Res 2015-139/Lyft TNC - Laserfiche WebLink

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(i) The holders of shares of Series E Preferred Stock shall be entitled, voting separately as a single class, to elect one director of this Corporation (the "Series E Director") at each meeting or pursuant to written consent of this Corporation's stockholders for the election of directors, to remove from office such director, to fill any vacancy caused by the resignation or death of such director and to fill any vacancy caused by the removal of such director. (ii) The holders of shares of Series C Preferred Stock shall be entitled, voting separately as a single class, to elect one director of this Corporation (the "Series C Director") at each meeting or pursuant to written consent of this Corporation's stockholders for the election of directors, to remove from office such director, to fill any vacancy caused by the resignation or death of such director and to fill any vacancy caused by the removal of such director. (iii) The holders of shares of Series B Preferred Stock shall be entitled, voting separately as a single class, to elect one director of this Corporation (the "Series B )[Director," and together with the Series C Director and the Series E Director, the "Preferred Directors") at each meeting or pursuant to written consent of this Corporation's stockholders for the election of directors, to remove from office such director, to fill any vacancy caused by the resignation or death of such director and to fill any vacancy caused by the removal of such director. (iv) The holders of shares of Common Stock shall be entitled, voting separately as a single class, to elect three directors of this Corporation at each meeting or pursuant to written consent of this Corporation's stockholders for the election of directors, and to remove from office such directors, to fill any vacancy caused by the resignation or death of such directors and to fill any vacancy caused by the removal of any such directors. (v) The holders of shares of Common Stock and Preferred Stock shall be entitled, each voting as a separate class on an as- converted basis, to elect any remaining directors of this Corporation at each meeting or pursuant to written consent of this Corporation's stockholders for the election of directors, and to remove from office such directors to fill any vacancy caused by the resignation or death of such director and to fill any vacancy caused by the removal of any such director. (vi) No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, Section 2115 of the California General Corporation Law ( "CGCL ") purports to apply to the Corporation. During such time or times that Section 2115(b) of the CGCL purports to apply to the Corporation, every stockholder entitled to vote at an election for directors may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder's shares are otherwise entitled, or distribute the stockholder's votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder's votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention to cumulate such stockholder's votes. if any 13