Common use of Composition of Board of Directors Clause in Contracts

Composition of Board of Directors. At the Effective Time, the Corporation’s Board of Directors shall be comprised of twenty (20) Directors, to consist of twelve (12) of the then current members of the Corporation’s Board of Directors (including the then current Chairman, President and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former Corporation Directors”), and eight (8) of the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as of the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s Articles of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serve.

Composition of Board of Directors. At (a) The Shareholders agree that, effective as of the Effective Timedate hereof, the Corporation’s Board of Directors of the Company (the "Board of Directors") shall be comprised of twenty (20) Directors, to consist of twelve eleven (1211) of members (each, a "Director") and shall have the then current members of the Corporation’s Board of Directors (including the then current Chairman, President and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least following composition: seven (7) of whom must Directors elected from candidates nominated by CIASA at its sole option ("CIASA Directors"); one (1) Director elected from candidates nominated by Continental at its sole option (the "Continental Director"); and three (3) Directors who shall be “"independent” " (the "Independent Directors") under the rules of the New York Stock Exchange (the "NYSE"); provided that the number of Continental Directors shall be automatically decreased to zero at such time as Continental, together with its Permitted Transferees, owns less than 19% of the total outstanding shares and the Securities and Exchange Commission Alliance Agreement has expired or been terminated. Each of the Shareholders agrees to vote, or act by written consent with respect to, any Shares beneficially owned by it that are entitled to vote, at each annual or special meeting of stockholders of the Company at which Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, to cause the CIASA Directors, the Continental Director and the Independent Directors to be elected to the Corporation (the “Former Corporation Directors”), and eight (8) of the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “Former WHN Directors”). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as provided in this Section 1.2. Each of the Effective Time will serve Shareholders agrees to use its best efforts to cause the election of each such designee to the Board of Directors, including nominating such individuals to be elected as members of the Board of Directors. Further, the Company agrees that, if at any time there is a vacancy on the Board of Directors until their respective successors and as a result thereof the Board of Directors includes fewer CIASA Directors or Continental Directors than CIASA or Continental are duly elected entitled to nominate at such time, then the Company shall nominate or appoint, as the case may be, the person designated by CIASA or Continental, as the case may be, to fill such vacancy and, in the event of a shareholders vote, shall recommend to shareholders such individual's election to the Board. In addition, at any time when there is no Continental Director on the Board of Directors and qualified Continental is entitled to appoint a member of the Board of Directors, at Continental's request, the Company shall invite an individual designated by Continental at such time to attend all board meetings (including telephonic meetings) as a non-voting observer and review all actions taken by the Board of Directors without a meeting, and shall provide such individual, at the same time as provided to Directors, all materials provided to Directors in accordance connection with the Corporation’s Articles of Incorporation, By-Laws and applicable law unless he such meetings or she earlier resigns, retires, is removed or is unable to serveactions taken without a meeting.

Composition of Board of Directors. At Between the Effective TimeDate and the date upon which the Illini operating agreement is next amended, the Corporation’s Board of Directors will be composed of the current initial directors and three (3) advisory directors who shall be comprised of twenty (20) Directorsappointed by Rawhide. Beginning upon the date upon which the Illini operating agreement is next amended, to consist of twelve (12) the directors appointed by Rawhide shall become actual directors with all of the then current members rights of the Corporation’s Board other Illini directors and any quorum required for the Illini board of Directors (including directors to thereafter take action shall require the then current Chairmanpresence of at least one director appointed by Rawhide. Provided, President and Chief Executive Officer however, that if Illini gives the Rawhide appointed directors notice of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (two consecutive director meetings as defined provided in the Merger Agreement)Illini operating agreement, and at least seven one Rawhide appointed director does not attend either meeting, personally or telephonically, then thereafter no Rawhide appointed director shall necessarily be required for purposes of a quorum. Notwithstanding the foregoing, the Rawhide appointed directors shall continue to be counted toward the minimum quorum requirement. Following the Escrow Closing Date, the Board will be composed of a total of nine (79) directors, four (4) of whom must will be “independent” under appointed by the rules initial directors of Illini to represent the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation Seed Capital Investors (the “Former Corporation Illini Appointed Directors”), and eight (8) of the then current members of WHN’s Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must will be “independent” under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation appointed by Rawhide (the “Former WHN Rawhide Appointed Directors”). If Once appointed, a director may only be removed “for cause,” and an individual who has previously been removed for cause shall not at any Former Corporation Director or Former WHN Director designated shall time thereafter be unable or unwilling eligible to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s placedirector of Illini. The Former Corporation Illini Appointed Directors and Former WHN Directors who are designated shall serve until the first special or annual meeting of the members following the date on which substantial operations of the Illini ethanol plant commence. After the expiration of the initial terms of the Illini Appointed Directors, four (4) directors shall be split such that two (2) elected by the members for staggered terms of the three (3) classes years at the first special or annual meeting; provided however, that Rawhide shall not be entitled to vote for the election of any directors that the Corporation’s members are entitled to elect. The five (5) Rawhide Appointed Directors will shall not be comprised elected by the members and shall continue to be appointed by and serve at the pleasure of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of Rawhide. Additionally, the three (3) classes of Illini directors, as elected by the Corporation’s Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior members, shall annually appoint a member, from among themselves, to the mailing board of directors of Rawhide. Xxxxxx Xxxxx shall be the Joint Proxy Statementfirst director so appointed. If Xxxxxx Xxxxx resigns, each the directors of Illini, as elected by the Corporation members, shall then appoint a successor. Once appointed to the Rawhide board of directors, that director may be removed “for cause,” and WHN will designate in writing the class an individual who has previously been removed for cause shall not at any time thereafter be eligible to which each individual Director designated by such party is to be assigned. The members of the Corporation’s Board of Directors as of the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s Articles a director of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serveRawhide.

Composition of Board of Directors. At the Effective Time, the Corporation’s 's Board of Directors shall be comprised of twenty (20) Directors, to consist of twelve (12) of the then current members of the Corporation’s 's Board of Directors (including the then current Chairman, President and Chief Executive Officer of the Corporation), designated by the Corporation before the mailing of the Joint Proxy Statement (as defined in the Merger Agreement), at least seven (7) of whom must be “"independent” " under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “"Former Corporation Directors”"), and eight (8) of the then current members of WHN’s 's Board of Directors (including the then current Chairman and Chief Executive Officer of WHN), designated by WHN before the mailing of the Joint Proxy Statement, at least five (5) of whom must be “"independent” " under the rules of the New York Stock Exchange and the Securities and Exchange Commission with respect to the Corporation (the “"Former WHN Directors”"). If any Former Corporation Director or Former WHN Director designated shall be unable or unwilling to serve as a Director at the Effective Time, the party which designated such individual as indicated above shall designate another individual reasonably acceptable to the Governance Committee to serve in such individual’s 's place. The Former Corporation Directors and Former WHN Directors who are designated shall be split such that two (2) of the three (3) classes of the Corporation’s 's Directors will be comprised of four (4) Former Corporation Directors and three (3) Former WHN Directors and one (1) of the three (3) classes of the Corporation’s 's Directors will be comprised of four (4) Former Corporation Directors and two (2) Former WHN Directors. Prior to the mailing of the Joint Proxy Statement, each of the Corporation and WHN will designate in writing the class to which each individual Director designated by such party is to be assigned. The members of the Corporation’s 's Board of Directors as of the Effective Time will serve as Directors until their respective successors are duly elected and qualified in accordance with the Corporation’s 's Articles of Incorporation, By-Laws and applicable law unless he or she earlier resigns, retires, is removed or is unable to serve.