Changes in Board Clause Samples

Changes in Board. At such time as the Investor, on the one hand, or Widecom on the other hand, owns more than fifty percent (50%) of the issued and outstanding Voting Shares, the Shareholders agree to vote their Shares at a special meeting of Shareholders duly convened and to continue to do so each and every year at the annual meetings of Shareholders, to elect such number of additional directors in order for the Shareholder who owns more than fifty percent (50%) of the issued and outstanding Voting Shares to have elected a third nominee to the Board. In such circumstances, a quorum of a meeting of directors shall be a majority of the directors provided that one of the directors designated by the Investor (in the event that Widecom owns more than fifty percent (50%) of the issued and outstanding Voting Shares) forms part of such quorum or one of the directors designated by Widecom (in the event that the Investor owns more than fifty percent (50%) of the issued and outstanding Voting Shares) forms part of such quorum, and all decisions of the Board shall require the approval of a majority of the directors present at a meeting of the Board at which a quorum was present. The Shareholder who owns more than fifty percent (50%) of the issued and outstanding Voting Shares shall advise the other Shareholders and the Corporation in writing of the name of the individual such Shareholder has designated as its additional nominee to the Board as soon as practicable before the meeting of Shareholders called for such purpose. In addition, the Shareholder who owns more than fifty percent (50%) of the issued and outstanding Voting Shares hereby agrees to continue to vote its Shares so as to cause to be elected to the Board (i) two (2) nominees of the Investor (in the event that Widecom owns more than fifty percent (50%) of the issued and outstanding Voting Shares and the Investor owns less than 45% of the issued and outstanding Voting Shares) or (ii) two (2) nominees of Widecom (in the event that the Investor owns more than fifty percent (50%) of the issued and outstanding Voting Shares and Widecom owns less than 45% of the issued and outstanding Voting Shares), and one (1) nominee of Finger Print or Flat Panel, provided that Finger Print and/or Flat Panel own at least ten percent (10%) of the issued and outstanding Voting Shares. Notwithstanding the foregoing, each of the Investor and Widecom shall only be entitled to nominate one director to the Board in the event that it holds less than ...