Common use of Classified Board Clause in Contracts

Classified Board. As of the IPO Date, the Directors shall be divided into three classes and designated Class I, Class II, and Class III. The Board may assign Directors already in office immediately prior to the IPO Date to such classes. The initial term of the Class I Directors shall expire at the first annual meeting of Members to be held after the IPO Date, the initial term of the Class II Directors shall expire at the second annual meeting of Members to be held after the IPO Date, and the initial term of the Class III Directors shall expire at the third annual meeting of Members to be held after the IPO Date. Directors of each class shall hold office until their successors are duly elected and qualified or until such Director’s earlier death, resignation or removal. At each annual meeting of Members following the IPO Date, 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 succeeding annual meeting of Members after their election. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.