Board of Directors Voting Sample Clauses

Board of Directors Voting. So long as at least 1,000,000 shares of Preferred Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares occurring after the date hereof) remain outstanding, each Initial Stockholder and Investor hereby agrees to vote all shares of the Company’s capital stock now or hereafter directly or indirectly owned (of record or beneficially) by such Initial Stockholder or Investor and otherwise to take such action as shall be necessary to: (a) elect and appoint to the Board of Directors of the Company the following persons: (i) three (3) individuals designated by the holders of a majority of the outstanding shares of Preferred Stock, voting as a single class, one (1) of which shall be the designee of ▇▇▇▇▇ ▇▇▇▇▇ Fund VII, L.P. (“SRF”) for so long as SRF and its Affiliates hold not less than 2,000,000 shares of Preferred Stock in the aggregate (as adjusted for any stock dividends, combinations or splits with respect to such shares occurring after the date hereof), and one (1) of which shall be the designee of Communications Ventures IV, L.P. (“ComVen”) for so long as ComVen and its affiliates hold not less than 2,000,000 shares of Preferred Stock in the aggregate (as adjusted for any stock dividends, combinations or splits with respect to such shares occurring after the date hereof); and (ii) two (2) individuals designated by the holders of a majority of the outstanding shares of Common Stock, voting as a class, one (1) of which shall be the then-current Chief Executive Officer of the Company and one (1) of which shall be the designee of the holders of a majority of the outstanding shares of Common Stock held by persons and entities whose shares of Common Stock were not issued by reason of the conversion of any series of the Company’s Preferred Stock, voting as a class; (b) ensure that in the event the number of authorized directors is increased beyond five (5), the persons filling any newly-created seats shall be approved by both the holders of a majority of the outstanding Common Stock, voting as a class, and the holders of a majority of the Preferred Stock, voting as a class; (c) allow for Enterprise Development Fund II, Limited Partnership (“EDF”) to have an observer attend all meetings of the Board of Directors for so long as EDF and its Affiliates hold not less than 700,000 shares of Preferred Stock in the aggregate (as adjusted for any stock dividends, combinations or splits with respect to such shares occurring after th...

Board of Directors Voting. Composition of the Board. From and after the effectiveness of this Agreement and until the provisions of this Section 7 cease to be effective, each Stockholder shall vote all of his, her or its Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control (whether at a stockholders' meeting which has been duly called, or if so requested by the Required Controlling Holder(s), by written consent) and shall take all other necessary or desirable actions within his, her or its control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that:

Board of Directors Voting. Composition of the Board and Other Matters. From and after the effectiveness of this Agreement and until the provisions of this Section 8 cease to be effective, each Investor shall vote (whether at a shareholders' meeting which has been duly called or, if so requested by any Investor(s) entitled pursuant to this Section 8 to designate a person as a director, by written consent) all of his, her or its Investor Shares and any other voting securities of the Company over which such Investor has voting control and shall take all other necessary or desirable actions within his, her or its control (whether in the capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that (subject to Section 8C below):

Board of Directors Voting. (a) The Board of Directors of --------------------------- the Company shall be composed of seven directors. The number of Directors constituting the Company's Board of Directors shall not be changed until the earlier to occur of (x) the consummation of a Qualified Public Offering, (y) such time as any Person acquires at least 90% of the issued and outstanding Common Stock and (z) the fifth anniversary of the Closing Date; provided that the Board of Directors, by a unanimous vote of each Continuing Director and each Director who is a designee of Purchasers pursuant to Section 8.1, may alter the size of the Board of Directors. (b) At all times after the Closing Date, the Company agrees to support the nomination of, and the Company's nominating committee (or any other committee exercising a similar function), if any, shall recommend to the Board of Directors that a number of Persons recommended by Purchasers be included in the slate of nominees recommended by the Board of Directors to shareholders for election as Directors at each annual meeting of shareholders of the Company commencing with the next annual meeting of shareholders so that the number of Directors who are designees of the Purchaser will be as follows: (a) so long as Purchasers collectively own equal to or greater than 30% of the outstanding Common Stock, three Persons; (b) so long as Purchasers collectively own equal to or greater than 15% of the outstanding Common Stock and less than 30% of the Common Stock, two Persons; (c) so long as Purchasers collectively own equal to or greater than 5% of the outstanding Common Stock and less than 15% of the outstanding Common Stock, one Person. The Company will solicit proxies and consents from its shareholders for such nominees and will vote all management proxies in favor of such nominees except for such proxies that specifically indicate to the contrary. If any Director of the Company designated by any Purchaser shall cease to be a Director of the Company for any reason whatsoever, the Company shall promptly, upon the request of Purchasers, cause to be elected to the Board of Directors, a Person designated by Purchasers to replace such director; provided that, such Person may not be a Person who was previously -------- removed as a Director of the Company for Cause. (c) Prior to the third anniversary of the Closing Date, no Purchaser shall, (x) without the written consent of a majority of the Continuing Directors, seek to elect or cause to be elected ...

Board of Directors Voting. Each Director will have one (1) vote on issues that come before the Board of Directors. 5.5.1 Board of Directors Majority and M&O Component Voting. The following Board of Directors actions require both (i) a majority vote of the Board of Directors and

Board of Directors Voting. (a) Initial Board of Directors. As of the date hereof, the Board will -------------------------- consist of those individuals set forth on Exhibit C hereto.

Board of Directors Voting. BOARD SIZE. At all meetings (and written consents in lieu of meetings) of stockholders of the Company, each Stockholder shall vote all of such Stockholder's Stock and other securities entitled to vote in respect of the election of the directors of the Company and take all other actions as may be necessary to cause the number of directors on the Board to be not less than nine (9) directors.

Board of Directors Voting. (a) From and after the date of this Agreement and until the provisions of this Section 1 cease to be effective, each holder of Stockholder Shares shall vote all of his or its Stockholder Shares which are voting shares and any other voting securities of the Company over which such holder has voting control and shall take all other necessary or desirable actions within his or its control as a stockholder (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Company’s board of directors (the “Board”) shall initially consist of four (4) directors and may be increased to such other number as the Investor Majority shall determine from time to time; provided that, except as otherwise provided herein, the number of directors shall not be less than four (4) directors; (ii) the following persons shall be elected to the Board: (A) one (1) representative designated by Fund VIII, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and up to one (1) additional representative designated by Fund VIII at its sole discretion (collectively, the “Fund VIII Directors”); (B) one (1) representative designated by Fund VIII/B (the “Fund VIII/B Director” and, collectively with the Fund VIII Directors, the “Investor Directors”), who initially shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; (C) the Company’s chief executive officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and the Company’s president, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Executive Directors”); (D) any additional representatives designated by the Investor Majority after consultation with the Executive Directors (the “Additional Directors” and, together with the Investor Directors and the Executive Directors, the “Directors”), provided that no Additional Director shall be a member of the Company’s management or an employee or officer of the Company or its Subsidiaries, and provided further that if the Investor Majority and the Executive Directors are unable to agree on an Additional Director within 10 days after the date specified by the Investor Majority for electing such Additional Director, then the Investor Majority shall in its sole discretion, designate the Additional Directors; (iii) the composition of...

Board of Directors Voting