Common use of Board Nominations Clause in Contracts

Board Nominations. (a) Within two business days after the date hereof, the Company shall increase the size of the Board from eleven to twelve members and appoint Soroban Designee to the Board. The Company shall include Soroban Designee as a nominee for election to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2014 Meeting and the 2015 Meeting and shall use its reasonable efforts to cause the re-election of Soroban Designee to the Board at the 2014 Meeting and the 2015 Meeting, including by recommending that the Company’s stockholders vote in favor of Soroban Designee and otherwise supporting Soroban Designee in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees in the aggregate. Promptly after Soroban Designee’s appointment to the Board and, as a condition to Soroban Designee’s nomination for election as a director of the Company at the 2014 Meeting and the 2015 Meeting or any subsequent annual meeting, the Investor Group must provide to the Company, to the same extent as provided with respect to other nominees, such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for the inclusion of Soroban Designee on the Board’s slate of nominees for election as directors. The Company shall not be obligated pursuant to this Agreement to include Soroban Designee on the Board’s slate of nominees for election as directors at the Company’s annual meeting of stockholders for any meeting other than the 2014 Meeting and the 2015 Meeting. Soroban Designee shall not receive any form of cash or equity compensation from the Company for his service as a director of the Company. As of the appointment of Soroban Designee to the Board, subject to the terms of the Confidentiality Agreement, Xx. Xxxxxxx shall be (A) entitled to receive copies of any notices, documents and other materials and information distributed to Soroban Designee in his capacity as a member of the Board, (B) afforded the same access to information of the Company as that afforded to Soroban Designee in his capacity as a member of the Board and (C) permitted to contact or communicate with management or employees of the Company to the same extent Soroban Designee, in his capacity as a member of the Board, is permitted to contact or communicate with management or employees of the Company.

Board Nominations. Upon Closing, and for so long as the Purchaser shall continue to own at least 1,400,000 shares of common stock purchased by it on the Closing Date, the Board of Directors of the Company shall consist of nine (a9) Within two business days after members and the date hereofPurchaser shall have the right to nominate four (4) out of nine (9) members to the Board of Directors of the Company, and to effect such nominations, the parties hereby agree to the following procedure: In the event the Closing shall have taken place prior to the 1999 Annual Shareholder Meeting of the Company, the Company shall increase amend its proxy to designate for nomination to the size shareholders of the Board from eleven to twelve members and appoint Soroban Designee to the Board. The Company shall include Soroban Designee as a nominee for election to the Board on of Directors: (i) four (4) members to be designated by the slate of nominees recommended Purchaser, and (ii) five (5) members to be designated by the Board members other than the designees of the Purchaser. Within one month following the Closing, the Company shall request the resignation of Anthxxx X. Xxxxxxxx xxx the two outside Board members who have served the shortest terms in such capacity and shall take action to appoint the Company’s proxy statement four-members designated by the Purchaser, the effect of which, upon such resignations, would result in a 9-member Board with 4 members to annually be designated by the Purchaser and on its proxy card relating 5 members to annually be designated by recommendation to the 2014 Meeting shareholders of the Company by the Board members other than the designees of the Purchaser. During such time as the Purchaser's right to designate nominees to the Board pursuant to this section shall be applicable, the Company agrees to recommend to the shareholders the election of such entire slate of nominations and the 2015 Meeting and Purchaser agrees to vote their shares, in person or by proxy, for the election of such entire slate of nominations. At such time as Purchaser shall beneficially own less than 75% of the Shares, Purchaser shall use its reasonable best efforts to cause the re-election of Soroban Designee such remaining director or directors, who has or have been elected hereunder at Purchaser's designation, to the Board at the 2014 Meeting and the 2015 Meeting, including by recommending that promptly resign from the Company’s stockholders vote in favor 's Board of Soroban Designee and otherwise supporting Soroban Designee in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees in the aggregate. Promptly after Soroban Designee’s appointment to the Board and, as a condition to Soroban Designee’s nomination for election as a director of the Company at the 2014 Meeting and the 2015 Meeting or any subsequent annual meeting, the Investor Group must provide to the Company, to the same extent as provided with respect to other nominees, such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for the inclusion of Soroban Designee on the Board’s slate of nominees for election as directorsDirectors. The Company shall not be obligated agrees that so long as Purchaser is entitled pursuant to this Agreement to include Soroban Designee on the Board’s slate of nominees for election as directors at the Company’s annual meeting of stockholders for any meeting other than the 2014 Meeting and the 2015 Meeting. Soroban Designee shall not receive any form of cash or equity compensation from the Company for his service as a director of the Company. As of the appointment of Soroban Designee to the Board, subject to the terms of the Confidentiality Agreement, Xx. Xxxxxxx shall be (A) entitled this Section 5.04 to receive copies of any notices, documents and other materials and information distributed to Soroban Designee in his capacity as a member of the Board, (B) afforded the same access to information of the Company as that afforded to Soroban Designee in his capacity as a member of representation on the Board and (C) permitted to contact or communicate with management or employees of the Company to the same extent Soroban Designee, in his capacity as a member of the Board, is permitted to contact or communicate with management or employees Directors of the Company, the Company shall not increase or decrease the number of Directors constituting the entire Board of Directors, except as contemplated by this Agreement.

Board Nominations. (a) Within two business days after On or prior to the date hereofClosing Date, the Board of Directors of the Company shall take all necessary action to: (1) increase the size of the Board from eleven by three (3) directors to twelve members a total of eight (8) directors; and appoint Soroban Designee (2) subject to the Boardlast sentence of this Section 4.11(a), appoint each of (A)(i) Xxxx Xxxxx and (ii) an individual designated by the Lead Investor who is not an employee of the Lead Investor or its Affiliates and is approved by the Chief Executive Officer of the Company (collectively the “Lead Investor Directors”) and (B) an individual designated by Flatbush (the “Flatbush Director”), in each case effective as of the Closing Date. The Company shall include Soroban Designee and the Lead Investor intend that the individual appointed to the Board pursuant to subclause (a)(2)(A)(ii) above will be an individual who possesses information technology, internet and social media marketing or other experience relevant to the Company’s present or presently anticipated operations. Each of the Lead Investor Directors and the Flatbush Director appointed pursuant to this Section 4.11(a) shall, subject to Section 4.11(e), continue to hold office until the next annual or special meeting of the stockholders at which the election of directors is to be considered, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.11(c). As long as a nominee Lead Investor Director is on the Board, the Lead Investor agrees to vote all eligible shares of Common Stock or Preferred Stock it beneficially owns for the election of the Flatbush Director at each meeting of the Company’s stockholders at which the election of the Flatbush Director is to be considered, and as long as a Flatbush Director is on the Board, Flatbush agrees to vote all eligible shares of Common Stock or Preferred Stock it beneficially owns for the election of each Lead Investor Director at each meeting of the Company’s stockholders at which the election of a Lead Investor Director is to be considered. Each of the Lead Investor Directors and the Flatbush Director, prior to being appointed or nominated for election to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2014 Meeting and the 2015 Meeting and shall use its reasonable efforts to cause the re-election Directors of Soroban Designee to the Board at the 2014 Meeting and the 2015 Meeting, including by recommending that the Company’s stockholders vote in favor of Soroban Designee and otherwise supporting Soroban Designee in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees in the aggregate. Promptly after Soroban Designee’s appointment to the Board and, as a condition to Soroban Designee’s nomination for election as a director of the Company at the 2014 Meeting and the 2015 Meeting or any subsequent annual meeting, the Investor Group must provide to the Company, shall consent to, and undergo a background check, the results of which shall be reasonably acceptable to both the Lead Investor, Flatbush and the Company, and execute and deliver to the same extent Company such agreements, questionnaires and other documents as provided with respect to other nominees, such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for the inclusion of Soroban Designee on the Board’s slate of Company customarily requires from new nominees for election as directors. The Company shall not be obligated pursuant to this Agreement to include Soroban Designee on the Board’s slate directorships, copies of nominees for election as directors at the Company’s annual meeting of stockholders for any meeting other than the 2014 Meeting and the 2015 Meeting. Soroban Designee shall not receive any form of cash or equity compensation from the Company for his service as a director of the Company. As of the appointment of Soroban Designee which have previously been provided to the Board, subject to the terms of the Confidentiality Agreement, Xx. Xxxxxxx shall be (A) entitled to receive copies of any notices, documents Lead Investor and other materials and information distributed to Soroban Designee in his capacity as a member of the Board, (B) afforded the same access to information of the Company as that afforded to Soroban Designee in his capacity as a member of the Board and (C) permitted to contact or communicate with management or employees of the Company to the same extent Soroban Designee, in his capacity as a member of the Board, is permitted to contact or communicate with management or employees of the CompanyFlatbush.

Board Nominations. Upon Closing, and for so long as the Purchaser shall continue to own at least 1,400,000 shares of common stock purchased by it on the Closing Date, the Board of Directors of the Company shall consist of nine (a9) Within two business days after members and the date hereofPurchaser shall have the right to nominate four (4) out of nine (9) members to the Board of Directors of the Company, and to effect such nominations, the parties hereby agree to the following procedure: In the event the Closing shall have taken place prior to the 1999 Annual Shareholder Meeting of the Company, the Company shall increase amend its proxy to include, in addition to the size current eight Directors being nominated for re-election, the addition of four individuals designated by the Purchaser, with the effect of creating a 12-member Board. Within one month following the later of (i) the Closing, or (ii) the said 1999 Annual Shareholder Meeting of the Company, the Company shall require the resignation of Xxxxxxx X. Xxxxxxxx and the two outside Board from eleven members who have served the shortest terms in such capacity, with the effect that the Board will be reduced to twelve a 9-member Board, with 4 members to annually be designated by the Purchaser and appoint Soroban Designee 5 members to annually be designated by recommendation to the Boardshareholders of the Company by the Board members other than the designees of the Purchaser. The Company shall include Soroban Designee as a nominee for election agrees to recommend to the Board on shareholders the election of such entire slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2014 Meeting nominations and the 2015 Meeting and Purchaser agrees to vote their shares, in person or by proxy, for the election of such entire slate of nominations. At such time as Purchaser shall beneficially own less than 75% of the Shares or shall have a decrease in ownership requiring Purchaser to modify its Form 13D with the SEC, Purchaser shall use its reasonable best efforts to cause the re-election of Soroban Designee such remaining director or directors, who has or have been elected hereunder at Purchaser's designation, to the Board at the 2014 Meeting and the 2015 Meeting, including by recommending that promptly resign from the Company’s stockholders vote in favor 's Board of Soroban Designee and otherwise supporting Soroban Designee in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees in the aggregate. Promptly after Soroban Designee’s appointment to the Board and, as a condition to Soroban Designee’s nomination for election as a director of the Company at the 2014 Meeting and the 2015 Meeting or any subsequent annual meeting, the Investor Group must provide to the Company, to the same extent as provided with respect to other nominees, such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for the inclusion of Soroban Designee on the Board’s slate of nominees for election as directorsDirectors. The Company shall not be obligated agrees that so long as Purchaser is entitled pursuant to this Agreement to include Soroban Designee on the Board’s slate of nominees for election as directors at the Company’s annual meeting of stockholders for any meeting other than the 2014 Meeting and the 2015 Meeting. Soroban Designee shall not receive any form of cash or equity compensation from the Company for his service as a director of the Company. As of the appointment of Soroban Designee to the Board, subject to the terms of the Confidentiality Agreement, Xx. Xxxxxxx shall be (A) entitled this Section 5.04 to receive copies of any notices, documents and other materials and information distributed to Soroban Designee in his capacity as a member of the Board, (B) afforded the same access to information of the Company as that afforded to Soroban Designee in his capacity as a member of representation on the Board and (C) permitted to contact or communicate with management or employees of the Company to the same extent Soroban Designee, in his capacity as a member of the Board, is permitted to contact or communicate with management or employees Directors of the Company, the Company shall not increase or decrease the number of Directors constituting the entire Board of Directors, except as contemplated by this Agreement.