Change in Number of Directors. The Stockholders will not vote their shares of capital stock of the Company (or any such shares held in trust over which they have voting power) for any amendment or change to the Restated Certificate or Bylaws providing for the election of more or less than seven (7) directors; provided, however, that in the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is no longer the Company’s Chief Executive Officer, each Stockholder shall promptly vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, (a) to amend or amend and restate the Restated Certificate to increase the number of directors of the Company by one (1) director to eight (8) directors (such additional director, the “Founder Director or Designee”) and to provide that the holders of a majority of outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as converted basis, shall be entitled to elect such Founder Director or Designee, and (b) to ensure that such Founder Director or Designee be elected in the manner set forth in Section 1.1(f).”
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Nutanix, Inc.), Investors’ Rights Agreement (Nutanix, Inc.)
Change in Number of Directors. The Stockholders will not vote their shares of capital stock of the Company (or any such shares held in trust over which they have voting power) for any amendment or change to the Restated Certificate or Bylaws providing for the election of more or less than seven (7) directors; provided, however, that in the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is no longer the Company’s Chief Executive Officer, each Stockholder shall promptly vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, (a) to amend or amend and restate the Restated Certificate to increase the number of directors of the Company by one (1) director to eight (8) directors (such additional director, the “Founder Director or Designee”) and to provide that the holders of a majority of outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as converted basis, shall be entitled to elect such Founder Director or Designee, and (b) to ensure that such Founder Director or Designee be elected in the manner set forth in Section 1.1(f).”
7. Amendment to Section 5.3
Appears in 1 contract
Sources: Investors’ Rights Agreement