Board Representation Rights. The Company shall take all corporate action necessary to provide the Purchaser with the benefit of the Company Board representation rights set forth in the Preferred Stock Certificate of Designation.
Board Representation Rights. (a) Prior to the Effective Time, Company Y shall organize a meeting of the Company Y Board for the purpose of appointing to the Company Y Board as a director (i) Xx. Xxxx Xxx Xxxx, who, subject to Section 6.13(b), shall be entitled to serve as a director on the Company Y Board for a term of one year, and (ii) Mr. Jixun Foo, who, subject to Section 6.13(b), shall be entitled to serve as a director on the Company Y Board until his resignation or the designation of his successor by GGV II Delaware L.L.C. The Company Y Board shall cause any successor so designated by GGV II Delaware L.L.C. to be appointed to the Company Y Board as a director.
Board Representation Rights. 12 5.8. Confidential Treatment of Confidential Information ................................ 12 5.9.
Board Representation Rights. If and for so long as an Event of Default shall have occurred and be continuing, upon the written request of King, the Company shall take all corporate action necessary to increase by one the total number of directors then constituting the entire Board of Directors and to cause one individual designated by King to be appointed to the Board of Directors by the directors then in office and to cause such designee of King to be nominated for election and reelection at any annual or special meeting of the Company's stockholders. Whenever such Event of Default shall have terminated or been waived, the right of King to have such individual appointed and nominated for election and reelection to the Board of Directors shall cease (but subject always to the same provisions for King's exercise of its rights under this Section 7.3 in the case of any subsequent Event of Default), and the term of service on the Board of Directors of such individual designated by King shall forthwith terminate. King shall continue to have the Board Observer rights set forth in Section 7.2 during any period in which it exercises its rights under this Section 7.3.
Board Representation Rights. If all of the Class B Common Stock has been converted into Class A Common Stock, so long as NBC or its Affiliates Beneficially Own in the aggregate at least 5% of the Total Current Voting Power of the Company, NBC shall have the right to designate as nominees for election to the Board of Directors, commencing with the first meeting of stockholders following the conversion of the shares of Class B Common Stock of the Company into shares of Class A Common Stock of the Company pursuant to the Certificate of Incorporation, that number of persons equal to the greater of (i) one, or (ii) that number determined by multiplying the then current number of directors of the Company by the percentage of Total Current Voting Power then owned by NBC and its Affiliates, but which number shall at all times be less than a majority of the total number of members of the Board of Directors of the Company unless NBC and its Affiliates Beneficially Own a majority of the Total Current Voting Power of the Company. If the calculation set forth in clause (ii) of the preceding sentence results in other than a whole number, NBC shall be permitted to designate the nearest whole number of person(s) as designee(s). The Company shall, subject to the fiduciary duties of the directors of the Company, include in the slate of nominees recommended by the Company's management to stockholders for election as directors of the Company such designee(s)
Board Representation Rights. Prior to the closing of the Restructuring but after the execution of the Restructuring Agreement by at least 75% of Consenting Noteholders, Consenting Noteholders shall have the right to appoint one member to the Company’s Board to monitor the Restructuring and Restructuring Steps, as is more particularized in the Restructuring Agreement to which this Term Sheet shall be annexed. The Noteholders’ Board representative shall be required to approve any material corporate actions proposed to be taken by the Company or any subsidiary that is not in accordance with this Term Sheet or the Restructuring Agreement. The Noteholders’ Board representative shall be entitled to serve on any committee of the Board, and shall also have a veto on actions proposed by any such committee. The Principal Shareholders agree to approve any consequential amendments to the Company’s Articles of Association which may be required to make such veto rights effective in accordance with applicable Dutch laws (if any), prior to the closing of the Restructuring. By the close of the Restructuring, the shareholders of the Company shall elect a new Board (the “New Board”). The New Board shall comprise seven directors in total. The Ad Hoc Committee (or its successors) shall appoint three directors to the New Board from among four nominees whose identities shall be provided to the Principal Shareholders for their selection. The Principal Shareholders shall appoint three directors to the New Board from among four nominees whose identities shall be provided to the Ad Hoc Committee (or its successors) for their selection. One director shall be appointed to the New Board jointly by both the Principal Shareholders and by the Ad Hoc Committee (or its successors) from among the present members of the Company’s management. Upon the closing of the Restructuring, Xx. Xxxxxxxxx Xxxxxxxxx will be elected as Chairman of the New Board. Following the expiry of six (6) calendar months after the appointment of the New Board, an election will be held for a new Chairman. All members of the New Board shall then be entitled to stand for the position of Chairman, save that each New Board member shall not be entitled to vote for his own election to that position. This structure of the New Board shall remain in place until the later of the Exercise Period or other valid resolution of shareholders voting at a shareholders meeting, convened and conducted in accordance with Dutch law. The Ad Hoc Committee and the Princip...
Board Representation Rights. 21 Section 8.
Board Representation Rights. Further to (and, for so long as such certificates remain outstanding and effective, and not in duplication of) Section 19 of the Series A-1 Certificate and the Series A-2 Certificate:
Board Representation Rights. The Approved Holders shall be entitled to the rights set forth in Section 19 of the Series A-1 Certificate of Designations, if and as applicable, even if such Series A-1 Certificate of Designations is then no longer in effect.
Board Representation Rights. Pursuant to the Merger Agreement, prior to the effective time of the Merger, Youku shall organize a meeting of the Youku Board for the purpose of appointing to the Youku Board as a director (1) Xx. Xxxx Xxx Xxxx, chairman of the Tudou Board and Xxxxx's chief executive officer, who, subject to the paragraph below, shall be entitled to serve as a director on the Youku Board for a term of one year, and (2) Mr. Xxxxx Xxx, who, subject to the paragraph below, shall be entitled to serve as a director on the Youku Board until his resignation or the designation of his successor by GGV II Delaware L.L.C., a principal shareholder of Tudou. The Youku Board shall cause any successor so designated by GGV II Delaware L.L.C. to be appointed to the Youku Board as a director. Notwithstanding anything in the preceding paragraph to the contrary, at such time after the effective time of the Merger as the Tudou Principal Shareholders beneficially own, in the aggregate, less than 5% of the total issued and outstanding Youku shares on a fully diluted basis for the first time, (1) the board representation rights discussed in the preceding paragraph shall immediately terminate and upon the request of the Youku Board, Xx. Xxxx Xxx Xxxx and/or Mr. Jixun Foo shall tender his respective resignation from the Youku Board and (2) Xxxxx may remove Xx. Xxxx and/or Mr. Xxx from the Youku Board pursuant to its then effective articles of association.
