Agreement to Vote for Directors. The Company hereby agrees to take such actions as are necessary, and each of the other parties hereto agrees to vote his, her or its Covenant Preferred Shares (and any other shares of the Capital Stock of the Company over which he, she or it exercises voting control), and take such other actions as are necessary, so as to elect and thereafter continue in office as Directors of the Company (i) two nominees of the
Agreement to Vote for Directors. The Founding Stockholders agree to vote all shares of Class A Common Stock now or hereafter owned by them, or that they have the right to vote (the "Voting Shares"), at any regular or special meeting of stockholders of the Corporation, or in lieu of any such meeting, to give their written consent, to the election or removal of Directors of the Corporation so as to elect Directors in accordance with the provisions of Section 2.1. The Founding Stockholders agree to vote their Voting Shares for the removal (including removal without cause) of any Director (and for the replacement of such Director pursuant to Section 2.1(c)) upon receipt of written instructions requesting such action from a Founding Stockholder entitled to designate such Director; provided that a replacement Director shall have been concurrently designated by such Founding Stockholder entitled to designate the replacement Director and such replacement Director shall be elected to the Board of Directors concurrently with the vote for removal of the Director proposed to be replaced.
Agreement to Vote for Directors. (a) If, pursuant to the Restated Certificate, the Class B Stockholders are authorized to vote on a proposal to elect one or more Investor Directors (as defined in the Corporate Governance Agreement) presented at any meeting of stockholders of the Company, the Class B Stockholders shall vote each share of Subject Common Stock as to which they hold voting power in favor of the election of any Investor Director at such meeting and any adjournment thereof.
Agreement to Vote for Directors. 3.1 Each of the Parties hereby agrees to vote, either in person of by its nominee or proxy, all Ordinary Shares beneficially owned, directly or indirectly, by such Party on the date hereof or hereafter acquired, at a regular or special meeting of the Company's shareholders (or by written consent) at which the directors ("Directors") of the Company's board of directors (the "Board") are to be elected, in favor of a slate of directors consisting of: (i) one nominee of the New Shareholder to the Board, and (ii) as many other representatives that such Selling Shareholders shall unanimously indicate (but in no event less then the number and identity of representatives as they have immediately prior to the IPO). The Parties further agree to cause the existing Board, and future Boards, to nominate for election such persons in any proxy statement and written ballot sent to the shareholders of the Company in connection with such election or meeting.
Agreement to Vote for Directors. Each Stockholder agrees to vote, in person or by proxy, or to act by written consent (if applicable) with respect to, all Covered Shares owned by it (i) to cause the election of the CEO Director and each of the Family Designee, the CDR Designee, the Exor Designee, the TPG Designees and the Other Directors when nominated for election to the Board and to take all other steps within such Stockholder’s power to ensure that the composition of the Board is as set forth in this Section 2.1 and (ii) to reject or otherwise disapprove any merger, consolidation or sale of substantially all the assets of the Company not approved in the manner required by Section 2.2.
Agreement to Vote for Directors. 17 SECTION 3.02. Agreement of Voting Parties to Vote.............................................19 SECTION 3.03. Specification of Designees......................................................20 SECTION 3.04. Covenant of Company.............................................................20 SECTION 3.05. Stock Splits, Stock Dividends, Etc..............................................20 SECTION 3.06. Committees......................................................................20
Agreement to Vote for Directors. (a) Each of the MSDW Shareholders, FERSA, TDCGL and John X. Xxxxxxx (xxllectively referred to herein as the "VOTING PARTIES") agree to vote all of their shares of the Company's Voting Capital Stock now or hereafter owned by them, or that they have the right to vote (the "VOTING SHARES"), at any regular or special meeting of stockholders of the Company, or in lieu of any such meeting, to give their written consent, in the election or removal of directors of the Company so as to elect, one person designated by MSLEF (the "MSLEF DESIGNEE"), one person designated by MSCP (the "MSCP DESIGNEE"), one person designated by MSVCF II (the "MSVCF II DESIGNEE"), one person designated by MSVCF (the "MSVCF DESIGNEE"), and at the direction of the MSDW Shareholders, up to that number of designees of the MSDW Shareholders ("MSDW DESIGNEES") that will result in the MSDW Designees constituting such percentage of the members of the Board of Directors of the Company as the MSDW Shareholders shall be entitled to designate in accordance with subsection 3.01(c) hereof. The Voting Parties agree to vote their Voting Shares for the removal (including removal for no cause) of any director upon instructions to that effect from the party who designated such director, provided a replacement is concurrently designated by such party and elected.
Agreement to Vote for Directors. For so long as Buyer has the right to nominate any Buyer Designees, Buyer agrees to vote, in person or by proxy, or to act by written consent (if applicable) with respect to, all shares of Common Stock owned by it to cause the election of all of the directors nominated by the Nominating and Corporate Governance Committee when nominated for election to the Board.
Agreement to Vote for Directors. The Stockholders agree to vote all shares of Common Stock held by them in favor of the persons designated pursuant to Sections 4.1 and 4.2 hereof. The failure of any Stockholder entitled to designate nominees pursuant to Sections 4.1 or 4.2 hereof to fully exercise its respective designation rights shall not constitute a waiver or diminution of such rights, nor shall it prevent such Stockholder from fully exercising such rights prospectively. Should a person designated pursuant to Section 4.1 or 4.2 hereof be unwilling or unable to serve, or otherwise cease to serve (including by means of removal in accordance with the following sentence), the Stockholders who originally nominated such director pursuant to Sections 4.1 or 4.2 shall be entitled to designate any replacement director. If the Apollo Stockholders propose to remove any director designated by them, or if the Blackstone Stockholders propose to remove any director designated by them, the Stockholders agree to cooperate in, and vote all shares of Common Stock held by them in support of, such removal and any resulting vacancy shall be filled in accordance with the preceding sentence. The Stockholders agree not to take any action to remove, with or without cause, any director other than in accordance with the foregoing.
Agreement to Vote for Directors. Each Investor agrees to vote, in person or by proxy, all its shares of Common Stock, or to execute a written consent in respect of all such shares of Common Stock, as the case may be, in favor of the CEP Nominees and the MS Nominees for election to the Company Board and take all other necessary action (including causing the Company to call a special meeting of Stockholders) in order to ensure that the composition of the Company Board is as set forth in this Section.
