Common use of Company Board of Directors Clause in Contracts

Company Board of Directors. (a) WPL's, IES's and Interstate's respective Boards of Directors will take such action as may be necessary to cause the number of directors comprising the full Board of Directors of the Company at the Effective Time to be fifteen (15) persons. The directors shall be divided into three classes (hereafter referred to as "Class I," "Class II" and "Class III") of five directors each. Class I directors shall be appointed for a term expiring at the first annual meeting of shareholders of the Company following the Effective Time, Class II directors shall be appointed for a term expiring at the second annual meeting of shareholders of the Company following the Effective Time, and Class III directors shall be appointed for a term expiring at the third annual meeting of shareholders of the Company following the Effective Time, and in each case until their respective successors have been duly elected and qualified. Of the directors comprising Class I, two shall be designated by each of IES and WPL and one shall be designated by Interstate prior to the Effective Time. Of the directors comprising Class II, two shall be designated by each of IES and WPL, and one shall be designated by Interstate prior to the Effective Time. Class III directors shall consist of Xxx Xxx ("Xx. Xxx"), Xx. Xxxxx and Xx. Xxxxxxxxxxx as well as two additional directors, one director designated by each of IES and WPL prior to the Effective Time. Directors designated by IES, WPL and Interstate (including their successors) are hereinafter sometimes referred to as the "IES Directors," "WPL Directors" and "Interstate Directors," respectively. Notwithstanding the foregoing, if, prior to the Effective Time, any of such designees shall decline or be unable to serve, the respective party which designated such person shall designate another person to serve in such person's stead. In addition, subject to the limitations set forth in Section 8.13(b), for a period commencing as of the Effective Time and expiring on the date of the third annual meeting of shareholders of the Company following the Effective Time, the IES, WPL and Interstate Directors (each as a separate group) shall be entitled to nominate those persons who will be eligible to be appointed, elected or re-elected as IES, WPL and Interstate Directors, respectively. For purposes of this Agreement, Messrs. Liu, Davis and Xxxxxxxxxxx shall be deemed to have been designated by IES, WPL and Interstate, respectively. WPL's, IES's and Interstate's respective Boards of Directors will also take such action as may be necessary to cause the Nominating, Audit and Compensation Committees of the Board of Directors of the Company at the Effective Time to consist proportionally (to the extent reasonably practicable) of designees of each of WPL, IES and Interstate.

Company Board of Directors. (a) WPL's, IES's and Interstate's respective Boards of Directors will take such action as may be necessary to cause the number of directors comprising the full Board of Directors of the Company at the Effective Time to be fifteen (15) persons. The directors shall be divided into three classes (hereafter referred to as "Class I," "Class II" and "Class III") of five directors each. Class I directors shall be appointed for a term expiring at the first annual meeting of shareholders of the Company following the Effective Time, Class II directors shall be appointed for a term expiring at the second annual meeting of shareholders of the Company following the Effective Time, and Class III directors shall be appointed for a term expiring at the third annual meeting of shareholders of the Company following the Effective Time, and in each case until their respective successors have been duly elected and qualified. Of the directors comprising Class I, two shall be designated by each of IES and WPL and one shall be designated by Interstate prior to the Effective Time. Of the directors comprising Class II, two shall be designated by each of IES and WPL, and one shall be designated by Interstate prior to the Effective Time. Class III directors shall consist of Xxx Xxx Lee Liu ("Xx. XxxMr. Liu"), Xx. Xxxxx Mr. Davis and Xx. Xxxxxxxxxxx Mr. Stoppelmoor as well as two additional directorswexx xx xwo xxxxxxxnal xxxxxxxxx, one director designated xxxxxxxx xxxxxnated by each of IES and WPL prior to the Effective Time. Directors designated by IES, WPL and Interstate (including their successors) are hereinafter sometimes referred to as the "IES Directors," "WPL Directors" and "Interstate Directors," respectively. Notwithstanding the foregoing, if, prior to the Effective Time, any of such designees shall decline or be unable to serve, the respective party which designated such person shall designate another person to serve in such person's stead. In addition, subject to the limitations set forth in Section 8.13(b), for a period commencing as of the Effective Time and expiring on the date of the third annual meeting of shareholders of the Company following the Effective Time, the IES, WPL and Interstate Directors (each as a separate group) shall be entitled to nominate those persons who will be eligible to be appointed, elected or re-elected as IES, WPL and Interstate Directors, respectively. For purposes of this Agreement, Messrs. Liu, Davis and Xxxxxxxxxxx Stoppelmoor shall be deemed to have been designated by IESIXX, WPL and XXX xxx Interstate, respectively. WPL's, IES's and Interstate's respective Boards of Directors will also take such action as may be necessary to cause the Nominating, Audit and Compensation Committees of the Board of Directors of the Company at the Effective Time to consist proportionally (to the extent reasonably practicable) of designees of each of WPL, IES and Interstate.

Company Board of Directors. (a) WPL's, IESTES's and Interstate's respective Boards of Directors will take such action as may be necessary to cause the number of directors comprising the full Board of Directors of the Company at the Effective Time to be fifteen (15) persons. The directors shall be divided into three classes (hereafter referred to as "Class '.'Class I," "Class II" ' and "Class III") of five directors each. Class I directors shall be appointed for a term expiring at the first annual meeting of shareholders of the Company following the Effective Time, Class II directors shall be appointed for a term expiring at the second annual meeting of shareholders of the Company following the Effective Time, and Class and;Class III directors shall be appointed for a term expiring at the third annual meeting of shareholders of the Company following the Effective Time, and in each case until their respective successors have been duly elected and qualified. Of the directors comprising Class I, two shall be designated by each of of.IES and WPL WPL. and one shall be designated by Interstate prior to the Effective Time. Of the the. directors comprising Class II, two shall be designated by each of IES and WPL, and one shall be designated by Interstate prior to the Effective Time. Class III directors shall consist of Xxx Xxx ("Xx. .Xxx"), Xx. Xx Xxxxx and Xx. Xxxxxxxxxxx as well as two additional directors, one director designated by each of IES and WPL prior to the Effective Time. Directors designated by IES, WPL and Interstate (including their successors) are hereinafter sometimes referred to as the "IES Directors," "WPL Directors" and "Interstate Directors," respectively. Notwithstanding the foregoing, if, prior to the Effective Time, any of such designees shall shalf decline or be unable to serve, the respective party which designated such person shall designate another person to serve in such person's stead. In addition, subject to the limitations set forth in Section Sec tion 8.13(b), for a period commencing as of the Effective Time and expiring on the date of the third annual meeting of shareholders of the Company following the Effective Time, the IES, WPL and Interstate Directors (each as a separate group) shall be entitled to nominate those persons who will be eligible to be appointed, ; elected or re-elected as IES, WPL and Interstate Directors, respectively. For Fo? purposes of this Agreement, Messrs. Liu, Davis and Xxxxxxxxxxx Stoppelnoor shall be deemed to have been designated by IES, WPL and Interstate, respectively. WPL's, IES's and Interstate's respective Boards of Directors will also take such action as may be necessary necessary, to cause the Nominating, Audit and Compensation Committees of the Board of Directors of the Company at the Effective Time to consist proportionally (to the extent reasonably practicable) of designees of each of WPL, IES and Interstate. (b) For a period of five years following the Effective Time, no person who is an executive officer or employee of the Company pr any.of its Subsidiaries shall be eligible to serve as a director of the Company, except for Messrs. Liu, Davis arid Xxxxxxxxxxx; provided, however, that if Xx. Xxxxx is not then serving as Chief Executive Officer of the Company, the individual serving in such capacity shall be eligible to serve as a director of the Company. (c) Meetings of the Board of Directors of the Company shall be reasonably rotated among the WPL, IES and Interstate cities fir so long as separate utility headquarters exist in those cities.

Company Board of Directors. (a) WPL's, IES's and Interstate's respective Boards of Directors will take such action as may be necessary to cause the number of directors comprising the full Board of Directors of the Company at the Effective Time to be fifteen (15) persons. The directors shall be divided into three classes (hereafter referred to as "Class I," "Class II" and "Class III") of five directors each. Class I directors shall be appointed for a term expiring at the first annual meeting of shareholders of the Company following the Effective Time, Class II directors shall be appointed for a term expiring at the second annual meeting of shareholders of the Company following the Effective Time, and Class III directors shall be appointed for a term expiring at the third annual meeting of shareholders of the Company following the Effective Time, and in each case until their respective successors have been duly elected and qualified. Of the directors comprising Class I, two shall be designated by each of IES and WPL and one shall be designated by Interstate prior to the Effective Time. Of the directors comprising Class II, two shall be designated by each of IES and WPL, and one shall be designated by Interstate prior to the Effective Time. Class III directors shall consist of Xxx Xxx ("Xx. Xxx"), Xx. Xxxxx and Xx. Xxxxxxxxxxx as well as two additional directors, one director designated by each of IES and WPL prior to the Effective Time. Directors designated by IES, WPL and Interstate (including their successors) are hereinafter sometimes referred to as the "IES Directors," "WPL Directors" and "Interstate Directors," respectively. Notwithstanding the foregoing, if, prior to the Effective Time, any of such designees shall decline or be unable to serve, the respective party which designated such person shall designate another person to serve in such person's stead. In addition, subject to the limitations set forth in Section 8.13(b), for a period commencing as of the Effective Time and expiring on the date of the third annual meeting of shareholders of the Company following the Effective Time, the IES, WPL and Interstate Directors (each as a separate group) shall be entitled to nominate those persons who will be eligible to be appointed, elected or re-elected as IES, WPL and Interstate Directors, respectively. For purposes of this Agreement, Messrs. Liu, Davis and Xxxxxxxxxxx shall be deemed to have been designated by IES, WPL and Interstate, respectively. WPL's, IES's and Interstate's respective Boards of Directors will also take such action as may be necessary to cause the Nominating, Audit and Compensation Committees of the Board of Directors of the Company at the Effective Time to consist proportionally (to the extent reasonably practicable) of designees of each of WPL, IES and Interstate.