Common use of Board of Directors of the Company Clause in Contracts

Board of Directors of the Company. (1) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Xxxxxxxx, together with any and all of its Permitted Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, the size of the Board of Directors shall not exceed nine (9) members. Xxxxxxxx shall be entitled to nominate four members to the Board of Directors (collectively, the "Xxxxxxxx Nominees"). One Xxxxxxxx Nominee shall be classified as a Class I Director of the Company, two Xxxxxxxx Nominees shall be classified as Class II Directors of the Company and one Xxxxxxxx Nominees shall be classified as a Class III Director of the Company. (2) The Company and its directors have taken all appropriate action to cause the appointment of the Xxxxxxxx Nominees to become effective as of the Effective Date. For so long as Xxxxxxxx, together with any and all of its Permit- xxx Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, Xxxxxxxx, the Other Stockholders and each of their Permitted Transferees shall vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Xxxxxxxx Nominees to be nominated for and elected to the Board of Directors. (3) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Xxxxxxxx Nominee if Xxxxxxxx requests such director's removal in writing for any reason and the Other Stockholders agree to vote their Voting Stock to remove such director. Xxxxxxxx shall have the right to designate a new nominee in the event any Xxxxxxxx Nominee shall be so removed under this Section 4.1(c) or shall vacate his directorship for any reason. (4) The initial Xxxxxxxx Nominees shall be Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xx.,

Board of Directors of the Company. (1a) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as XxxxxxxxWilliams, together with any and all of its Permitted Transferees, beneficially benexxxxxxxx own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx Williams on the Effective Date, the size of the Board of Directors shall not exceed shaxx xxx xxceed nine (9) members. Xxxxxxxx Williams shall be entitled to nominate four members to the Board of Directors Dixxxxxxx (collectively, the "Xxxxxxxx Williams Nominees"). One Xxxxxxxx Williams Nominee shall be classified as a Class I Director Claxx X Xxxector of the CompanyCompxxx, two Xxxxxxxx xxx Williams Nominees shall be classified as Class II Directors of the Company and Comxxxx xxx one Xxxxxxxx Williams Nominees shall be classified as a Class III Director of the CompanyCxxxxxx. (2b) The Company and its directors have taken all appropriate action to cause the appointment of the Xxxxxxxx Williams Nominees to become effective as of the Effective Date. For so long as Xxxxxxxxxxxx xx Williams, together with any and all of its Permit- xxx Permitted Transferees, beneficially benexxxxxxxx own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx Williams on the Effective Date, XxxxxxxxWilliams, the Other Stockholders and each of their exxx xx xheir Permitted Transferees shall Transferexx xxxxx vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Xxxxxxxx Williams Nominees to be nominated for and elected to the Board of DirectorsDirexxxxx. (3c) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Xxxxxxxx Williams Nominee if Xxxxxxxx Williams requests such director's removal in writing for any writixx xxx xny reason and the Other anx xxx Xxher Stockholders agree to vote their Voting Stock to remove such director. Xxxxxxxx Williams shall have the right to designate a new nominee in the event any Xxxxxxxx xxx Xxxxiams Nominee shall be so removed under this Section 4.1(c) or shall vacate shalx xxxxxx his directorship for any reason. (4d) The initial Xxxxxxxx Williams Nominees shall be Xxxxxx XxxxxxHoward Janzen, Xxxx XxxxxxxxxJohn Bumgarner, Xx.Jr.,

Board of Directors of the Company. (1a) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as XxxxxxxxWilliams, together with any and all of its Permitted Transferees, beneficially bxxxxxxxxlly own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx Williams on the Effective Date, the size of the Board of Directors shall not xxxxx xxt exceed nine (9) members. Xxxxxxxx Williams shall be entitled to nominate four members to the Board of Directors Xxxxxxxrs (collectively, the "Xxxxxxxx Williams Nominees"). One Xxxxxxxx Williams Nominee shall be classified as a Class I Xxxxx X Director of the CompanyCxxxxxx, two Xxxxxxxx Williams Nominees shall be classified as Class II Directors of the Company Xxxxxxx and one Xxxxxxxx Williams Nominees shall be classified as a Class III Director of the Companythx Xxxxxxy. (2b) The Company and its directors have taken all appropriate action to cause the appointment of the Xxxxxxxx Williams Nominees to become effective as of the Effective Date. For so long xx xxxx as XxxxxxxxWilliams, together with any and all of its Permit- xxx Permitted Transferees, beneficially bxxxxxxxxlly own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx Williams on the Effective Date, XxxxxxxxWilliams, the Other Stockholders and each of anx xxxx xf their Permitted Transferees shall Transfxxxxx xxall vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Xxxxxxxx Williams Nominees to be nominated for and elected to the Board of DirectorsDxxxxxxxx. (3c) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Xxxxxxxx Williams Nominee if Xxxxxxxx Williams requests such director's removal in writing for wrxxxxx xxr any reason and the xxx xxx Other Stockholders agree to vote their Voting Stock to remove such director. Xxxxxxxx Williams shall have the right to designate a new nominee in the event any Xxxxxxxx evexx xxx Xilliams Nominee shall be so removed under this Section 4.1(c) or shall vacate sxxxx xxxate his directorship for any reason. (4d) The initial Xxxxxxxx Williams Nominees shall be Xxxxxx XxxxxxHoward Janzen, Xxxx XxxxxxxxxJohn Bumgarner, Xx.Jr.,

Board of Directors of the Company. (1a) The Company, the Company Stockholders and its directors have taken all appropriate and necessary action the Rangos Shareholders agree that they shall use their best efforts to (i) cause the Board of Directors of the Company immediately upon consummation of the Merger to be increased from nine to twelve members and, at all times during the Term of this Agreement, to cause the Board of Directors to consist of no more than twelve members, except as otherwise may be required pursuant to governing instruments of securities issued by the Company. (b) During the Term of this Agreement, the Company and the Company Stockholders shall use their best efforts to cause the Board of Directors to include at all times two persons who are designated by the Rangos Shareholders. The initial designees of the Rangos Shareholders shall be Joxx X. Xxxxxx, Xx. xnd Alxxxxxxx X. Xxxxxx. If the designees of the Rangos Shareholders are other than Joxx Xxxxxx, Xx., Joxx Xxxxxx, Xx., or Alxxxxxxx Xxxxxx, such designees must be reasonably acceptable to the Company. The Company shall, no later than thirty days prior to the mailing of any proxy or information statement with respect to a stockholder meeting at which directors are to be elected, notify the Rangos Shareholders of the date of such mailing; the Rangos Shareholders shall notify the Company of the names of the persons they designate to serve on the Board of Directors of the Company pursuant to this Section no later than ten days prior to the date of such mailing; and the Company and the Company Stockholders shall use their best efforts to have such designees nominated for election as directors and elected as directors. The Rangos Shareholders shall notify the Company of the name of any person they designate to fill a vacancy on the Board of Directors resulting from the resignation or other removal of a person previously designated by the Rangos Shareholders no later than thirty days after such vacancy is created, and the Company and the Company Stockholders shall use their best efforts to cause the Board of Directors to appoint such person as a director of the Company. For purposes of this Section, the Company may rely on a notice from Joxx X. Xxxxxx, Xx. xs a notification from the Rangos Shareholders, or on a notice from such other person as is designated in a writing signed by all Rangos Shareholders. (c) During the Term of this Agreement, the Company, as the Company Stockholders and the Rangos Shareholders shall use their best efforts to cause the Board of Directors to include at all times (in addition to the two persons who are members pursuant to Section 2(b)) four persons who are approved by at least five members of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Xxxxxxxx, together with any and all of its Permitted Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, the size Executive Committee of the Board of Directors shall not exceed nine (9) members. Xxxxxxxx shall be entitled to nominate four members to the Board of Directors (collectively, the "Xxxxxxxx Nominees"). One Xxxxxxxx Nominee shall be classified as a Class I Director of the Company, two Xxxxxxxx Nominees shall be classified as Class II Directors of the Company and one Xxxxxxxx Nominees shall be classified as a Class III Director none of whom is an officer or employee of the Company. (d) During the term of this Agreement, and subject to the provisions of clauses (b) and (c) of this Section 2) The Company and its directors have taken all appropriate action to cause the appointment of the Xxxxxxxx Nominees to become effective as of the Effective Date. For so long as Xxxxxxxx, together with any and all of its Permit- xxx Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, Xxxxxxxx, the Other Stockholders and each of their Permitted Transferees shall vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, Rangos Shareholders and the Company shall take all necessary or desirable action within its control, Stockholders agree to use their best efforts to cause (i) the Xxxxxxxx Nominees election (and re-election during the term of this Agreement) of the individuals who constitute the initial Board of Directors immediately following the effective time of the Merger (the "Initial Directors"), and (ii) the selection of and election of persons nominated (consistent with the provisions of Section 2(c) above) by a majority of the Initial Directors to be nominated for and elected to fill any vacancies on the Board of Directors. Directors created by the resignation or removal of an Initial Director (3) The Company shall use its best efforts other than a vacancy created by the resignation or removal of a designee of the Rangos Shareholders); provided that any person becoming a director subsequent to callthe date hereof whose election, or cause nomination for election, was approved consistent with the appropriate officers and directors provisions of Section 2(c) above) by a vote of a majority of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Xxxxxxxx Nominee if Xxxxxxxx requests such director's removal in writing for any reason and the Other Stockholders agree to vote their Voting Stock to remove such director. Xxxxxxxx shall have the right to designate a new nominee in the event any Xxxxxxxx Nominee Initial Directors shall be so removed under for purposes of this Section 4.1(c2(d) or shall vacate his directorship for any reasonconsidered as though such person were an Initial Director. (4) The initial Xxxxxxxx Nominees shall be Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xx.,

Board of Directors of the Company. (1) The Company and its directors have taken all appropriate and necessary action to (i) cause the Board of Directors of the Company, as of the Effective Date, to be composed of nine (9) members and divided into three (3) classes designated as Class I, Class II and Class III, each class consisting of three (3) directors, and (ii) reclassify one of the existing Class III directors as a Class II director. For so long as Xxxxxxxx, together with any and all of its Permitted Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, the size of the Board of Directors shall not exceed nine (9) members. Xxxxxxxx shall be entitled to nominate four members to the Board of Directors (collectively, the "Xxxxxxxx Nominees"). One Xxxxxxxx Nominee shall be classified as a Class I Director of the Company, two Xxxxxxxx Nominees shall be classified as Class II Directors of the Company and one Xxxxxxxx Nominees shall be classified as a Class III Director of the Company. (2) The Company and its directors have taken all appropriate action to cause the appointment of the Xxxxxxxx Nominees to become effective as of the Effective Date. For so long as Xxxxxxxx, together with any and all of its Permit- xxx Permitted Transferees, beneficially own in the aggregate 25% or more of the Shares beneficially owned by Xxxxxxxx on the Effective Date, Xxxxxxxx, the Other Stockholders and each of their Permitted Transferees shall vote all of its Voting Stock of the Company, and shall take all other necessary or desirable actions within their control, and the Company shall take all necessary or desirable action within its control, to cause the Xxxxxxxx Nominees to be nominated for and elected to the Board of Directors. (3) The Company shall use its best efforts to call, or cause the appropriate officers and directors of the Company, to call, a special meeting of stockholders of the Company, as applicable, to cause the removal (with or without cause) of any Xxxxxxxx Nominee if Xxxxxxxx requests such director's removal in writing for any reason and the Other Stockholders agree to vote their Voting Stock to remove such director. Xxxxxxxx shall have the right to designate a new nominee in the event any Xxxxxxxx Nominee shall be so removed under this Section 4.1(c) or shall vacate his directorship for any reason. (4) The initial Xxxxxxxx Nominees shall be Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xx.,