Directors and Voting Agreements. (a) Each Investor and Permitted Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Common Stock entitled to vote owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company (the “Board of Directors”) is composed of such number of directors as determined by ValueAct Capital. The initial Board of Directors shall be composed of: Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx.
Directors and Voting Agreements. Each of the parties hereto and each Permitted Transferee (other than a Permitted Transferee pursuant to Section 5.4(e)(iv)) agrees that it shall take, at any time and from time to time, all action necessary (including voting any Securities owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of at least six persons and not more than nine (or such greater number as may have been approved by the holders of a majority of the outstanding shares of Common Stock then outstanding) persons (with the exact number to be determined by BRS from time to time) as follows: (a) so long as the Xxxxx Investors and their Controlled Affiliates (considered as a single Investor) remain a Major Shareholder, one person designated by the trust known as T/D Xxxxxxx X. Xxxxx Dated November 18, 1983 (the "Xxxxx Trust"), (b) so long as the HCCP Entities and their Controlled Affiliates (considered as a single Investor) remain a Major Shareholder, one person designated by the HCCP Entities, (c) so long as the Xxxxx Entities and their Controlled Affiliates (considered as a single Investor) remain a Major Shareholder, one person designated by the Xxxxx Entities, (d) the chief executive officer of the Company and (e) such number of persons as may be designated by BRS from time to time who shall constitute the remainder of the Board of Directors; provided that if the number of directors designated by BRS is more than three, such additional directors shall be independent (within the meaning of Rule 3.03 of the rules of the New York Stock Exchange) of the Company and each Investor, and shall have been approved by each of the Xxxxx Entities and the HCCP Entities (so long as they remain Major Shareholders), such approval not to be unreasonably withheld, it being understood that the parties will use their reasonable best efforts to identify and cause to be elected to the Board of Directors two independent directors pursuant to this proviso promptly following the Closing. The right to designate a director is not transferable by the Xxxxx Investors or the Xxxxx Trust, the HCCP Entities or the Xxxxx Entities without the prior written consent of BRS. BRS agrees with the HCCP Entities and the Xxxxx Entities that it will not assign to third parties unaffiliated with BRS the right to designate one or more of the remaining members of the Board of Directors without the...
Directors and Voting Agreements. Each Investor and Permitted ---- ------------------------------- Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Class A Common Stock owned by him, her, or it, calling special meetings of
Directors and Voting Agreements. (a) Each Investor and Permitted Transferee shall take, at any time and from time to time, so long as BRS Investors and their Permitted Transferees together own in the aggregate more shares of Common Stock than any other single Investor, all action necessary (including voting the Common Stock or any other voting capital stock of the Company now or hereafter owned or held by such Investor or Permitted Transferee entitled to vote owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that (i) the number of directors comprising the Board of Directors of the Company shall be as BRS shall determine, and (ii) the individuals designated by BRS shall be elected to the Board of Directors of the Company. BRS shall designate Xxxxx Xxxxxx as a director so long as (i) BRS has the foregoing right to designate directors and (ii) Xxxxx Xxxxxx is serving as the chief executive officer of the Company.
Directors and Voting Agreements. 3.3. Right to Remove Certain of the Company’s Directors
Directors and Voting Agreements. Each Investor shall take, at any time and from time to time, all action necessary (including, without limitation, voting the Class A Common Stock owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of up to eight persons, determined as follows: (i) the chief executive officer of the Company; (ii) one individual designated by Sterling; (iii) up to five independent directors, who shall be designated by Sterling (to the extent permitted by applicable law as determined by Sterling in its sole discretion), subject to the right of the holders of a majority of the outstanding shares of Class A Common Stock (including any shares of Class A Common Stock held by Sterling) to veto the election of any such independent director, provided that in the event that Sterling concludes that it is unable to designate, or elects not to designate for any reason, one or more of such independent directors or the election of any such independent director is not approved by the holders of a majority of the outstanding shares of Class A Common Stock, such directorship(s) shall not be filled by the remaining members of the Company's Board of Directors but shall remain vacant until the election of a director designated by Sterling to fill such vacancy in accordance with this Section 6.2; and (iv) at all times, but only at such times, when the Board of Directors of the Company includes five independent directors determined in accordance with clause (iii) of this Section 6.2, one additional individual designated by Sterling, and provided that, notwithstanding clauses (i) through (iv) of this Section 6.2, if Sterling at any time owns of record in excess of 50% of the Class A Common Stock then outstanding, then the Board of Directors of the Company shall consist of the chief executive officer of the Company and up to seven individuals designated by Sterling in its sole discretion.
Directors and Voting Agreements. Each Investor and Permitted ------------------------------- Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Common Stock owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of at least five persons (with the exact number to be determined by BRS from time to time) as follows: (a) prior to the third anniversary of the Closing Date, Xxxxxxx X. Xxxxxxxxxx (who during such time period shall also be a Co-Chairman of the Board of Directors of the Company), so long as he is a stockholder of the Company, Xxxxx X. Xxxx (who during such time period shall also be a Co-Chairman of the Board of Directors of the Company), so long as he is a stockholder of the Company, and the balance of the members designated by BRS; and (b) on and after the third anniversary of the Closing Date, one individual designated jointly by Xxxxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxx (but only so long as Messrs. Xxxxxxxxxx and Flax together then own or have voting power over 16-2/3% or more of the then outstanding Common Stock of the Company) and the balance of the members designated by BRS.
Directors and Voting Agreements. (a) Each Investor shall take, at any time and from time to time, all action necessary (including, without limitation, voting the Class A Common Stock owned by such Investor, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of up to five persons, determined as follows: (i) two individuals designated by Xxxxxxx (the "Xxxxxxx Designees"); (ii) two individuals designated by 399 Venture (the "399 Venture Designees"); and (iii) one individual (the "Independent Director") designated by the vote of a majority of the other four directors. The initial directors named pursuant to this Section 6.2 shall be: Designator Director Xxxxxxx Xxxxxxx Xxxxxxxx X. Xxxxx 399 Venture Xxxxxx X. XxXxxxxxxx
Directors and Voting Agreements. Each Investor and Permitted Transferee agrees that it shall take, at any time and from time to time, all action necessary
Directors and Voting Agreements. Subject to Sections 5, 6 and 7 hereof, Investor agrees that until the second anniversary of the Closing Date it will vote all shares owned by it (including executing and delivering written consents) for the following individuals as directors of the Surviving Corporation: (a) Auth, who will serve as Chairman of the Board of Directors of the Surviving Corporation, and (b) Lewix, xxt only so long as he and his Controlled Affiliates collectively own (beneficially and of record) at least 25% of the shares of ITI Common Stock collectively owned by him and his Controlled Affiliates on the date hereof. As used herein, "Controlled Affiliate" means MLGA, MLGAL Partners, L.P., John X. Xxxxxx xxx Sangxxx Xxx.
