Common use of Classified Board Clause in Contracts

Classified Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes: Class I, Class II and Class III. As of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be as nearly equal in number of directors as possible. Each director shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors shall serve for a term expiring at the annual meeting of stockholders next following the date of their designation as Class I directors, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, and the directors first designated as Class III directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directors. Each director shall hold office until the annual meeting of stockholders at which his term expires and, the foregoing notwithstanding, shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removal. The Board of Directors shall specify the class to which a newly created directorship shall be allocated.

Classified Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes: Class I, Class II and Class III. As of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be as nearly equal in number of directors as possible. Each director shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors shall serve for a term expiring at the annual meeting of stockholders next following the date of their designation as Class I directors, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, and the directors first designated as Class III directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directors. Each director shall hold office until the annual meeting of stockholders at which his term expires and, the foregoing notwithstanding, shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removal. The Board of Directors shall specify the class to which a newly created directorship shall be allocated.

Classified Board. The directorsProvided that the board of directors consists of six or more directors (or such other minimum number as the OBCA may hereafter require, other than those who may be elected by if any), the holders board of any series directors of Preferred Stock, the Corporation shall be divided into three classes: classes of directors which shall be designated Class I, Class II and Class III. As The members of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director class shall be assigned to Class I. elected for a term of three years and until their successors are elected and qualified. Such classes shall be as nearly equal in number as the then total number of directors as possibleconstituting the entire board of directors shall permit, with the terms of office of all members of one class expiring each year. Each director shall serve for a term ending on At the third first annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; providedstockholders, however, that the directors first designated as in Class I directors shall serve for a term expiring at the annual meeting of stockholders next following the date of their designation as Class I directors, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, and the directors first designated as Class III directors shall serve be elected to hold office for a term expiring at the third succeeding annual meeting thereafter. At the second annual meeting of stockholders next following stockholders, directors of Class II shall be elected to hold office for a term expiring at the date of their designation as Class III directorsthird succeeding meeting thereafter. Each director shall hold office until At the third annual meeting of stockholders stockholders, directors of Class III shall be elected to hold office for a term expiring at which his term expires andthe third succeeding meeting thereafter. Thereafter, at each succeeding annual meeting, directors of each class shall be elected for three year terms. Notwithstanding the foregoing, the foregoing notwithstanding, director whose term shall expire at any annual meeting shall continue to serve until such time as his successor shall have been duly elected and shall have qualified or until unless his earlier death, resignation or removalposition on the board of directors shall have been abolished by action taken to reduce the size of the board of directors prior to said meeting. At each annual electionShould the number of directors of the Corporation be reduced, the directors chosen to succeed those whose terms then expire directorship(s) eliminated shall be allocated among classes as appropriate so that the number of directors in each class is as specified in the immediately preceding paragraph. The board of directors shall designate, by the name of the same class as incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no decrease in the number of directors they succeed, unless, by reason shall have the effect of shortening the term of any intervening changes incumbent director. Should the number of directors of the Corporation be increased, the additional directorships shall be allocated among classes as appropriate so that the number of directors in each class is as specified in the authorized number immediately preceding paragraph. Whenever the holders of directors, the Board of Directors shall have designated any one or more directorships whose term then expires series of preferred stock of the Corporation shall have the right, voting separately as directorships a class, to elect one or more directors of another class the Corporation, the board of directors shall consist of said directors so elected in order addition to more nearly achieve equality of the number of directors among fixed as provided above in this Article XII. Notwithstanding the classes. In foregoing, and except as otherwise may be required by law, whenever the event holders of any change in one or more series of preferred stock of the authorized number of directorsCorporation shall have the right, each director then continuing to serve as such shall nevertheless continue voting separately as a director class, to elect one or more directors of the class Corporation, the terms of which he is a member until the expiration director or directors elected by such holders shall expire at the next succeeding annual meeting of his current term, or his prior death, resignation or removal. The Board of Directors shall specify the class to which a newly created directorship shall be allocatedstockholders.

Classified Board. The directorsEffective immediately upon the issuance of more than 1,000 shares of Common Stock of the Corporation, other than those who may the Board of Directors (exclusive of directors to be elected by the holders of any one or more series of Preferred Stock, Stock voting separately as a class or classes) shall be divided into three classes: Class I, Class II A, Class B, and Class III. As of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be as nearly equal in C. The number of directors as possible. in each class shall be the whole number contained in the quotient arrived at by dividing the authorized number of directors by three, and if a fraction is also contained in such quotient, then if such fraction is one-third, the extra director shall be a member of Class A and if the fraction is two thirds, one of the extra directors shall be a member of Class A and the other shall be a member of Class B. Each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which that such director was elected; provided, however, that the directors first designated as elected to Class I directors A shall serve for a term expiring at ending on the date of the annual meeting of stockholders next following the date end of their designation as Class I directorsthe calendar year 1999, the directors first designated as elected to Class II directors B shall serve for a term expiring at ending on the second date of the annual meeting of stockholders next following the date end of their designation as Class II directorsthe calendar year 2000, and the directors first designated as elected to Class III directors C shall serve for a term expiring at ending on the third date of the annual meeting of stockholders next following the date end of their designation as Class III directorsthe calendar year 2001. Each director shall hold office until the annual meeting of stockholders at which his term expires and, Notwithstanding the foregoing notwithstandingformula provisions, shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directorsevent that, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event a result of any change in the authorized number of directors, the number of directors in any class would differ from the number allocated to that class under the formula provided in this ARTICLE SIXTH immediately prior to such change, the following rules shall govern: (a) each director then continuing to serve serving as such shall nevertheless continue as a director of the class of which he such director is a member until the expiration of his current term, or his prior death, resignation or removal. The ; (b) at each subsequent election of directors, even if the number of directors in the class whose term of office then expires is less than the number then allocated to that class under said formula, the number of directors then elected for membership in that class shall not be greater than the number of directors in that class whose term of office then expires, unless and to the extent that the aggregate number of directors then elected plus the number of directors in all classes then duly continuing in office does not exceed the then authorized number of directors of the Corporation; (c) at each subsequent election of directors, if the number of directors in the class whose term of office then expires exceeds the number then allocated to that class under said formula, the Board of Directors shall specify designate one or more of the directorships then being elected as directors of another class or classes in which the number of directors then serving is less than the number then allocated to such other class or classes under said formula; (d) in the event of the death, resignation or removal of any director who is a member of a class in which the number of directors serving immediately preceding the creation of such vacancy exceeded the number then allocated to that class under said formula, the Board of Directors shall designate the vacancy thus created as a vacancy in another class in which the number of directors then serving is less than the number then allocated to such other class under said formula; (e) in the event of any increase in the authorized number of directors, the newly created directorships resulting from such increase shall be apportioned by the Board of Directors to such class or classes as shall, so far as possible, bring the composition of each of the classes into conformity with the formula in this ARTICLE SIXTH, as it applies to the number of directors authorized immediately following such increase; and (f) designation of directorships or vacancies into other classes and apportionments of newly created directorships to classes by the Board of Directors under the foregoing items (c), (d) and (e) shall, so far as possible, be effected so that the class whose term of office is due to which a newly created directorship expire next following such designation or apportionment shall be allocatedcontain the full number of directors then allocated to said class under said formula. Notwithstanding any of the foregoing provisions of this ARTICLE SIXTH, each director shall serve until his successor is elected and qualified or until his death, resignation or removal.

Classified Board. The directorsAt the Effective Time, other than those who may be elected by the holders of any series of Preferred Stock, Directors shall be divided classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes: , with each Director then in office to be designated as a Class II Director, a Class II and Director or a Class III. As of the effectiveness of this Restated Certificate of IncorporationIII Director, the Board of Directors shall assign with each person who is serving as a director class to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be apportioned as nearly equal in number of directors as possible. Each director Directors shall serve for be assigned to each class in accordance with a term ending on resolution or resolutions adopted by the third annual meeting Board of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Directors. The initial Class I directors Directors shall serve for a term expiring at the first annual meeting of stockholders next of the Corporation following the date of their designation as Class I directors, Effective Time; the directors first designated as initial Class II directors Directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, Effective Time; and the directors first designated as initial Class III directors Directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directorsEffective Time. Each director shall hold office until the At each annual meeting of stockholders at which his beginning with the first annual meeting of stockholders following the Effective Time, the successors of the class of Directors whose term expires andat that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be held following their election, the foregoing notwithstanding, shall serve with each Director in each such class to hold office until his or her successor shall have been is duly elected and qualified or until his qualified, subject to such Director’s earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be removal in accordance with this Certificate of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removalIncorporation. The Board of Directors shall specify is authorized to assign each Director already in office at the class Effective Time, as well as each Director elected or appointed to which a newly created directorship due to an increase in the size of the Board of Directors, to Class I, Class II or Class III. However, if the number of directors is changed, any increase or decrease shall be allocatedapportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected or appointed to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. The provisions of this Section 7.6 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors and such directors need not serve classified terms.

Classified Board. The directorsOn the Effective Date, other than those who may be elected by directors of the holders of any series of Preferred Stock, Board shall be divided classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes: , with each director then in office to be designated as a “Class II Director”, a “Class II and Director” or a “Class III. As of the effectiveness of this Restated Certificate of IncorporationIII Director”, the Board of Directors shall assign with each person who is serving as a director class to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be apportioned as nearly equal in number of directors as possible. Each director Directors shall serve for be assigned to each class in accordance with a term ending on resolution or resolutions adopted by the third annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Board. The initial Class I directors Directors shall serve for a term expiring at the first annual meeting of stockholders next of the Corporation following the date of their designation as Class I directors, Effective Date; the directors first designated as initial Class II directors Directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, Effective Date; and the directors first designated as initial Class III directors Directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directorsEffective Date. Each director shall hold office until the At each annual meeting of stockholders at which his beginning with the first annual meeting of stockholders following the Effective Date, the successors of the class of directors whose term expires andat that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders following their election, the foregoing notwithstanding, shall serve with each director in each such class to hold office until his or her successor shall have been is duly elected and qualified or until his qualified, subject to such director’s earlier death, resignation or removal. At each annual electionremoval in accordance with this Article VII, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removalSection 5. The Board is authorized to assign each director already in office as of Directors shall specify the class Effective Date, as well as each director elected or appointed to which a newly created directorship shall be allocateddue to an increase in the size of the Board, to Class I, Class II or Class III. The provisions of this Article VII, Section 3 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors and such directors need not serve classified terms.

Classified Board. The directorsCertificate of Incorporation and the By-Laws of the Company shall provide that, other than those who may be elected by subject to the rights, if any, of the holders of any series of Preferred Stockpreferred stock to elect directors as set forth in the Certificate of Incorporation and By-Laws, the Board shall be divided classified with respect to the time for which the directors severally hold office into three classes: Class I, Class II and Class III. As of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be as nearly equal in number of directors as possible. Each director , as follows: (A) one class consisting initially of three directors ("Class I"), the initial term of which shall serve for expire at the first annual meeting of stockholders following the Effective Time; (B) a second class consisting initially of three directors ("Class II"), the initial term ending on of which shall expire at the second annual meeting of stockholders following the Effective Time; and (C) a third class consisting initially of three directors ("Class III"), the initial term of which shall expire at the third annual meeting of stockholders following the Effective Time, with each class to hold office until its successors are elected and qualified. At each annual meeting of the stockholders at which that director was elected; provided, however, that of the directors first designated as Class I directors shall serve for a term expiring at the annual meeting of stockholders next following the date of their designation as Class I directorsCompany, the successors of the members of the class of directors first designated as Class II directors whose term expires at that meeting shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, and the directors first designated as Class III directors shall serve be elected to hold office for a term expiring at the third succeeding annual meeting of stockholders next following stockholders. Immediately after the date of their designation as Class III directors. Each director shall hold office until the annual meeting of stockholders at which his term expires and, the foregoing notwithstanding, shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directorsEffective Time, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director consist of the class seven individuals listed on Exhibit A and two other Independent Directors to be determined between the date hereof and the Effective Time, one to be designated by the Family Representative and who may be an existing Graphic director and one to be designated by the CDR Fund and who will not be a current or former Affiliate of which he is a member until the expiration CDR Fund or Exor; provided that the designee of his current term, or his prior death, resignation or removal. The Board of Directors shall specify the class to which a newly created directorship Family Representative shall be allocatedsubject to the reasonable approval of the CDR Fund and the designee of the CDR Fund shall be subject to the reasonable approval of the Family Representative. Prior to the Effective Time, the CDR Fund, Exor and the Family Representative shall agree on the allocation of the directors to the three classes of the Board.

Classified Board. The At such time as there are no shares of Series A Preferred Stock issued and outstanding, the Board of Directors shall consist of not less than three nor more than fifteen directors, other than those who may the exact number to be elected determined from time to time by resolution adopted by the holders affirmative vote of any series a majority of Preferred Stockthe directors then in office. At such time, the directors shall be divided into three classes: Class I, Class II and Class III. As of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be as nearly equal in number as the then total number of directors as possibleconstituting the entire Board permits, with the term of office of one class expiring each year. Each director The initial directors of the first class shall serve be elected to hold office for a term ending on expiring at the next succeeding annual meeting, the initial directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and the initial directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. At each succeeding annual meeting of stockholders beginning in the first year following the election of such staggered Board of Directors, successors to the class of directors whose term expires at that meeting shall be elected for a three year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional directors of any class elected to fill a vacancy resulting from an increase in the size of such class shall hold office for a term that shall coincide with the remaining term of that class, but in no event will a decrease in the number of directors shorten the term of any incumbent director. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the election, terms of office and other features of such directorships shall be governed by the terms of these Articles of Organization and certificates of designation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Section 6.6 unless expressly provided by such terms. Subject to the foregoing, at each annual meeting of stockholders at which that director was elected; provided, however, that the successors to the class of directors first designated as Class I directors whose terms shall serve then expire shall be elected to hold office for a term expiring at the annual meeting of stockholders next following the date of year in which their designation as Class I directors, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, and the directors first designated as Class III directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directors. Each director shall hold office until the annual meeting of stockholders at which his term expires and, the foregoing notwithstanding, and until their successors shall serve until his successor shall have been duly be elected and qualified or until his earlier deathqualified, resignation or removal. At each annual election, the directors chosen subject to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation resignation, retirement or removal. The Board of Directors shall specify the class to which a newly created directorship shall be allocated.

Classified Board. The directors, directors (other than those who may be directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes: classes designated Class I, Class II and Class III. As Each class shall consist, as nearly as possible, of one-third of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one total number of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be as nearly equal in number of directors as possibledirectors. Each director shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders next following the date of their designation as Class I directorsClosing Date, the directors first designated as Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, Closing Date and the directors first designated as Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directorsClosing Date. Each director shall hold office until the At each annual meeting of stockholders at which his following the Closing Date, successors to the class of directors whose term expires and, the foregoing notwithstanding, shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. At each at that annual election, the directors chosen to succeed those whose terms then expire meeting of stockholders shall be elected for a term expiring at the third succeeding annual meeting of stockholders. If the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directorssuch directors is changed, any increase or decrease shall be apportioned among the Board of Directors shall have designated one or more directorships whose term then expires classes so as directorships of another class in order to more nearly achieve equality of maintain the number of directors among the classes. In the event in each class as nearly equal as possible, and any such additional director of any change in the authorized number of directors, each director then continuing class elected to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removal. The Board of Directors shall specify the class to which fill a newly created directorship resulting from an increase in such class shall be allocatedhold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove, or shorten the term of, any incumbent director. The Board is authorized to assign members of the Board already in office to their respective class.

Classified Board. The directors, other than those who may be elected by Subject to the rights of the holders of any series of Preferred StockStock then outstanding, the Directors shall be divided into three classes: , with each Director then in office to be designated as a Class II Director, a Class II and Director or a Class III. As of the effectiveness of this Restated Certificate of IncorporationIII Director, the Board of Directors shall assign with each person who is serving as a director class to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be apportioned as nearly equal in number as practicable. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of directors as possibleDirectors. Each director shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as The initial Class I directors Directors shall serve for a term expiring at the first annual meeting of stockholders next of the Corporation following the date effectiveness of their designation as Class I directors, this Article VI (the directors first designated as “Effective Time”); the initial Class II directors Directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, Effective Time; and the directors first designated as initial Class III directors Directors shall serve for a term expiring at the third annual meeting of stockholders next following the date Effective Time. At each annual meeting of stockholders beginning with the first annual meeting of stockholders following the Effective Time, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be held following their designation as Class III directorselection. Each director Director in each such class shall hold office until the annual meeting of stockholders at which his term expires and, the foregoing notwithstanding, shall serve until his such Director’s successor shall have been is duly elected and qualified or until his qualified, subject to such Director’s earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be removal in accordance with this Certificate of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removalIncorporation. The Board of Directors shall specify is authorized to assign each Director already in office at the class Effective Time, as well as each Director elected or appointed to which a newly created directorship due to an increase in the size of the Board of Directors, to Class I, Class II or Class III. However, if the number of directors is changed, any increase or decrease shall be allocatedapportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. Any such additional director of any class elected or appointed to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.

Classified Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes: Class I, Class II and Class III. As of the effectiveness of this Restated Certificate of Incorporation, the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be as nearly equal in number of directors as possible. Each director shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors shall serve for a term expiring at the annual meeting of stockholders next following the date of their designation as Class I directors, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, and the directors first designated as Class III directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directors. Each director shall hold office until the annual meeting of stockholders at which his term expires and, the foregoing notwithstanding, shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removal. The Board of Directors shall specify the class to which a newly created directorship shall be allocated.allocated.]4

Classified Board. The directorsAt the Effective Time, other than those who may be elected by the holders of any series of Preferred Stock, Directors shall be divided classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes: , with each Director then in office to be designated as a Class II Director, a Class II and Director or a Class III. As of the effectiveness of this Restated Certificate of IncorporationIII Director, the Board of Directors shall assign with each person who is serving as a director class to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be apportioned as nearly equal in number of directors as possible. Each director Directors shall serve for be assigned to each class in accordance with a term ending on resolution or resolutions adopted by the third annual meeting Board of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Directors. The initial Class I directors Directors shall serve for a term expiring at the first annual meeting of stockholders next of the Corporation following the date of their designation as Class I directors, Effective Time; the directors first designated as initial Class II directors Directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, Effective Time; and the directors first designated as initial Class III directors Directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directorsEffective Time. Each director shall hold office until the At each annual meeting of stockholders at which his beginning with the first annual meeting of stockholders following the Effective Time, the successors of the class of Directors whose term expires andat that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be held following their election, the foregoing notwithstanding, shall serve with each Director in each such class to hold office until his or her successor shall have been is duly elected and qualified or until his qualified, subject to such Director’s earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be removal in accordance with Section 7.4 of the same class as the directors they succeed, unless, by reason this Amended and Restated Certificate of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removalIncorporation. The Board of Directors shall specify is authorized to assign each Director already in office at the class Effective Time, as well as each Director elected or appointed to which a newly created directorship shall be allocateddue to an increase in the size of the Board of Directors, to Class I, Class II or Class III. The provisions of this Section 7.5 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors and such directors need not serve classified terms.

Classified Board. The directors, other than those who may be elected by the holders Board of any series of Preferred Stock, Directors shall be divided into three classes: Class IA, Class II B and Class III. As C. The number of the effectiveness of this Restated Certificate of Incorporation, directors in each class shall be fixed exclusively by the Board of Directors shall assign each person who is serving as a director to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes and shall be as nearly equal in number of directors as possible. Each At the first election of directors by the incorporator, the incorporator shall elect a Class C director shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors shall serve for a term expiring at the annual meeting Corporation’s third Annual Meeting of stockholders next following Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the date first Annual Meeting of their designation as Class I directorsStockholders, the directors first designated as in Class II directors B shall serve be elected for a term expiring at the second annual meeting Annual Meeting of stockholders next following the date of their designation as Class II directors, Stockholders and the directors first designated as in Class III directors C shall serve be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders next following after their election. Except as the date DGCL may otherwise require, in the interim between annual meetings of their designation stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum (as Class III directorsdefined in the Corporation’s Bylaws), or by the sole remaining director. Each director All directors shall hold office until the annual meeting expiration of stockholders at which his term expires andtheir respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, the foregoing notwithstanding, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removal. The Board of Directors shall specify the class to which a newly created directorship shall be allocatedqualified.

Classified Board. The directorsAt the Effective Time, other than those who may be elected by the holders of any series of Preferred Stock, Directors shall be divided classified, with respect to the time for which they shall hold their respective offices, by dividing them into three classes: , with each Director then in office to be designated as a Class II Director, a Class II and Director or a Class III. As of the effectiveness of this Restated Certificate of IncorporationIII Director, the Board of Directors shall assign with each person who is serving as a director class to one of such classes, as determined in the sole discretion of the Board of Directors; provided, however, that the initial Voting Share Director shall be assigned to Class I. Such classes shall be apportioned as nearly equal in number of directors as possible. Each director Directors shall serve for be assigned to each class in accordance with a term ending on resolution or resolutions adopted by the third annual meeting Board of stockholders following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Directors. The initial Class I directors Directors shall serve for a term expiring at the first annual meeting of stockholders next of the Corporation following the date of their designation as Class I directors, Effective Time; the directors first designated as initial Class II directors Directors shall serve for a term expiring at the second annual meeting of stockholders next following the date of their designation as Class II directors, Effective Time; and the directors first designated as initial Class III directors Directors shall serve for a term expiring at the third annual meeting of stockholders next following the date of their designation as Class III directorsEffective Time. Each director shall hold office until the At each annual meeting of stockholders at which his beginning with the first annual meeting of stockholders following the Effective Time, the successors of the class of Directors whose term expires andat that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be held following their election, the foregoing notwithstanding, shall serve with each Director in each such class to hold office until his or her successor shall have been is duly elected and qualified or until his qualified, subject to such Director’s earlier death, resignation or removal. At each annual election, the directors chosen to succeed those whose terms then expire shall be removal in accordance with Section 7.4 of the same class as the directors they succeed, unless, by reason this Amended and Restated Certificate of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removalIncorporation. The Board of Directors shall specify is authorized to assign each Director already in office at the class Effective Time, as well as each Director elected or appointed to which a newly created directorship shall be allocateddue to an increase in the size of the Board of Directors, to Class I, Class II or Class III. The provisions of this Section 7.5 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors and such directors need not serve classified terms.]1 1 Note to Form: Parties to determine Board classification, if any, pre-Closing.