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)
Appears in 3 contracts
Sources: Governance and Investor Rights Agreement (NBC Internet Inc), Governance and Investor Rights Agreement (NBC Internet Inc), Governance and Investor Rights Agreement (General Electric Co)