Common use of Subsidiary Governance Clause in Contracts

Subsidiary Governance. The Company and each Stockholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any NPTest Foreign Subsidiary and any NPTest Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2, including paragraph (d) of Section 2.04. Each Stockholder agrees to vote its Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.06 in respect of any Subsidiary of the Company.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Nptest Holding Corp), Stockholders’ Agreement (Nptest Holding Corp)

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Subsidiary Governance. The Company and each Stockholder Shareholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any NPTest AMI Foreign Subsidiary and any NPTest AMI Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2, including paragraph (d) of Section 2.04. Each Stockholder Shareholder agrees to vote its Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.06 in respect of any Subsidiary of the Company.

Appears in 2 contracts

Samples: Shareholders' Agreement (Amis Holdings Inc), Shareholders' Agreement (Amis Holdings Inc)

Subsidiary Governance. The Company and each Stockholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any NPTest Foreign Subsidiary and any NPTest Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 hereof and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2, including paragraph (dSection 2.04(d) of Section 2.042.04 hereof. Each Stockholder agrees to vote its Common Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.06 in respect of any Subsidiary of the Company.

Appears in 1 contract

Samples: Stockholders' Agreement (Ultra Clean Holdings Inc)

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Subsidiary Governance. The Company and each Stockholder Shareholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any NPTest Foreign Subsidiary and any NPTest Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 hereof and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2, including paragraph (dSection 2.04(d) of Section 2.042.04 hereof. Each Stockholder Shareholder agrees to vote its Ordinary Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.06 in respect of any Subsidiary of the Company.

Appears in 1 contract

Samples: Shareholders’ Agreement (SMART Modular Technologies (DE), Inc.)

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