long as (i) a Purchaser is entitled to designate a Director Designee hereunder and (ii) such Purchaser beneficially owns an amount of Senior Securities and/or Regular Common Stock (inclusive of shares purchasable under Series B Warrants), such that the sum of (x) the original purchase price (under this Agreement) of the Senior Securities so held divided by $4.81 plus (y) the number of shares of Regular Common Stock so held (inclusive of shares such Purchaser would receive upon exercise of any Series B Warrant then held by it), is not less than 1,040,000, the Company shall not, without the consent of a majority in interest of those Purchasers entitled to designate a Director Designee (determined in accordance with the foregoing sum), appoint either an Audit Committee or a Compensation Committee of the Board of Directors unless either the Director Designee of such Purchaser or the Director Designee of another Purchaser shall be a member of such committee of the Board of Directors. The Company will use its best efforts to maintain directors' and officers' liability insurance covering the Director Designee of a Purchaser. The Company shall reimburse such Director Designee for any reasonable out-of-pocket expenses incurred in connection with his or her position on the Board of Directors. (b) If Section 9.3(a) is not applicable because the Purchaser owns less than the minimum number of shares of Common Stock or Common Stock equivalents required under Section 9.3(d)(iv), the Purchaser shall have the right to designate one advisory director or observer to the Company's Board of Directors if the sum of the amounts set forth in clauses (i), (ii) and (iii) of this sentence is not less than 1,040,000: (i) an amount equal to the product obtained by multiplying 20.8 by the aggregate number of shares of Series A Capital Securities and Series B Preferred Stock then owned by the Purchaser, (ii) an amount equal to the aggregate number of shares of one or more classes of Common Stock then owned by the Purchaser, and (iii) an amount equal to the aggregate number of shares of Common Stock that would be received upon the exercise of any Warrant then owned by the Purchaser. The advisory director or observer shall have the right to attend all meetings of the Company's Board of Directors and receive copies of all resolutions enacted by the Company's Board of Directors or any Executive Committee thereof, as and (unless the Director Designee of a Purchaser already sits on such committee) one of the Effective Dateadvisory directors designated by the Purchasers shall have the right to attend all meetings of any Executive Committee of the Board of Directors (or other committee to which the power of the Board of Directors is delegated between meetings of the Board of Directors). (c) For so long as any Purchaser is entitled to designate a Director Designee, (i) the Company shall not, without the consent of all Purchasers then having such right, expand its Board of Directors to be composed consist of nine more than twelve (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (312) directors, and (ii) reclassify one the Company shall use all reasonable efforts to have at least two directors who neither were investors (or Affiliates of investors) in DCG as of November 30, 1996 nor are affiliated at such time with any Purchaser that is then entitled to designate a Director Designee. (d) A Purchaser shall be eligible to designate a Director Designee in accordance with Section 9.3(a) if, at such time as the Purchaser first seeks to designate a director, the Purchaser provides the Company with reasonable evidence satisfactory to the Company and its counsel (which evidence may include discussions with the FRB, if the Purchaser or the Company reasonably deems such discussions to be necessary to clarify then-existing statutes, regulations or published policy guidelines) that such Purchaser: (i) owns less than 10.0% of the existing Class III directors Common Stock of the Company then outstanding and entitled to vote in elections of directors; (ii) owns equity securities of the Company constituting less than 15.0% of the Company's shareholders' equity as of the most recent month end preceding such date, allocating to any series of Preferred Securities held by such Purchaser the Liquidation Value thereof (as defined in the Amended and Restated Charter or Trust Agreement, as applicable) and allocating to the Common Stock held by such Purchaser its pro rata share of the Company's equity available for the holders of Common Stock; (iii) does not then own or have a Class II director. For so long as Williamspotential ability, together with under the express terms of Common Stock or other Company securities that the Purchaser then owns, to acquire Common Stock or other Company securities that, currently or upon the occurrence of any and all of its Permitted Transfereessubsequent event, bene▇▇▇▇▇▇▇▇ own are or may become convertible into or exchangeable or exercisable for Common Stock, which in the aggregate 25could represent 25.0% or more of the Shares beneficially Common Stock outstanding on a pro forma basis; and (iv) (x) in the case of MDP or Olympus, owns NOT less than 520,000 shares of one or more classes of Common Stock, and (y) in the case of any permitted assignee of MDP or Olympus, owns NOT less than 1,040,000 shares of one or more classes of Common Stock, including for purposes of this Section 9.3(d) shares of Common Stock that would be received upon the exercise of any Warrant then owned by Williams on the Effective Date, the size of the Board of Directors sha▇▇ ▇▇▇ ▇xceed nine (9) members. Williams shall be entitled to nominate four members to the Board of Di▇▇▇▇▇▇▇ (collectively, the "Williams Nominees"). One Williams Nominee shall be classified as a Cla▇▇ ▇ ▇▇▇ector of the Comp▇▇▇, ▇▇▇ Williams Nominees shall be classified as Class II Directors of the Com▇▇▇▇ ▇▇▇ one Williams Nominees shall be classified as a Class III Director of the C▇▇▇▇▇▇Purchaser. (b) The Company and its directors have taken all appropriate action to cause the appointment of the Williams Nominees to become effective as of the Effective Date. For so ▇▇▇▇ ▇▇ Williams, together with any and all of its Permitted Transferees, bene▇▇▇▇▇▇▇▇ own in the aggregate 25% or more of the Shares beneficially owned by Williams on the Effective Date, Williams, the Other Stockholders and e▇▇▇ ▇▇ ▇heir Permitted Transfere▇▇ ▇▇▇▇▇ vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Williams Nominees to be nominated for and elected to the Board of Dire▇▇▇▇▇. (c) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Williams Nominee if Williams requests such director's removal in writi▇▇ ▇▇▇ ▇ny reason an▇ ▇▇▇ ▇▇her Stockholders agree to vote their Voting Stock to remove such director. Williams shall have the right to designate a new nominee in the event ▇▇▇ ▇▇▇▇iams Nominee shall be so removed under this Section 4.1(c) or shal▇ ▇▇▇▇▇▇ his directorship for any reason. (d) The initial Williams Nominees shall be Howard Janzen, John Bumgarner, Jr.,

Appears in 1 contract

Sources: Securities Purchase Agreement (Commerce Security Bancorp Inc)

Board of Directors of the Company. (a1) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Williams▇▇▇▇▇▇▇▇, together with any and all of its Permitted Transferees, bene▇▇▇▇▇▇▇▇ beneficially own in the aggregate 25% or more of the Shares beneficially owned by Williams ▇▇▇▇▇▇▇▇ on the Effective Date, the size of the Board of Directors sha▇▇ ▇▇▇ ▇xceed shall not exceed nine (9) members. Williams ▇▇▇▇▇▇▇▇ shall be entitled to nominate four members to the Board of DiDirectors (collectively, the "▇▇▇▇▇▇▇▇ (collectively, the "Williams Nominees"). One Williams ▇▇▇▇▇▇▇▇ Nominee shall be classified as a Cla▇▇ ▇ Class I Director of the Company, two ▇▇▇ector of the Comp▇▇▇, ▇▇▇ Williams Nominees shall be classified as Class II Directors of the ComCompany and one ▇▇▇▇▇▇▇▇ ▇▇▇ one Williams Nominees shall be classified as a Class III Director of the C▇▇▇▇▇▇Company. (b2) The Company and its directors have taken all appropriate action to cause the appointment of the Williams ▇▇▇▇▇▇▇▇ Nominees to become effective as of the Effective Date. For so long as ▇▇▇▇ Williams▇▇▇▇, together with any and all of its Permitted Transferees, bene▇▇▇▇▇▇▇▇ beneficially own in the aggregate 25% or more of the Shares beneficially owned by Williams ▇▇▇▇▇▇▇▇ on the Effective Date, Williams▇▇▇▇▇▇▇▇, the Other Stockholders and e▇▇▇ ▇▇ ▇heir each of their Permitted Transfere▇▇ ▇▇▇▇▇ Transferees shall vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Williams ▇▇▇▇▇▇▇▇ Nominees to be nominated for and elected to the Board of Dire▇▇▇▇▇Directors. (c3) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Williams ▇▇▇▇▇▇▇▇ Nominee if Williams ▇▇▇▇▇▇▇▇ requests such director's removal in writi▇▇ ▇▇▇ ▇ny writing for any reason an▇ ▇▇▇ ▇▇her and the Other Stockholders agree to vote their Voting Stock to remove such director. Williams ▇▇▇▇▇▇▇▇ shall have the right to designate a new nominee in the event ▇▇▇ any ▇▇▇▇iams ▇▇▇▇ Nominee shall be so removed under this Section 4.1(c) or shal▇ ▇▇▇▇▇▇ shall vacate his directorship for any reason. (d4) The initial Williams ▇▇▇▇▇▇▇▇ Nominees shall be Howard Janzen▇▇▇▇▇▇ ▇▇▇▇▇▇, John Bumgarner▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Jr.▇▇.,

Appears in 1 contract

Sources: Stockholders Agreement (Allen & Co Inc/Allen Holding Inc)

Board of Directors of the Company. (a) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Williams, together with any and all of its Permitted Transferees, beneb▇▇▇▇▇▇▇▇lly own in the aggregate 25% or more of the Shares beneficially owned by Williams on the Effective Date, the size of the Board of Directors sha▇▇▇▇▇ ▇▇▇ ▇xceed t exceed nine (9) members. Williams shall be entitled to nominate four members to the Board of Di▇▇▇▇▇▇▇rs (collectively, the "Williams Nominees"). One Williams Nominee shall be classified as a Cla▇▇▇▇▇ ▇ Director of the C▇▇▇ector of the Comp▇▇▇, ▇▇▇ two Williams Nominees shall be classified as Class II Directors of the Com▇▇▇▇▇▇▇ ▇▇▇ and one Williams Nominees shall be classified as a Class III Director of the Cth▇ ▇▇▇▇▇▇.y. (b) The Company and its directors have taken all appropriate action to cause the appointment of the Williams Nominees to become effective as of the Effective Date. For so ▇▇ ▇▇▇▇ ▇▇ as Williams, together with any and all of its Permitted Transferees, beneb▇▇▇▇▇▇▇▇lly own in the aggregate 25% or more of the Shares beneficially owned by Williams on the Effective Date, Williams, the Other Stockholders and ean▇ ▇▇▇▇ ▇▇ ▇heir f their Permitted Transfere▇▇ Transf▇▇▇▇▇ ▇▇all vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Williams Nominees to be nominated for and elected to the Board of DireD▇▇▇▇▇▇▇▇. (c) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Williams Nominee if Williams requests such director's removal in writiwr▇▇▇▇▇ ▇▇r any reason ▇▇▇ ▇▇▇ ▇ny reason an▇ ▇▇▇ ▇▇her Other Stockholders agree to vote their Voting Stock to remove such director. Williams shall have the right to designate a new nominee in the event eve▇▇ ▇▇▇ ▇▇▇▇iams illiams Nominee shall be so removed under this Section 4.1(c) or shals▇▇▇▇ ▇▇▇▇▇▇ ate his directorship for any reason. (d) The initial Williams Nominees shall be Howard Janzen, John Bumgarner, Jr.,

Appears in 1 contract

Sources: Stockholders Agreement (Williams Communications Group Inc)