Procedures for Appointing Directors Sample Clauses

Procedures for Appointing Directors. The following procedures shall apply to the election or appointment of directors by the holders of Convertible Preferred Shares pursuant to Section 4(c) or Section 4(d): (i) Such voting rights under Section 4(c) or Section 4(d) may be exercised initially at a special meeting of holders of Convertible Preferred Shares called pursuant to Section 4(e)(iv), at any annual meeting of stockholders or in any written consent pursuant to Section 228 of the General Corporation Law, and thereafter at annual meetings of stockholders or in such written consents, provided that neither such voting rights under Section 4(c) or Section 4(d) nor the right to increase under Section 4(e)(iii), in certain cases, the authorized number of directors shall be exercised at a meeting unless the holders of one-third in number of the Convertible Preferred Shares shall be present in person or by proxy. (ii) The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Convertible Preferred Shares of such voting rights at a meeting. (iii) In any case in which the holders of Convertible Preferred Shares shall exercise such voting rights, they shall have the right, voting as a class with one vote per share, to elect or appoint directors to fill such vacancies, if any, in the Board as may then exist, up to one director pursuant to Section 4(c) and one director pursuant to Section 4(d) or, if such right is exercised at an annual meeting, to elect that number of directors. The holders of the Convertible Preferred Shares shall also have the right to require such increase in the number of directors as shall be necessary to permit them to elect or appoint one or two directors, as the case may be. (iv) Unless the holders of the Convertible Preferred Shares have previously exercised their right to elect or appoint one or two directors, as the case may be, the Board may order, or any stockholder or stockholders owning in the aggregate not less than ten percent of the total number of Convertible Preferred Shares may request, the calling of a special meeting of the holders of Convertible Preferred Shares, which meeting shall thereupon be called by the Chairman of the Board, the President, a Vice President or the Secretary of the Corporation. (v) A meeting called pursuant to Section 4(e)(iv) shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days afte...