Designated Directors. During the term of this Agreement, each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Person, or over which such Person has voting control, from time to time and at all times, in whatever manner as shall be necessary to cause the election to the Board, of:
Designated Directors. Following the Closing Date, each of the Parties shall take all Necessary Action to cause each of the Designated Directors (subject to the fiduciary duties that such Designated Directors may have as directors of the Company) to vote on any of the actions set forth in this Section 3.4 as jointly directed by the Trust and TPG, and if any Designated Director should fail to vote as directed, the Parties shall take all Necessary Action to replace such Designated Director:
Designated Directors. Subject to compliance with applicable Law, the Company agrees that it will promptly take all necessary and desirable actions within its control (including calling special board and stockholders meetings) to, at the Standby Closing Date, (a) establish a seven-member Board of Directors and (b) cause the election to its Board of Directors of (i) five directors as will be designated prior to the Standby Closing Date by the Equity Committee (the "EC Designated Directors"), (ii) two directors designated by the management of the Company (the "Management Designated Directors" and, together with the EC Designated Directors, the "Designated Directors"). A majority of the EC Designated Directors will meet the requirements for "independence" of any exchange or interdealer quotation system upon which the New Common Stock is listed or traded. At least one of the Management Designated Directors will meet the requirements for "independence" of any exchange or interdealer quotation system upon which the New Common Stock is traded or listed.
Designated Directors. During the Proxy Term, the Proxyholder agrees to vote, or cause to be voted, all Shares owned by such Person, or over which such Person has voting control, from time to time and at all times, in whatever manner as shall be necessary to cause the election to the Board (but subject to the directors of the Company complying with their fiduciary duties), of:
Designated Directors. The Board of Directors of the Company shall consist of the following members:
Designated Directors. In elections of -------------------- Directors of the Company, the Stockholders shall vote for the candidates designated pursuant to this Section 1.3:
Designated Directors. For a period of two years from the Closing, the Company, acting through its Board of Directors and in accordance with its charter and bylaws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be elected and shall recommend at each such stockholders meeting as part of the management or Nominating Committee slate for election to the Company's Board of Directors, such number of persons designated by Cxxxxxx so that five of nine directors of the Company will at all times be directors of the Company designated by Cxxxxxx and at all times one person designated by Rxxxx Partners will at all times be a director of the Company. All shares for which the Company's management or Board of Directors hold proxies (including undesignated proxies) shall be voted in favor of the election of such designees of Cxxxxxx and Rxxxx Partners, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Cxxxxxx or Rxxxx Partners designee shall cease to serve as a director of the Company for any reason, the Company shall cause the vacancy resulting thereby to be filled by a designee of Cxxxxxx or Rxxxx Partners, as the case may be, reasonably acceptable to the Board of Directors as promptly as practicable. For a period of two years from the Closing, so long as the Board of Directors of the Company consists of a majority of designees of Chelsey, Chelsey will not seek to nominate or propose for nomination or elect any persons to the Board if the effect thereof would be to cause persons affiliated or associated with Cxxxxxx to constitute more than five directors of the Company's Board of Directors as then required pursuant to the preceding paragraph; provided that Cxxxxxx may nominate or propose for nomination or elect any persons to the Board without regard to the foregoing limitation after the new Series C Preferred Stock is redeemed in full. Prior to the Closing, Cxxxxxx, Rxxxx Partners and Bxxxx Xxxxx shall enter into an agreement providing that each of them will vote any shares of the Company beneficially owned by them or any entity affiliated with them to effectuate the foregoing provisions.
Designated Directors. The Company hereby agrees to -------------------- cause Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx to be elected to the Company's Board of Directors as of the Initial Closing Date to fill vacancies on the Board that will exist at that date.
Designated Directors. For purposes of preserving the ability of a Permitted Transferee to satisfy the Employment Qualification after the death of a Stockholder, the Stockholders agree that in the event of the death of a Stockholder, the deceased Stockholder’s Designated Directors shall determine whether a Permitted Transferee of the deceased Stockholder shall be hired by the Company in a managerial capacity (if application for employment is made by the Permitted Transferee), or shall not be Discharged Without Cause by the Company. The position of such Permitted Transferee shall be determined by such Designated Directors in conjunction with management. The compensation and promotion of such Permitted Transferee shall be determined by the Compensation Committee of the Company’s Board of Directors in conjunction with the deceased Stockholder’s Designated Directors.
Designated Directors. (i) Xxxxxxx Xxxxxxxx
