Common use of Changes in Board Designees Clause in Contracts

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shall, in their sole discretion, have the sole right to: (a) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board Designee. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b), the Holders shall vote their shares of the Company’s capital stock as provided in Section 5.1 to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company’s Board Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shallmay, in their sole discretion, have the sole right to: (ai) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.14.2(b); and/or (bii) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 4.2(b) (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, provided such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.14.2(b), in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b4.2(d), the Holders Shareholders shall vote their shares of the Company’s capital stock Company Shares as provided in Section 5.1 4.2(b), to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator Designators or Designators; and (b) the election to the Company’s Board Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shallmay, in their sole discretion, have the sole right to: (a) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.12.1, provided that such removal is effected in the manner allowed by applicable law, the Company’s then-effective Certificate of Incorporation and Bylaws; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 2.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, provided such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.12.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)2.3, the Holders shall vote their shares of the Company’s capital stock Shares as provided in Section 5.1 2.1 to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator Designators or Designators; and (b) the election to the Company’s Board Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shallmay, in their sole discretion, have the sole right to: (a) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.12.2; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 2.2 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, provided such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.12.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)2.3, the Holders shall vote their shares of the Company’s capital stock Company Stock as provided in Section 5.1 2.1 to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator Designators or Designators; and (b) the election to the Company’s Board Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, the shareholders or persons entitled to designate a Designator or Designators shalldirector pursuant to Section 2.2 (each a “Designator” and collectively, the “Designators”) may, in their sole discretion, have the sole right toas applicable: (a) elect to remove from the Company’s Board of Directors any incumbent Board Designee designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee designee under Section 5.12.2, provided, however, that in the event the Company’s then-current Chief Executive Officer ceases to be employed by the Company, he or she may be removed from the Board by the vote of a majority of the remaining directors; and/or (b) designate a new Board Designee designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee designee under Section 5.1 2.2 (whether to replace a prior Board Designee designee or to fill a vacancy in such Board seatseat due to death, termination, removal or resignation); provided, that, provided such removal and/or designation of a Board Designee designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee designee under Section 5.12.2, in which case such election to remove a Board Designee designee and/or elect a new Board Designee designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee designee under this Section 5.3(a) or (b)2.4, the Holders shall vote their shares of the Company’s capital stock Company Stock as provided in Section 5.1 2.2 to cause: (a) the removal from the Company’s Board of Directors of the Board Designee designee or Designees designees so designated for removal by the appropriate Designator Designators or Designators; and (b) the election to the Company’s Board Directors of any new Board Designee designee or Designees designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shallmay, in its or their sole discretion, have the sole right to: (a) elect to remove from the Company’s 's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.11.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 1.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, provided such removal and/or designation of a Board Designee is approved in a -------- writing that is delivered to the Company and signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.11.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)1.3, the Holders Signing Stockholders shall vote their shares of the Company’s 's capital stock as provided in Section 5.1 1.1 to cause: (a) the removal from the Company’s 's Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company’s 's Board Directors of any new Board Designee or Designees so designated for election to the Company’s 's Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shallmay, in their sole discretion, have the sole right to: (a) elect to remove from the Company’s 's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.15.2; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 5.2 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, provided such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.15.2, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)5.3, the Holders Investors and Common Shareholders shall vote their shares of the Company’s 's capital stock as provided in Section 5.1 5.2 to cause: (a) the removal from the Company’s 's Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator Designators or Designators; and (b) the election to the Company’s 's Board Directors of any new Board Designee or Designees so designated for election to the Company’s 's Board of Directors by the appropriate Designator or Designators. The Company shall promptly give each of the Investors and Common Shareholders written notice of any change in composition of the Company's Board of Directors and of any proposal by a Designator or Designators to remove or elect a new Board Designee. In any election of directors pursuant to this Section 5, the Investors and Common Shareholders shall vote their shares in a manner sufficient to elect to the Company's Board of Directors the individuals to be elected thereto as provided in this Section 5, utilizing cumulative voting, if and to the extent necessary to do so.

Changes in Board Designees. From time to time during the term of -------------------------- this Agreement, a Designator or Designators shallmay, in their sole discretion, have the sole right to: (a) elect to remove from the Company’s 's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.11.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 1.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, provided such removal and/or -------- designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.11.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)1.3, the Holders shall vote their shares of the Company’s 's capital stock as provided in Section 5.1 1.1 to cause: (a) the removal from the Company’s 's Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company’s 's Board of Directors of any new Board Designee or Designees so designated for election to the Company’s 's Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shall, in their sole discretion, have the sole right to: (ai) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board of Directors seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.12.5(a); and/or (bii) designate a new Board Designee for election to a Board of Directors seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 2.5(a) (whether to replace a prior Board Designee or to fill a vacancy in such Board of Directors seat); provided, that, such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.12.5(a), in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b2.5(b), the Holders Investors shall vote or otherwise act with respect to their shares of the Company’s capital stock as provided in Section 5.1 2.5(a) to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company’s Board of Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. (a) From time to time during the term of this Agreement, a Designator or Designators shallmay, in their sole discretion, have the sole right to: : (a1) elect to remove (with or without cause) from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.14.1; and/or and (b2) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 4.1 and Networks3’s organizational documents (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, such ; (b) Such removal and/or designation of a Board Designee is must be approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.14.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such If there is a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)4.3, the Holders shall vote or consent their shares of the Company’s capital stock as provided in Section 5.1 Shares per Section 4.1 to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company’s Board Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shallmay, in their sole discretion, have the sole right to: (a) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.12.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 2.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, provided that such removal and/or designation of a Board Designee is approved in a writing signed by Designator or a majority of the Designators who are entitled to designate such Board Designee under Section 5.12.1, and provided further, that such designation is in accordance with Section 2.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)2.3, the Holders Investors shall vote their shares of the Company’s 's capital stock as provided in Section 5.1 2.1 so as to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator Designators or DesignatorsDesignators in accordance with the Company's Articles of Incorporation and Bylaws; and (b) the election to the Company’s Board Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or DesignatorsDesignators in accordance with the Company's Articles of Incorporation and Bylaws.

Changes in Board Designees. From time to time during the term of -------------------------- this Agreement, a Designator or Designators shallmay, in their sole discretion, have the sole right to: (a) elect to remove from the Company’s 's Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.12.1; and/or (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 2.1 (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, that, provided such removal and/or designation of a -------- Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.12.1, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)2.3, the Holders shall vote their shares of the Company’s 's capital stock as provided in Section 5.1 2.1 to cause: (a) the removal from the Company’s 's Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator Designators or Designators; and (b) the election to the Company’s 's Board Directors of any new Board Designee or Designees so designated for election to the Company’s 's Board of Directors by the appropriate Designator or Designators.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shall, may in their its sole discretion, have the sole right to: (a) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which designated by such Designator or Designators are entitled to designate the Board Designee under Section 5.1Designator; and/orand (b) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 (whether to replace a prior Board Designee who has been removed pursuant to Section 3(a) or to fill a vacancy in occasioned by the resignation or death of such Designator's Board seat)Designee; provided, thatprovided however, such removal and/or designation of a Board Designee is approved shall be made in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.1the relevant Designator, in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignator. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b)Designee, the Holders shall vote their shares of the Company’s capital stock Capital Stock as provided in Section 5.1 2 to cause: : (ai) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or DesignatorsDesignator; and and (bii) the election to the Company’s Board Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or DesignatorsDesignator.

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shall, in their sole discretion, have the sole right to: (ai) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.13(a); and/or (bii) designate a new Board Designee for election to a Board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 3(a) (whether to replace a prior Board Designee or to fill a vacancy in such Board seat); provided, provided that, such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.13(a), in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b3(b)(ii), the Holders and the Founders shall vote their shares of the Company’s capital stock as provided in Section 5.1 3(a) to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company’s Board of Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators. (iii) Notwithstanding anything to the contrary in this Section 3, if a Board Designee designated pursuant to Section 3(a)(vi) who is an employee of the Company subsequently ceases to be an employee of the Company, such Board Designee may be removed from the Company’s Board of Directors by the holders of a majority of the Preferred and the Common Stock, voting together as a single class. If such a Board Designee is so removed, the Designators entitled to designate such Board Designee may designate a new Board Designee for election to the Company’s Board of Directors in accordance with Sections 3(a)(vi) and 3(b)(ii).

Changes in Board Designees. From time to time during the term of this Agreement, a Designator or Designators shall, in their sole discretion, have the sole right to: (ai) elect to remove from the Company’s Board of Directors any incumbent Board Designee who occupies a Board of Directors seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.12.6(a); and/or (bii) designate a new Board Designee for election to a Board of Directors seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5.1 2.6(a) (whether to replace a prior Board Designee or to fill a vacancy in such Board of Directors seat); provided, however, that, such removal and/or designation of a Board Designee is approved in a writing signed by Designator or Designators who are entitled to designate such Board Designee under Section 5.12.6(a), in which case such election to remove a Board Designee and/or elect a new Board Designee will be binding on all such Designators who are entitled to designate such Board DesigneeDesignators. In the event of such a removal and/or designation of a Board Designee under this Section 5.3(a) or (b2.6(c), the Holders Investors shall vote their shares of the Company’s capital stock as provided in Section 5.1 2.6(a) to cause: (a) the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; and (b) the election to the Company’s Board of Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors by the appropriate Designator or Designators.