Outside Directors Clause Samples

Outside Directors. 41 Parent......................................................................... 1

Outside Directors. Any director who is not and has not been an officer of the Company (an Outside Director) shall not be nominated for re-election as a director at the next annual meeting following either (i) fifteen years service as a director or (ii) the director's seventieth birthday. At the time an Outside Director retires from or changes the principal occupation engaged in when initially elected as a director, he or she shall notify the Nominating Committee of his or her change of position together with an indication of whether or not he or she is willing to stand for election as a director at the next annual meeting; thereafter the Nominating Committee at

Outside Directors. Unless and until all of the outstanding Capital Stock of the Company is owned by Stockholder or Stockholder no longer holds any equity of the Company, there will at all times be at least three directors on the Board of Directors who are Independent ("Outside Directors") of both the Company and Stockholder. Stockholder shall perform its obligations under this Article II by voting its Shares, and directing the directors which it is entitled to nominate by virtue of owning the Series A Preferred Stock to act, accordingly.

Outside Directors. Two representatives designated by mutual agreement of the Series B-1 Directors, Series B-2 Directors and Series B-3 Director, neither of whom shall be an employee of the Company or any of the Investors, one of who initially shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and one of which seats shall initially be vacant; and

Outside Directors. The following is a list of the Outside Directors. Unless otherwise indicated, the address for each Outside Director shall be the address shown for the Outside Directors below.

Outside Directors. The Investors shall vote or act with respect to the Investors' Shares so as to always elect one (1) designee nominated by the holders of a majority of the outstanding shares of Common Stock held by the Founders and reasonably approved by the holders of at least seventy-five (75%) of the outstanding shares of Preferred Stock held by the Investors as a director of the Company. In the event, but only for as long as, the Founders and Investors cannot agree as to such director, the Investors shall vote or act with respect to the Investors' Shares so as to leave one vacancy on the Board.

Outside Directors. The Investors shall vote or act with respect to the Investors' Shares so as to always elect two (2) designees nominated by the holders of a majority of the outstanding shares of Common Stock held by the Founders and reasonably approved by the holders of at least 75% of the outstanding shares of Preferred Stock held by Investors as directors of the Company. In the event, but only for so long as, the Founders and Investors cannot agree as to one or both of such directors, the Founders shall vote or act with respect to the Founders' Shares so as to leave one or both vacancies on the Board. As of the date hereof, the outside directors shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇. 3. The Voting Agreement is amended in accordance with Section 7 thereof. 4. Except as specifically amended herein, the Voting Agreement shall remain in full force and effect in accordance with its terms. 5. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute on agreement, and the signatures of any party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. [SIGNATURE PAGES FOLLOW.]

Outside Directors. Up to two representatives designated by unanimous consent of all other Directors; provided, that no current or former officer or employee of the Company or any affiliate of the Company, or a current or former officer or employee of the Company shall be designated as an outside director.

Outside Directors. In the event of the resignation or termination of an Outside Director for any reason whatsoever, the Borrower shall engage a replacement Outside Director who is acceptable to the Administrative Agent and the Required Lenders within two (2) Business Days after such resignation or termination, or such longer period as the Administrative Agent shall reasonably agree.