Common use of Board Seats Clause in Contracts

Board Seats. Edesa shall provide Stellar on a timely basis with such information as Stellar may reasonably require for inclusion in Schedule 14A in connection with the composition of the board of directors of New Edesa following the Closing (the “New Board”). In connection therewith, Stellar shall take all actions reasonably necessary to set the number of directors on the New Board as of the Closing at seven (7), with four (4) members proposed by Edesa (the “Edesa Appointees”), one (1) proposed by Stellar (the “Stellar Appointee”), and two (2) “independent directors” as defined under NASDAQ corporate governance rules (the “Independent Appointees”); provided, however, that the number of independent directors may be increased as may be necessary to meet NASDAQ listing requirements; and provided further that at least one independent director shall meet the qualifications of an “audit committee financial expert” as defined in Rule 407(d)(5)(ii) and (iii) under Regulation S-K under the Exchange Act and the Securities Act. Stellar shall take all actions reasonably necessary to cause the New Board, immediately after the Closing, to consist of the Edesa Appointees, the Company Appointee and the Independent Appointees. Stellar shall deliver to Edesa written resignations (in form and substance acceptable to Edesa) (the “Resignations”), effective as of the Closing Date, of the executive management and directors of the Stellar Group, except for the directors who will remain as board members of the New Board (the “Remaining Members”) and such other executive managers and directors of the Stellar Group who have agreed to remain with New Edesa at the prior written request of Edesa, and shall deliver a consent resolution of the Remaining Members appointing the Edesa Appointees, the Company Appointee and the Independent Appointees, or such of them as are not Remaining Members, to fill the vacancies on the board of Stellar created by the Resignations.

Board Seats. Edesa (i) Hawker shall provide Stellar on a timely basis with recommend to its Board of Directors to take such information actions as Stellar may reasonably require for inclusion in Schedule 14A in connection with the composition of the board of directors of New Edesa following the Closing (the “New Board”). In connection therewith, Stellar shall take all actions reasonably are necessary to set effect the following: (A) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholder's, increase the number of its Board of Directors from seven to nine directors on in accordance with the New Board Charter Documents; (B) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholders, elect and thereafter continue in office as directors of Hawker individuals who may be nominated by LHT and LHT shall have the Closing at seven (7), with four (4) members proposed by Edesa (the “Edesa Appointees”), one (1) proposed by Stellar (the “Stellar Appointee”), and exclusive right to make two (2) “independent directors” as defined under NASDAQ corporate governance rules nominations of directorships for the new board seats created pursuant to paragraph (A) above and one director so designated shall sit in Class I and one director so designated shall sit in Class II, which shall be initially established at the next annual meeting Hawkxx'x shareholders to be held no later than June 30, 2001 (the “Independent Appointees”"Annual Meeting"), and shall sit for a term expiring at second succeeding annual meeting of Hawkxx'x xhareholders held following such election to the respective class; (C) At the Annual Meeting, elect and establish a board which, pursuant to Article IV of the Articles of Incorporation of Hawker (as may be amended at the Annual Meeting), shall be classified into two classes. At the Annual Meeting, Class I shall be comprised of four directors and Class II shall be comprised of three directors. Upon the increase of the board to nine directors pursuant to paragraph (A) above, Class I shall be comprised of five directors and Class II shall be comprised of four directors. At the Annual Meeting, the directors of Class I shall be elected to hold office for a term expiring at the next succeeding annual meeting of the shareholders following the Annual Meeting and the directors of Class II shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders following the Annual Meeting. At each subsequent annual meeting of Hawkxx'x xhareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the second succeeding annual meeting of Hawkxx'x xhareholders; (D) At the Annual Meeting, (1) the three directors nominated by LHT and elected pursuant to Section 2.1.1 of the Shareholders Rights and Voting Agreement shall be elected and serve in Class II and (2) the remaining directors not nominated by LHT shall be elected and serve in Class I. Upon the increase of the board size to nine pursuant to paragraph (A) above, (1) one of the directors nominated by LHT pursuant to paragraph (B) above, shall be elected and serve in Class I; and the other director so nominated shall be elected and serve in Class II; and (2) the remaining directors not nominated by LHT shall be elected and serve in Class I; and (E) Within thirty (30) days after the Annual Meeting, the Board duly elected and constituted at the Annual Meeting shall ratify the actions taken by Hawkxx'x Xoard of Directors since the 1999 annual meeting of Hawkxx'x xhareholders. (ii) Hawker shall use its best efforts to cause (A) all actions set forth in clause (i) to be taken on or before June 30, 2001 and (B) such actions to be proposed to Hawkxx'x xhareholders for their approval, if required, on or before June 30, 2001, unless otherwise specified in clause (i). (iii) If, at the end of the initial term of the directors elected pursuant to paragraph (B) and (D) above, LHT beneficially owns (which ownership shall include shares issuable under the Warrant) at least 40% of the total issued and outstanding shares of Common Stock, such individuals or such other individuals as LHT designates shall be nominated for a two-year term and Hawker shall recommend such nomination to its Board of Directors; provided, however, that if Hawkxx xxxls to make such recommendation LHT, as a shareholder, may nominate its designees in accordance with the number Organizational Documents. (iv) Hawkxx xxxll recommend to its Board of independent directors may be increased Directors to take such actions as may be are necessary to meet NASDAQ listing requirements; and provided further that at least one independent for the removal of any director shall meet upon the qualifications of an “audit committee financial expert” as defined in Rule 407(d)(5)(ii) and (iii) under Regulation S-K under the Exchange Act and the Securities Act. Stellar shall take all actions reasonably necessary to cause the New Board, immediately after the Closing, to consist request of the Edesa Appointees, the Company Appointee party or parties designating such director and the Independent Appointees. Stellar shall deliver to Edesa written resignations (in form and substance acceptable to Edesa) (the “Resignations”), effective as of the Closing Date, of the executive management and directors of the Stellar Group, except for the directors who will remain as board members election to its Board of the New Directors of a substitute designated by such party. (v) Hawker shall recommend that its Board (the “Remaining Members”) and of Directors take such other executive managers and directors of the Stellar Group who have agreed to remain with New Edesa at the prior written request of Edesa, and shall deliver a consent resolution of the Remaining Members appointing the Edesa Appointees, the Company Appointee and the Independent Appointees, or such of them actions as are not Remaining Members, necessary or appropriate to fill the vacancies ensure that any vacancy on the board its Board of Stellar created Directors (occurring for any reason) be filled by the Resignationselection to its Board of Directors of a replacement designated by the party or parties who designated the director whose failure to continue to serve causes the applicable vacancy.

Board Seats. Edesa (i) Hawker shall provide Stellar on a timely basis with recommend to its Board of Directors to take such information actions as Stellar may reasonably require for inclusion in Schedule 14A in connection with the composition of the board of directors of New Edesa following the Closing (the “New Board”). In connection therewith, Stellar shall take all actions reasonably are necessary to set effect the following: (A) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholder's, increase the number of its Board of Directors from seven to nine directors on in accordance with the New Board Charter Documents; (B) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholders, elect and thereafter continue in office as directors of Hawker individuals who may be nominated by LHT and LHT shall have the Closing at seven (7), with four (4) members proposed by Edesa (the “Edesa Appointees”), one (1) proposed by Stellar (the “Stellar Appointee”), and exclusive right to make two (2) “independent directors” as defined under NASDAQ corporate governance rules nominations of directorships for the new board seats created pursuant to paragraph (A) above and one director so designated shall sit in Class I and one director so designated shall sit in Class II, which shall be initially established at the next annual meeting Hawker's shareholders to be held no later than June 30, 2001 (the “Independent Appointees”"Annual Meeting"), and shall sit for a -------------- term expiring at second succeeding annual meeting of Hawker's shareholders held following such election to the respective class; (C) At the Annual Meeting, elect and establish a board which, pursuant to Article IV of the Articles of Incorporation of Hawker (as may be amended at the Annual Meeting), shall be classified into two classes. At the Annual Meeting, Class I shall be comprised of four directors and Class II shall be comprised of three directors. Upon the increase of the board to nine directors pursuant to paragraph (A) above, Class I shall be comprised of five directors and Class II shall be comprised of four directors. At the Annual Meeting, the directors of Class I shall be elected to hold office for a term expiring at the next succeeding annual meeting of the shareholders following the Annual Meeting and the directors of Class II shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders following the Annual Meeting. At each subsequent annual meeting of Hawker's shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the second succeeding annual meeting of Hawker's shareholders; (D) At the Annual Meeting, (1) the three directors nominated by LHT and elected pursuant to Section 2.1.1 of the Shareholders Rights and Voting Agreement shall be elected and serve in Class II and (2) the remaining directors not nominated by LHT shall be elected and serve in Class I. Upon the increase of the board size to nine pursuant to paragraph (A) above, (1) one of the directors nominated by LHT pursuant to paragraph (B) above, shall be elected and serve in Class I; and the other director so nominated shall be elected and serve in Class II; and (2) the remaining directors not nominated by LHT shall be elected and serve in Class I; and (E) Within thirty (30) days after the Annual Meeting, the Board duly elected and constituted at the Annual Meeting shall ratify the actions taken by Hawker's Board of Directors since the 1999 annual meeting of Hawker's shareholders. (ii) Hawker shall use its best efforts to cause (A) all actions set forth in clause (i) to be taken on or before June 30, 200l and (B) such actions to be proposed to Hawker's shareholders for their approval, if required, on or before June 30, 2001, unless otherwise specified in clause (i). (iii) If, at the end of the initial term of the directors elected pursuant to paragraph (B) and (D) above, LHT beneficially owns (which ownership shall include shares issuable under the Warrant) at least 40% of the total issued and outstanding shares of Common Stock, such individuals or such other individuals as LHT designates shall be nominated for a two-year term and Hawker shall recommend such nomination to its Board of Directors; provided, however, that if Hawker fails to make such -------- ------- recommendation LHT, as a shareholder, may nominate its designees in accordance with the number Organizational Documents. (iv) Hawker shall recommend to its Board of independent directors may be increased Directors to take such actions as may be are necessary to meet NASDAQ listing requirements; and provided further that at least one independent for the removal of any director shall meet upon the qualifications of an “audit committee financial expert” as defined in Rule 407(d)(5)(ii) and (iii) under Regulation S-K under the Exchange Act and the Securities Act. Stellar shall take all actions reasonably necessary to cause the New Board, immediately after the Closing, to consist request of the Edesa Appointees, the Company Appointee party or parties designating such director and the Independent Appointees. Stellar shall deliver to Edesa written resignations (in form and substance acceptable to Edesa) (the “Resignations”), effective as of the Closing Date, of the executive management and directors of the Stellar Group, except for the directors who will remain as board members election to its Board of the New Directors of a substitute designated by such party. (v) Hawker shall recommend that its Board (the “Remaining Members”) and of Directors take such other executive managers and directors of the Stellar Group who have agreed to remain with New Edesa at the prior written request of Edesa, and shall deliver a consent resolution of the Remaining Members appointing the Edesa Appointees, the Company Appointee and the Independent Appointees, or such of them actions as are not Remaining Members, necessary or appropriate to fill the vacancies ensure that any vacancy on the board its Board of Stellar created Directors (occurring for any reason) be filled by the Resignationselection to its Board of Directors of a replacement designated by the party or parties who designated the director whose failure to continue to serve causes the applicable vacancy.

Board Seats. Edesa 5.20.1. The Company shall provide Stellar on a timely basis with recommend to the Board of Directors to take such information actions as Stellar may reasonably require for inclusion in Schedule 14A in connection with are necessary at the composition of the board of directors of New Edesa following the Closing (the “New Board”)Special Meeting to: 5.20.1.1.1. In connection therewith, Stellar shall take all actions reasonably necessary to set increase the number of directors on the New Board as of the Closing at Directors from seven (7), ) to nine (9) directors in accordance with four (4) members proposed the Charter Documents. 5.20.1.1.2. elect and thereafter continue in office as directors of the Company such individuals who may be nominated by Edesa (the “Edesa Appointees”), one (1) proposed by Stellar (Lender and the “Stellar Appointee”), and Lender shall have the exclusive right to make two (2) “independent nominations of directorships for the newly created Board seats and each director so designated shall sit in Class II which shall be established at the Special Meeting and shall sit for a term expiring at the second succeeding annual meeting of the shareholders of the Company held following the Special Meeting. 5.20.1.1.3. elect and establish a board which, pursuant to Article IV of the Articles of Incorporation of the Company, shall be classified into two classes. Upon the increase of the board to 9 directors pursuant to Section 5.20. 1.1.1, Class I shall be comprised of 5 directors and Class II shall be comprised of 4 directors” as defined under NASDAQ corporate governance rules (. At the “Independent Appointees”); providedSpecial Meeting, however, that the number directors of independent directors may Class I shall be increased as may be necessary elected to meet NASDAQ listing requirements; and provided further that hold office for a term expiring at least one independent director shall meet the qualifications next succeeding annual meeting of an “audit committee financial expert” as defined in Rule 407(d)(5)(ii) and (iii) under Regulation S-K under the Exchange Act shareholders following the Special Meeting and the Securities Act. Stellar directors of Class II shall take all actions reasonably necessary be elected to cause hold office for a term expiring at the New Board, immediately after the Closing, to consist second succeeding annual meeting of the Edesa Appointeesshareholders following the Special Meeting. At each subsequent annual meeting of the shareholders of the Company, the Company Appointee successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders of the Company. 5.20.1.1.4. (a) two of the three directors nominated by Lender and elected pursuant to Section 2.1.1 of the Shareholders Rights and Voting Agreement shall be elected and serve in Class II and the Independent Appointees. Stellar shall deliver to Edesa written resignations (in form and substance acceptable to Edesa) (the “Resignations”), effective as of the Closing Date, of the executive management and directors of the Stellar Group, except for the directors who will remain as board members of the New Board (the “Remaining Members”) and such other executive managers and directors of the Stellar Group who have agreed to remain with New Edesa at the prior written request of Edesa, and shall deliver a consent resolution of the Remaining Members appointing the Edesa Appointees, the Company Appointee and the Independent Appointees, or such of them as are not Remaining Members, to fill the vacancies on the board of Stellar created remaining one director nominated by the ResignationsLender and elected pursuant to Section 2.1.1 Shareholders Rights and Voting Agreement shall be elected and serve in Class I, (b) the two directors nominated by Lender pursuant to Section 5.20.