Common use of Board Changes Clause in Contracts

Board Changes. The following actions shall be effective immediately following the tenth (10th) day after the Company distributes to its shareholders the Section 14(f) Statement: 3.1 The number of directors constituting the Board shall be increased to eight (8) in accordance with Section 3.2 of the Bylaws of the Company and one of the newly created vacancies shall be assigned to Class II and the other newly created vacancy shall be assigned to Class III in accordance with Article IX of the Company’s Restated Articles of Incorporation. 3.2 The resignations of Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx Xxxxxx Xxxxxxx, and Xxxxxx X. Xxxxxx as members of the Board attached as Exhibits A-1 though A-4 and previously tendered to the Company shall become effective in accordance with their terms leaving Xxxxxxxx X. Xxxxxx as the sole remaining incumbent director assigned to Class III and creating four vacancies on the Board in addition to the fifth vacancy previously created by Xxxxx Xxxxxxxxx’x prior resignation as a director effective March 1, 2007 and the sixth and seventh vacancies created by the increase in the size of the Board of directors as described in Section 3.1. 3.3 Each of the seven persons identified on Exhibit B as an “Appointee” (collectively, the “Appointees”) shall be appointed, pursuant to Section 3.10 of the Bylaws of the Company and Section 16-10a-810(1)(c) of the URBCA, to fill the seven vacancies on the Board and serve as directors until the next shareholders’ meeting at which directors are elected and until their respective successors shall be duly elected and qualified, unless they resign, are removed or are otherwise disqualified from serving as a director of the Company, and each such Appointee shall serve in the class set forth next to his or her name on Exhibit B.

Board Changes. The following actions shall be effective immediately following the tenth (10th) day after the Company distributes to its shareholders the Section 14(f) Statement: 3.1 4.1 The number of directors constituting the Board shall be increased to eight (8) in accordance with Section 3.2 of the Bylaws of the Company and one of the newly created vacancies shall be assigned to Class II and the other newly created vacancy shall be assigned to Class III in accordance with Article IX of the Company’s Restated Articles of Incorporation. 3.2 4.2 The resignations of Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx Xxxxxx Xxxxxxx, and Xxxxxx X. Xxxxxx as members of the Board attached as Exhibits A-1 B-1 though A-4 B-4 and previously tendered to the Company shall become effective in accordance with their terms leaving Xxxxxxxx X. Xxxxxx as the sole remaining incumbent director assigned to Class III and creating four vacancies on the Board in addition to the fifth vacancy previously created by Xxxxx Xxxxxxxxx’x prior resignation as a director effective March 1, 2007 and the sixth and seventh vacancies created by the increase in the size of the Board of directors as described in Section 3.14.1. 3.3 4.3 Each of the seven persons identified on Exhibit B C as an “Appointee” (collectively, the “Appointees”) shall be appointed, pursuant to Section 3.10 of the Bylaws of the Company and Section 16-10a-810(1)(c) of the URBCA, to fill the seven vacancies on the Board and serve as directors until the next shareholders’ meeting at which directors are elected and until their respective successors shall be duly elected and qualified, unless they resign, are removed or are otherwise disqualified from serving as a director of the Company, and each such Appointee shall serve in the class set forth next to his or her name on Exhibit B.C.