MNG Board Composition Sample Clauses

MNG Board Composition. (a) Each Class A Shareholder covenants and agrees to vote all of his, her or its shares of Class A Common Stock, whether now owned or hereafter acquired or which such Class A Shareholder may be empowered to vote, from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders MNG’s Board of Directors shall consist of an even number of directors and (A) fifty percent (50%) of directors then serving on MNG’s Board of Directors (exclusive of up to three (3) independent directors) shall be individuals designated by the S▇▇▇▇▇▇▇▇ Shareholders, and (B) fifty percent (50%) of directors then serving on MNG’s Board of Directors (exclusive of up to three (3) independent directors) shall be individuals designated by the S▇▇▇▇▇▇ Shareholders. (b) Each Class A Shareholder also covenants and agrees to vote all of his, her or its shares of Class A Common Stock, whether now owned or hereafter acquired or which such Class A Shareholder may be empowered to vote, from time to time and at all times in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to Section 7.03(a) hereof (other than independent directors) may be removed from office unless such removal is directed or approved by the Class A Shareholders entitled under Section 7.03(a) to designate that director and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 7.03(a) (other than independent directors) shall be filled pursuant to the provisions of Section 7.03(a). Each Class A Shareholder agrees to execute any written consents required to effectuate the obligations of this Agreement, and MNG agrees at the request of any party entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.