Right to Elect Directors. Whenever dividends that have become due and payable in cash under Section 3 on the Series A Preferred Stock are in arrears, or the Redemption Price (whether mandatory or optional) has not been paid in full when due, or an Event of Default (as hereinafter defined), has occurred (A) the number of members of the Board of Directors of the corporation shall be increased by two, effective as of the time of election of such directors as hereinafter provided, and (B) the holders of the Series A Preferred Stock (voting separately as a class) shall have the exclusive right (the "DEFAULT RIGHT") to vote for and elect such two additional directors of the corporation at any meeting of stockholders of the corporation at which directors are to be elected held during the period such dividends remain in arrears or such redemption price has not been paid in full. The holders of the Series A Preferred Stock shall have this Default Right until (x) payment in full of all accrued and unpaid dividends on the Series A Preferred Stock has been made, (y) payment in full of any Redemption Price which has become due has been made or (z) the date on which such Event of Default has ceased to be continuing. An "EVENT OF Default" shall be deemed to occur if: (i) a default occurs under any bond, debenture, note or other evidence of indebtedness, whether or not contingent, for borrowed money ("INDEBTEDNESS") by the corporation or any Restricted Subsidiary (as defined in the Indenture dated as of June 28, 1996, as amended, relating to the corporation's 12% Senior Subordinated Notes due 2006, the "INDENTURE"), which default has resulted in such at least $5.0 million aggregate principal amount of Indebtedness becoming or being declared payable prior to the date on which it would otherwise have been due and payable, without such Indebtedness having been discharged, such acceleration having been rescinded or annulled or there having been deposited in trust a sum of money sufficient to discharge in full such Indebtedness; or (ii) the corporation or any of its Subsidiaries (as defined in the Indenture) fails to pay any principal or interest when due with respect to any Indebtedness for money borrowed (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing such Indebtedness, has expired, and the amount of such Indebtedness, together ...
Right to Elect Directors. So long as any shares of Convertible Preferred Stock are outstanding, the minimum number of directors on the Board of Directors shall be eleven. The Holders shall be entitled to vote together as a class to elect four directors of the Corporation (the "Preferred Directors"); provided at least 112,000 shares of the Convertible Preferred Stock remain outstanding. In the event that (i) fewer than 112,000 shares and 75,000 or more shares of Convertible Preferred Stock are outstanding, the Holders shall be entitled to elect three Preferred Directors, (ii) fewer than 75,000 shares and 37,500 or more shares of Convertible Preferred Stock are outstanding, the Holders shall be entitled to elect two Preferred Directors, (iii) fewer than 37,500 shares and 7,500 or more shares of Convertible Preferred Stock are outstanding, the Holders shall be entitled to elect one Preferred Director and (iv) fewer than 7,500 shares of Convertible Preferred Stock are outstanding, the Holders shall not be entitled to elect any Preferred Directors.
Right to Elect Directors. Section 15(a) of the Original Agreement is hereby amended and restated in its entirety to read:
Right to Elect Directors. If at any time or from time to time any Distributions payable on the Preferred Securities are in arrears for six quarterly periods, then the Holders of Preferred Securities, voting separately as a class, will be entitled to elect two directors, as a special class of directors (the "Preferred Directors"), to the Guarantor's Board of Directors at the next special or annual meeting of the shareholders of the Guarantor. The Preferred Directors shall serve one-year terms on the Guarantor's Board of Directors, commencing on the date of their election and shall be eligible for re-election for an unlimited number of one year terms; provided, however, that such terms shall immediately terminate upon the Guarantor curing the arrearage described in this Section 5.8 by paying or depositing with the Trustee a sum sufficient to pay all such arrearages. The Guarantor and the Trust agree that the election of the Preferred Directors and any related proxy solicitation shall be governed by, to the extent applicable, the laws of the State of Kansas, federal laws and the Securities Exchange Commission's Rules and Regulations as in effect at the time of any such election and solicitation.
Right to Elect Directors. If dividends on the shares of Series A Preferred Stock shall not have been paid for six Dividend Periods the authorized number of directors of the Company shall thereupon be increased by two. Subject to compliance with any requirement for regulatory approval of (or non-objection to) persons serving as directors, the holders of shares of Series A Preferred Stock, voting together as a class with the holders of any other stock constituting Parity Stock as to dividends and upon which the same voting rights as those of the Series A Preferred Stock have been conferred and are irrevocable, shall have the exclusive right to elect the two additional directors at the Company's next annual meeting of shareholders and at each subsequent annual meeting until dividends have been paid or declared on the Series A Preferred Stock and set apart for payment for four consecutive Dividend Periods. Such directors shall be deemed to be in a class separate from the classes of directors established by Article Six of the Certificate of Incorporation of the Company. The term of such directors elected thereby shall terminate upon the payment or the declaration and setting aside for payment of full dividends on the Series A Preferred Stock for four consecutive Dividend Periods. X.
Right to Elect Directors. If dividends on the shares of Series ------------------------ 1997-A Preferred Stock shall not have been paid for six Dividend Periods the authorized number of directors of the savings bank shall thereupon be increased by two. Subject to compliance with any requirement for regulatory approval of (or non-objection to) persons serving as directors, the holders of shares of Series 1997-A Preferred Stock, voting together as a class with the holders of any other stock constituting Parity Stock as to dividends and upon which the same voting rights as those of the Series 1997-A Preferred Stock have been conferred and are irrevocable, shall have the exclusive right, but shall not be obligated, to elect the two additional directors at the savings bank's next annual meeting of shareholders and at each subsequent annual meeting until dividends have been paid or declared on the Series 1997-A Preferred Stock and set apart for payment for four consecutive Dividend Periods. Such directors shall be deemed to be in a class separate from the classes of directors established by Section 8 of the charter of the savings bank. The term of such directors elected thereby shall terminate upon the payment or the declaration and setting aside for payment of full dividends on the Series 1997-A Preferred Stock for four consecutive Dividend Periods.
Right to Elect Directors. (i) For so long as the Investors who are affiliates of Softbank (the "Softbank Investors") hold a majority of the Series A Preferred ------------------ originally purchased pursuant to their respective Subscription Agreements or the shares of Class A Stock into which such Series A Preferred are convertible, the Softbank Investors will be entitled to nominate, and the Company and the directors of the Company shall use their best efforts to secure the election of, a person to serve as a director of the Company (the "Softbank Director"). The Softbank Director shall have the right to serve ----------------- on the Company's Compensation Committee or Audit Committee. Once the Softbank Investors no longer hold any of the shares of Series A Preferred originally purchased pursuant to their respective Subscription Agreements, they shall use their best efforts to secure the immediate resignation of the Softbank Director. From the Closing until the earlier to occur of either (1) 45 days from the Closing or (2) three business days before such time as the Company prints a preliminary prospectus or "red xxxxxxx" in connection with a Qualifying Public Offering, the Softbank Investors may choose to have a second observer pursuant to Section 4(i) hereof in lieu of causing the election of the Softbank Director as provided herein.
Right to Elect Directors. The Holders shall be entitled from time to time to vote together as a class to elect the number of directors of the Corporation ("Series C-1 Preferred Directors") provided in subparagraphs (A), (B) and (C) of this Section (6)(b)(i).
Right to Elect Directors. (a) From and after the date on which the Series A-2 Preferred Stock is originally issued (the "Original Issue Date"), if the Corporation shall be in arrears in the payment of any three consecutive
Right to Elect Directors. In the event that an amount equal to six quarterly dividend payments on this Series of Preferred Stock shall have accrued and be unpaid, the holders of this Series of Preferred Stock shall have the right, voting separately as a class together with holders of shares of any Parity Stock upon which like voting rights have been conferred and are exercisable ("Voting Parity Stock"), to elect two members of the Board of Directors, each member to be in addition to the then authorized number of directors, at a special meeting called by the holders of record of at least 25% of the Series C Preferred Stock or the holders of any other series of Preferred Stock so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of stockholders) or at the next annual meeting of stockholders and at each subsequent annual meeting until all dividends accumulated on this Series of Preferred Stock have been paid in full for four consecutive Dividend Periods, including the last preceding Dividend Period.
