MAJORITY DIRECTORS Clause Samples

MAJORITY DIRECTORS. (i) In the event that any Remedy Event shall occur, then, upon notice to the Corporation given by the holders of two-thirds of the outstanding Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock, taken together as a single class (a "REMEDY NOTICE"), the number of directors shall be increased as provided in Section 3(b)(2)(ii) and the holders of Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock, voting together as a single, separate class, weighted among the Class A Preferred Stock, the Class B Preferred Stock, the Class C Preferred Stock and the Class D Preferred Stock according to their respective Proportionate Voting Shares, shall become entitled to elect a majority of the Board of Directors of the Corporation until any such Remedy Event shall have been rectified or cured to the written satisfaction of the holders of two-thirds of the outstanding Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock, taken together as a single class, whereupon such right of the holders of the Class B Preferred Stock to elect a majority of the Board of Directors of the Corporation (together with holders of Class A Preferred Stock, Class C Preferred Stock, and Class D Preferred Stock to the extent provided above) shall cease, and the maximum number of directors shall be reduced to the number in effect immediately prior to such Remedy Notice, subject to being again revived from time to time upon the reoccurrence of the conditions above described. (ii) Immediately upon receipt by the Corporation of a Remedy Notice pursuant to Section 3(b)(2)(i) above, the number of directors of the Corporation shall automatically be increased to the minimum number sufficient to permit the election of additional directors so that after such election a majority of directors will have been elected by the holders of the Class B Preferred Stock (together with holders of Class A Preferred Stock, Class C Preferred Stock and Class D Preferred Stock to the extent provided above). Upon such increase, the directors of the Corporation shall thereupon be divided into classes. One class shall consist of a number of directors equal to a majority of all the directors and shall be elected solely by the holders of Class B Preferred Stock (together with holders of Class A Preferred Stock, Class C Preferred Stock and Class D Preferred Stock to the extent provided ...