Common use of Composition of the Board of Directors Clause in Contracts

Composition of the Board of Directors. The composition of the Board of Directors and manner of selecting members thereof shall be as follows: (a) The Board of Directors shall be composed of 13 Directors. The number of such Directors may be increased only in accordance with Section 2.01(g). (b) Immediately following the Closing, the Directors shall be those individuals designated in accordance with Section 1.09 of the Combination Agreement and Exhibit H thereto and shall be classified as set forth on such Exhibit H. (c) Except as otherwise provided herein, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board of Directors): (i) the Corporate Governance and Nominating Committee shall nominate for election one Management Director, who shall be the Chief Executive Officer or equivalent senior executive of Xxxxxxxx American; (ii) B&W shall have the right to designate for nomination by the Corporate Governance and Nominating Committee five Investor Directors, at least three of whom shall be Independent Directors and two of whom may be executive employees of any Investor Party, and each of whom shall be nominated for election by the Corporate Governance and Nominating Committee; and (iii) the Corporate Governance and Nominating Committee shall nominate for election the remaining Directors, each of whom shall be an Independent Director; provided, however, that the Corporate Governance and Nominating Committee may re-nominate Xxxxxx X. Xxxxxxxxx for election to the Board of Directors without regard to whether he is an Independent Director. (d) Notwithstanding anything in Section 2.01(c) to the contrary, (i) if B&W's Percentage Interest, calculated as of the close of business on the last NYSE trading day of the month prior to the meeting in which the Corporate Governance and Nominating Committee selects Director nominees (the "Nominee Calculation Date"), falls below 32% but remains at least 27%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination four Investor Directors, at least two of whom shall be Independent Directors and two of whom may be executive officers of any Investor Party; (ii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 27% but remains at least 22%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination three Investor Directors, at least two of whom shall be Independent Directors and one of whom may be an executive officer of any Investor Party; (iii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 22% but remains at least 15%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination two Investor Directors, at least one of whom shall be an Independent Director and one of whom may be an executive officer of any Investor Party; and (iv) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 15%, B&W shall no longer have the right to designate for nomination any Investor Director. (e) In connection with each meeting of the shareholders of Xxxxxxxx American in which Directors shall be elected, B&W shall have the right to designate for nomination a number of nominees for Director that together with the persons designated for nomination by B&W who are Directors in the classes not standing for election at such meeting equals the number of Investor Directors that B&W is entitled to designate for nomination pursuant to this Section 2.01 as of the date of such meeting. Xxxxxxxx American shall cause each person designated for election in accordance with this Section 2.01 to be included in management's slate of nominees for such meeting. (f) B&W and the Board of Directors, respectively, shall have the right to designate any replacement for a Director designated for nomination or nominated, as the case may be, in accordance with this Section 2.01 by B&W or the Board of Directors, respectively, upon the death, resignation, retirement, disqualification or removal from office for other cause of such Director. Such replacement for any Independent Director shall also be an Independent Director. The Board of Directors shall elect each person so designated. (g) Without limiting the generality of Section 2.01(c), in the event that the number of Investor Directors on the Board of Directors differs from the number that B&W has the right (and wishes) to designate pursuant to this Section 2.01, (i) if the number of Investor Directors exceeds such number, B&W shall promptly take all appropriate action to cause to resign that number of Investor Directors as is required to make the remaining number of such Investor Directors conform to this Section 2.01 or (ii) if the number of Investor Directors otherwise is less than such number, the Board of Directors shall take all necessary action to create sufficient vacancies on the Board of Directors to permit B&W to designate the full number of Investor Directors that it is entitled (and wishes) to designate pursuant to this Section 2.01 (such action to include expanding the size of the Board of Directors, seeking the resignation of Directors or, at the request of B&W, calling a special meeting of the shareholders of Xxxxxxxx American for the purpose of removing Directors to create such vacancies to the extent permitted by applicable law). Upon the creation of any vacancy pursuant to the preceding sentence, B&W shall designate the person to fill such vacancy in accordance with this Section 2.01, and the Board of Directors shall elect each person so designated. In the event that the number of Directors is increased pursuant to this Section 2.01(g), the Board of Directors shall cause the number of Directors to be reduced at the first available opportunity to comply with the number of Directors otherwise specified by Section 2.01(a). (h) Notwithstanding anything to the contrary in the foregoing, in no event will (i) the number of Investor Directors divided by the total number of Directors then comprising the Board exceed (ii) the number of Investor Directors which B&W is then entitled to designate pursuant to Sections 2.01(c) and (d) divided by 12, rounded up to the nearest whole number. (i) In the event that the Corporate Governance and Nominating Committee or the Board of Directors relies on Section 2.08 to exclude an Investor Director nominee from management's slate of nominees (or otherwise take adverse action with respect to any such Investor Director nominee, including failing to recommend the election of such Investor Director nominee), the Corporate Governance and Nominating Committee and the Board of Directors shall afford B&W a reasonable opportunity to select a replacement Investor Director nominee for inclusion, subject to Section 2.08, on management's slate of nominees.

Composition of the Board of Directors. The composition Prior to any Initial Public Offering of the Board Company, the number of Directors and manner of selecting members thereof constituting the Board shall be as follows: five (a) The Board 5). Each Shareholder shall vote its Shares at any shareholders meeting called for the purpose of electing Directors shall be composed or in any written consent of 13 Directors. The number of Shareholders executed for such Directors may be increased only in accordance with Section 2.01(g). (b) Immediately following the Closingpurpose to elect, the Directors shall be those individuals designated in accordance with Section 1.09 of the Combination Agreement and Exhibit H thereto and shall be classified as set forth on such Exhibit H. (c) Except as otherwise provided herein, take all other actions necessary or required to ensure the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board of Directors): (i) the Corporate Governance and Nominating Committee shall nominate for election one Management Director, who shall be the Chief Executive Officer or equivalent senior executive of Xxxxxxxx American; (ii) B&W shall have the right to designate for nomination by the Corporate Governance and Nominating Committee five Investor Directors, at least three of whom shall be Independent Directors and two of whom may be executive employees of any Investor Party, and each of whom shall be nominated for election by the Corporate Governance and Nominating Committee; and (iii) the Corporate Governance and Nominating Committee shall nominate for election the remaining Directors, each of whom shall be an Independent Director; provided, however, that the Corporate Governance and Nominating Committee may re-nominate Xxxxxx X. Xxxxxxxxx for election to the Board of Directors without regard to whether he is an Independent Director. (d) Notwithstanding anything in Section 2.01(c) to the contrary, (i) if B&W's Percentage Interest, calculated as of the close of business on the last NYSE trading day of the month prior to the meeting in which the Corporate Governance and Nominating Committee selects Director nominees (the "Nominee Calculation Date"), falls below 32% but remains at least 27%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination four Investor Directors, at least two of whom shall be Independent Directors and two of whom may be executive officers of any Investor Party; (ii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 27% but remains at least 22%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination three Investor Directors, at least two of whom shall be Independent Directors and one of whom may be an executive officer of any Investor Party; (iii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 22% but remains at least 15%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination two Investor Directors, at least one of whom shall be an Independent Director and one of whom may be an executive officer of any Investor Party; and (iv) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 15%, B&W shall no longer have the right to designate for nomination any Investor Director. (e) In connection with each meeting of the shareholders of Xxxxxxxx American in which Directors shall be elected, B&W shall have the right to designate for nomination a number of nominees for Director that together with the persons designated for nomination by B&W who are Directors in the classes not standing for election at such meeting equals the number of Investor Directors that B&W is entitled to designate for nomination pursuant to this Section 2.01 as of the date of such meeting. Xxxxxxxx American shall cause each person designated for election in accordance with this Section 2.01 to be included in management's slate of nominees for such meeting. (f) B&W and the Board of Directors, respectively, shall have the right to designate any replacement for a Director designated for nomination or nominated, as the case may be, in accordance with this Section 2.01 by B&W or the Board of Directors, respectively, upon the death, resignation, retirement, disqualification or removal from office for other cause of such Director. Such replacement for any Independent Director shall also be an Independent Director. The Board of Directors shall elect each person so designated. (g) Without limiting the generality of Section 2.01(c), in the event that the number of Investor Directors on the Board of Directors differs from the number that B&W has the right (and wishes) to designate pursuant to this Section 2.01of, (i) if one (1) nominee of Superway Enterprises (the number of Investor Directors exceeds such number, B&W shall promptly take all appropriate action to cause to resign that number of Investor Directors as is required to make the remaining number of such Investor Directors conform to this Section 2.01 or “Superway Enterprises Director”); (ii) if two (2) nominees of Crescent Jade (each, a “Crescent Jade Director”), one of the number Crescent Jade Directors is referred to as the “CJ Director,” and the other Crescent Jade Director is referred to as the “Common Director” provided that (A) the CJ Director and the Common Director shall be deemed to be the Crescent Jade Directors designated by Crescent Jade for all purposes of Investor Directors otherwise is less than such numberthis Agreement, (B) the Board nomination of Directors the Common Director shall take all necessary action be subject to create sufficient vacancies on the Board prior written consent of Directors Solid Gain, (C) the nomination of a replacement for the Common Director shall be subject to permit B&W the prior written consent of Solid Gain and (D) Crescent Jade may, at its discretion and subject to designate the full number prior written consent of Investor Directors that it is entitled Solid Gain, assign, in part or in whole, its right to nominate the Common Director; (iii) one (1) nominee of the BVI Companies (the “BVI Companies Director”) and wishes(iv) to designate pursuant to this Section 2.01 one (such action to include expanding 1) nominee of MCO2 (the size “MCO2 Director”). The Chairman of the Board shall be selected by the approval of a supermajority of at least four-fifths of the Directors from among the Crescent Jade Directors, seeking the resignation Superway Enterprises Director and the BVI Companies Director. At the time of Directors or, at the request of B&W, calling a special meeting any Initial Public Offering of the shareholders of Xxxxxxxx American for the purpose of removing Directors to create such vacancies to the extent permitted by applicable law). Upon the creation of any vacancy pursuant to the preceding sentenceCompany, B&W shall designate the person to fill such vacancy in accordance with this Section 2.01, and the Board of Directors shall elect each person so designated. In the event that the number of Directors is increased pursuant to this Section 2.01(g), constituting the Board shall be seven (7). Two (2) of these Directors shall cause be independent Directors, as defined under the number rules of Directors the applicable stock exchange and applicable laws and regulations. Any Director may bring a translator to be reduced at any Board meeting so long as the first available opportunity to comply with the number of Directors otherwise specified translator is bound by Section 2.01(a). (h) Notwithstanding anything a confidentiality agreement satisfactory to the contrary in the foregoing, in no event will (i) the number of Investor Directors divided by the total number of Directors then comprising the Board exceed (ii) the number of Investor Directors which B&W is then entitled to designate pursuant to Sections 2.01(c) and (d) divided by 12, rounded up to the nearest whole numberCompany. (i) In the event that the Corporate Governance and Nominating Committee or the Board of Directors relies on Section 2.08 to exclude an Investor Director nominee from management's slate of nominees (or otherwise take adverse action with respect to any such Investor Director nominee, including failing to recommend the election of such Investor Director nominee), the Corporate Governance and Nominating Committee and the Board of Directors shall afford B&W a reasonable opportunity to select a replacement Investor Director nominee for inclusion, subject to Section 2.08, on management's slate of nominees.

Composition of the Board of Directors. 13.1. The composition Company’s Board of Directors (the “Board”) shall consist of up to five directors to be designated, replaced and removed by written notice to the Company as follows: 13.2. Following the Effective Date, Cimatron will be entitled to appoint at it sole discretion either (i) one director to the Company’s Board of Directors and manner of selecting members thereof shall be as follows: (a) The Board of Directors shall be composed of 13 Directors. The number of such Directors may be increased only in accordance with Section 2.01(g). (b) Immediately following the Closing, the Directors shall be those individuals designated in accordance with Section 1.09 of the Combination Agreement and Exhibit H thereto and shall be classified as set forth on such Exhibit H. (c) Except as otherwise provided herein, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board of Directors): (i) the Corporate Governance and Nominating Committee shall nominate for election one Management Director, who shall be the Chief Executive Officer or equivalent senior executive of Xxxxxxxx American; (ii) B&W shall have the right to designate for nomination by the Corporate Governance and Nominating Committee five Investor Directors, at least three of whom shall be Independent Directors and two of whom may be executive employees of any Investor Party, and each of whom shall be nominated for election by the Corporate Governance and Nominating Committee; and (iii) the Corporate Governance and Nominating Committee shall nominate for election the remaining Directors, each of whom shall be an Independent Director; provided, however, that the Corporate Governance and Nominating Committee may re-nominate Xxxxxx X. Xxxxxxxxx for election to the Board of Directors of each of the Company’s Affiliates (except for Solid World srl.) and to the Board of Auditors of the Company and its Affiliates (except for Solid World srl.) or (ii) one observer (fully entitled to receive all information and attend board meetings, but without regard a right to whether he is an Independent Director. (d) Notwithstanding anything in Section 2.01(cvote) to the contrary, (i) if B&W's Percentage Interest, calculated as of the close of business on the last NYSE trading day of the month prior to the meeting in which the Corporate Governance and Nominating Committee selects Director nominees (the "Nominee Calculation Date"), falls below 32% but remains at least 27%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination four Investor Directors, at least two of whom shall be Independent Directors and two of whom may be executive officers of any Investor Party; (ii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 27% but remains at least 22%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination three Investor Directors, at least two of whom shall be Independent Directors and one of whom may be an executive officer of any Investor Party; (iii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 22% but remains at least 15%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination two Investor Directors, at least one of whom shall be an Independent Director and one of whom may be an executive officer of any Investor Party; and (iv) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 15%, B&W shall no longer have the right to designate for nomination any Investor Director. (e) In connection with each meeting of the shareholders of Xxxxxxxx American in which Directors shall be elected, B&W shall have the right to designate for nomination a number of nominees for Director that together with the persons designated for nomination by B&W who are Directors in the classes not standing for election at such meeting equals the number of Investor Directors that B&W is entitled to designate for nomination pursuant to this Section 2.01 as of the date of such meeting. Xxxxxxxx American shall cause each person designated for election in accordance with this Section 2.01 to be included in management's slate of nominees for such meeting. (f) B&W and the Board of Directors, respectively, shall have the right to designate any replacement for a Director designated for nomination or nominated, as the case may be, in accordance with this Section 2.01 by B&W or the Board of Directors, respectively, upon the death, resignation, retirement, disqualification or removal from office for other cause of such Director. Such replacement for any Independent Director shall also be an Independent Director. The Company’s Board of Directors shall elect each person so designated. (g) Without limiting the generality of Section 2.01(c), in the event that the number of Investor Directors on and to the Board of Directors differs from of each of the number that B&W has Company’s Affiliates (except for Solid World srl.). In addition to the right director appointed by Cimatron, 3 directors shall be appointed by the shareholders, which initially shall be X.Xxxxxxx, X.Xxxxx, X.Xxxxxx. 13.3. Following the exercise by Cimatron of the First Call Option (or the ownership by Cimatron otherwise of 51% of the Company) Cimatron shall be entitled to appoint all the directors appointed to the Company’s Board of Directors and wishes) to designate pursuant to this Section 2.01, (i) if the number of Investor Directors exceeds such number, B&W shall promptly take all appropriate action to cause to resign that number of Investor Directors as is required to make the remaining number of such Investor Directors conform to this Section 2.01 or (ii) if the number of Investor Directors otherwise is less than such number, the Board of Directors of each of the Company’s Affiliates (except for Solid World srl.); except that the other shareholders of the Company shall take all necessary action be entitled to create sufficient vacancies on appoint one director to the Board of Directors of the Company as long as they hold Quotas in the Company. 13.4. The Company shall obtain from financially sound and reputable insurers a Directors’ and Officers’ insurance policy with appropriate coverage satisfactory to permit B&W Cimatron. In addition, the Company shall issue to designate each of the directors appointed by Cimatron an indemnification undertaking providing each such director indemnification to the full number of Investor Directors that it is entitled (extent permitted under the law, in the form acceptable to Cimatron. 13.5. Subject to the Company’s prior approval, all reasonable out-of-pocket expenses incurred by all the directors for attending Board and wishes) to designate pursuant to this Section 2.01 (such action to include expanding committees meetings and performing their duties as directors shall be reimbursed by the size Company. Board meetings shall be held by telephone conference call. Microsystem shall bear travel expenses of the directors appointed by Cimatron if Board of Directors, seeking the resignation of Directors or, at the request of B&W, calling a special meeting of the shareholders of Xxxxxxxx American for the purpose of removing Directors to create such vacancies to the extent permitted by applicable law). Upon the creation of any vacancy pursuant to the preceding sentence, B&W shall designate the person to fill such vacancy meetings are held in accordance with this Section 2.01, and the Board of Directors shall elect each person so designated. In the event that the number of Directors is increased pursuant to this Section 2.01(g), the Board of Directors shall cause the number of Directors to be reduced at the first available opportunity to comply with the number of Directors otherwise specified by Section 2.01(a)Italy. (h) Notwithstanding anything to the contrary in the foregoing, in no event will (i) the number of Investor Directors divided by the total number of Directors then comprising the Board exceed (ii) the number of Investor Directors which B&W is then entitled to designate pursuant to Sections 2.01(c) and (d) divided by 12, rounded up to the nearest whole number. (i) In the event that the Corporate Governance and Nominating Committee or the Board of Directors relies on Section 2.08 to exclude an Investor Director nominee from management's slate of nominees (or otherwise take adverse action with respect to any such Investor Director nominee, including failing to recommend the election of such Investor Director nominee), the Corporate Governance and Nominating Committee and the Board of Directors shall afford B&W a reasonable opportunity to select a replacement Investor Director nominee for inclusion, subject to Section 2.08, on management's slate of nominees.

Composition of the Board of Directors. The composition (a) From and after the date hereof and until the provisions of this Section 3.2 cease to be effective pursuant to Section 3.5, each Stockholder agrees to vote all Shares owned or controlled by it and agrees to take all necessary action within its control, so that the Board of Directors shall be comprised of nine persons, three of whom shall be designated by AEA, three of whom shall be designated by DLJMB, one of whom shall be designated by DB, one of whom shall be the chief executive officer of the Company and one of whom shall be designated by the joint agreement of AEA and DLJMB; provided that prior to the Closing, the Board of Directors shall be comprised of three persons, one of whom shall be designated by each of AEA, DLJMB and DB until such time (prior to the Closing) when the size of the Board shall be increased to nine persons in accordance with the provisions hereof and the Company's By-laws. From and after the occurrence of the IPO, AEA and DLJMB each agrees that at least one Director designated by it shall be an independent director (each, an "Independent Director") as may be required by applicable law or stock exchange regulation. In connection with the IPO, each Stockholder will use its best efforts to cause the Company's certificate of incorporation and bylaws to provide that the Directors designated by AEA, DLJMB and DB pursuant to this Section 3.2(a) shall hold office until the third anniversary of the IPO or such earlier time as they may be removed pursuant to Section 3.2(b). If, subsequent to the IPO, any Stockholder loses its rights under this Section 3.2 pursuant to the first sentence of Section 3.5, such Stockholder shall take all necessary action within its control to cause each Director designated solely by it to resign and, if such resignation is not promptly received, shall request in writing to the Board of Directors and manner each other Stockholder the removal of selecting members thereof shall be as follows: (a) The Board of Directors shall be composed of 13 Directors. The number of such Directors may be increased only in accordance with Section 2.01(g)any Director designated solely by it. (b) Immediately following the ClosingEach of AEA, the Directors shall be those individuals designated in accordance with Section 1.09 of the Combination Agreement DLJMB, and Exhibit H thereto and shall be classified as set forth on such Exhibit H. (c) Except as otherwise provided herein, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board of Directors): (i) the Corporate Governance and Nominating Committee shall nominate for election one Management Director, who shall be the Chief Executive Officer or equivalent senior executive of Xxxxxxxx American; (ii) B&W DB shall have the right to designate for nomination by the Corporate Governance and Nominating Committee five Investor Directors, at least three of whom shall be Independent Directors and two of whom may be executive employees of any Investor Party, and each of whom shall be nominated for election by the Corporate Governance and Nominating Committee; and (iii) the Corporate Governance and Nominating Committee shall nominate for election the remaining Directors, each of whom shall be an Independent Director; provided, however, that the Corporate Governance and Nominating Committee may re-nominate Xxxxxx X. Xxxxxxxxx for election to the Board of Directors without regard to whether he is an Independent Director. (d) Notwithstanding anything in Section 2.01(c) to the contrary, (i) if B&W's Percentage Interest, calculated to cause the Stockholders to take all such action as of the close of business on the last NYSE trading day of the month prior to the meeting in which the Corporate Governance and Nominating Committee selects Director nominees (the "Nominee Calculation Date"), falls below 32% but remains at least 27%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination four Investor Directors, at least two of whom shall be Independent Directors and two of whom may be executive officers of necessary to remove, with or without Cause, any Investor Party; (ii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 27% but remains at least 22%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination three Investor Directors, at least two of whom shall be Independent Directors and one of whom may be an executive officer of any Investor Party; (iii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 22% but remains at least 15%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination two Investor Directors, at least one of whom shall be an Independent Director and one of whom may be an executive officer of any Investor Party; and (iv) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 15%, B&W shall no longer have the right to designate for nomination any Investor Director. (e) In connection with each meeting of the shareholders of Xxxxxxxx American in which Directors shall be elected, B&W shall have the right to designate for nomination a number of nominees for Director that together with the persons designated for nomination solely by B&W who are Directors in the classes not standing for election at such meeting equals the number of Investor Directors that B&W is entitled to designate for nomination it pursuant to this Section 2.01 as of the date of such meeting. Xxxxxxxx American shall cause each person designated for election in accordance with this Section 2.01 to be included in management's slate of nominees for such meeting. 3.2 and (fii) B&W and the Board of Directors, respectively, shall have the right to designate any replacement for a Director designated for nomination or nominated, as the case may be, in accordance with solely by it pursuant to this Section 2.01 by B&W or the Board of Directors, respectively3.2, upon the death, resignation, retirement, disqualification or removal from office for other cause of such Director. Such replacement for any Independent Director AEA and DLJMB acting jointly shall also be an Independent Director. The Board of Directors shall elect each person so designated. (g) Without limiting the generality of Section 2.01(c), in the event that the number of Investor Directors on the Board of Directors differs from the number that B&W has have the right (and wishes) to designate pursuant cause the Stockholders to this Section 2.01, (i) if the number of Investor Directors exceeds such number, B&W shall promptly take all appropriate action to cause to resign that number of Investor Directors as is required to make the remaining number of such Investor Directors conform to this Section 2.01 or (ii) if the number of Investor Directors otherwise is less than such number, the Board of Directors shall take all necessary action to create sufficient vacancies on the Board of Directors to permit B&W to designate the full number of Investor Directors that it is entitled (and wishes) to designate pursuant to this Section 2.01 (such action as may be necessary to include expanding the size of the Board of Directorsremove, seeking the resignation of Directors with or, at the request of B&W, calling a special meeting of the shareholders of Xxxxxxxx American for the purpose of removing Directors to create such vacancies to the extent permitted by applicable law). Upon the creation of any vacancy pursuant to the preceding sentence, B&W shall designate the person to fill such vacancy in accordance with this Section 2.01, and the Board of Directors shall elect each person so designated. In the event that the number of Directors is increased pursuant to this Section 2.01(g), the Board of Directors shall cause the number of Directors to be reduced at the first available opportunity to comply with the number of Directors otherwise specified by Section 2.01(a). (h) Notwithstanding anything to the contrary in the foregoing, in no event will (i) the number of Investor Directors divided by the total number of Directors then comprising the Board exceed (ii) the number of Investor Directors which B&W is then entitled to designate pursuant to Sections 2.01(c) and (d) divided by 12, rounded up to the nearest whole number. (i) In the event that the Corporate Governance and Nominating Committee or the Board of Directors relies on Section 2.08 to exclude an Investor Director nominee from management's slate of nominees (or otherwise take adverse action with respect to any such Investor Director nominee, including failing to recommend the election of such Investor Director nominee), the Corporate Governance and Nominating Committee and the Board of Directors shall afford B&W a reasonable opportunity to select a replacement Investor Director nominee for inclusion, subject to Section 2.08, on management's slate of nominees.

Composition of the Board of Directors. The composition 1. Unless the members of the Board Bank otherwise decide by a vote of Directors and manner of selecting members thereof shall be as follows: not less than seventy- five percent (a75%) The Board of Directors shall be composed of 13 Directors. The number of such Directors may be increased only in accordance with Section 2.01(g). (b) Immediately following the Closing, the Directors shall be those individuals designated in accordance with Section 1.09 of the Combination Agreement and Exhibit H thereto and shall be classified as set forth on such Exhibit H. (c) Except as otherwise provided herein, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board of Directors): (i) the Corporate Governance and Nominating Committee shall nominate for election one Management Director, who shall be the Chief Executive Officer or equivalent senior executive of Xxxxxxxx American; (ii) B&W shall have the right to designate for nomination by the Corporate Governance and Nominating Committee five Investor Directors, at least three of whom shall be Independent Directors and two of whom may be executive employees of any Investor Party, and each of whom shall be nominated for election by the Corporate Governance and Nominating Committee; and (iii) the Corporate Governance and Nominating Committee shall nominate for election the remaining Directors, each of whom shall be an Independent Director; provided, however, that the Corporate Governance and Nominating Committee may re-nominate Xxxxxx X. Xxxxxxxxx for election to the Board of Directors without regard to whether he is an Independent Director. (d) Notwithstanding anything in Section 2.01(c) to the contrary, (i) if B&W's Percentage Interest, calculated as total voting power of the close of business on the last NYSE trading day members of the month prior to the meeting in which the Corporate Governance and Nominating Committee selects Director nominees (the "Nominee Calculation Date"), falls below 32% but remains at least 27%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination four Investor Directors, at least two of whom shall be Independent Directors and two of whom may be executive officers of any Investor Party; (ii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 27% but remains at least 22%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination three Investor Directors, at least two of whom shall be Independent Directors and one of whom may be an executive officer of any Investor Party; (iii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 22% but remains at least 15%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination two Investor Directors, at least one of whom shall be an Independent Director and one of whom may be an executive officer of any Investor Party; and (iv) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 15%, B&W shall no longer have the right to designate for nomination any Investor Director. (e) In connection with each meeting of the shareholders of Xxxxxxxx American in which Directors shall be elected, B&W shall have the right to designate for nomination a number of nominees for Director that together with the persons designated for nomination by B&W who are Directors in the classes not standing for election at such meeting equals the number of Investor Directors that B&W is entitled to designate for nomination pursuant to this Section 2.01 as of the date of such meeting. Xxxxxxxx American shall cause each person designated for election in accordance with this Section 2.01 to be included in management's slate of nominees for such meeting. (f) B&W and the Board of Directors, respectively, shall have the right to designate any replacement for a Director designated for nomination or nominated, as the case may be, in accordance with this Section 2.01 by B&W or the Board of Directors, respectively, upon the death, resignation, retirement, disqualification or removal from office for other cause of such Director. Such replacement for any Independent Director shall also be an Independent Director. The Board of Directors shall elect each person so designated. (g) Without limiting the generality of Section 2.01(c), in the event that the number of Investor Directors on the Board of Directors differs from the number that B&W has the right (and wishes) to designate pursuant to this Section 2.01, (i) if the number of Investor Directors exceeds such number, B&W shall promptly take all appropriate action to cause to resign that number of Investor Directors as is required to make the remaining number of such Investor Directors conform to this Section 2.01 or (ii) if the number of Investor Directors otherwise is less than such numberBank, the Board of Directors shall take all necessary action consist of eight persons as follows - (a) two Directors appointed by the Bahamas, Barbados, Belize, Guyana, Jamaica and Trinidad and Tobago; (b) one Director appointed by Antigua and Barbuda, Dominica, Grenada, Montserrat, St. Kitts and Nevis, Saint Lucia and St. Xxxxxxx and the Grenadines; (c) one Director appointed by the Caribbean Development Bank; (d) three Directors appointed by the holders of Class "C" and Class "D" shares; and (e) the Managing-Director of the Bank who shall have the right to create sufficient vacancies on participate in meetings of the Board, but without the right to vote. 2. Directors shall be persons of high competence in economic and financial matters. 3. Each Director shall have an alternate who shall be appointed in like manner as the Director and with full power a to act in the absence of the Director. 4. The Chairman of the Board of Directors to permit B&W to designate shall be elected at the full number Annual Meeting of Investor Directors that it is entitled (and wishes) to designate pursuant to this Section 2.01 (such action to include expanding members of the size Bank from among members of the Board of Directors, seeking other than the resignation of Directors or, at the request of B&W, calling a special meeting Managing-Director of the shareholders Bank; in the event of Xxxxxxxx American a vacancy in the office of Chairman of the Board, the vacancy may be filled by a vote of members of the Bank in general meeting for the purpose unexpired portion of removing the former Chairman's term of office. 5. Directors to create such vacancies to (other than the extent permitted by applicable law)Managing-Director) and their alternates shall hold office for a term of two years and shall be eligible for re-appointment for a further term or terms of office; they shall continue in office until their successors have assumed office. 6. Upon If the creation office of any vacancy pursuant to a Director (other than the preceding sentenceManaging-Director) becomes vacant before the expiration of his term of office, B&W another Director shall designate the person be appointed to fill such the vacancy in accordance with this Section 2.01, and shall hold office for the Board unexpired portion of Directors shall elect each person so designated. In the event that the number term of Directors is increased pursuant to this Section 2.01(g), the Board office of Directors shall cause the number of Directors to be reduced at the first available opportunity to comply with the number of Directors otherwise specified by Section 2.01(a)his predecessor. (h) Notwithstanding anything to the contrary in the foregoing, in no event will (i) the number of Investor Directors divided by the total number of Directors then comprising the Board exceed (ii) the number of Investor Directors which B&W is then entitled to designate pursuant to Sections 2.01(c) and (d) divided by 12, rounded up to the nearest whole number. (i) In the event that the Corporate Governance and Nominating Committee or the Board of Directors relies on Section 2.08 to exclude an Investor Director nominee from management's slate of nominees (or otherwise take adverse action with respect to any such Investor Director nominee, including failing to recommend the election of such Investor Director nominee), the Corporate Governance and Nominating Committee and the Board of Directors shall afford B&W a reasonable opportunity to select a replacement Investor Director nominee for inclusion, subject to Section 2.08, on management's slate of nominees.

Composition of the Board of Directors. The composition During the period from the Effective Date of this by-law until the termination of the annual general meeting of the shareholders of the Corporation during the 2019 calendar year (the “Specified Board Period”), the board of Directors and manner of selecting members thereof directors shall be as followscomprised of thirteen (13) directors, of which: (a) The Board five (5) individuals who were directors of Directors shall be composed of 13 Directors. The number of such Directors may be increased only Spectra Energy Corp. (“Spectra”) immediately prior to the Effective Date (as determined in accordance with Section 2.01(gthe Agreement and Plan of Merger dated as of September 6, 2016 among the Corporation, Spectra and Sand Merger Sub, Inc. (the “Transaction Agreement”) and their permitted replacement directors who take office after the Effective Date who are nominated in accordance with clause 23 (the “Continuing Spectra Directors”).; and (b) Immediately following eight (8) individuals who were directors of the Closing, Corporation immediately prior to the Directors shall be those individuals designated Effective Date and their permitted replacement directors who take office after the Effective Date who are nominated in accordance with Section 1.09 of the Combination Agreement and Exhibit H thereto and shall be classified as set forth on such Exhibit H. (c) Except as otherwise provided herein, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board of Directors): (i) the Corporate Governance and Nominating Committee shall nominate for election one Management Director, who shall be the Chief Executive Officer or equivalent senior executive of Xxxxxxxx American; (ii) B&W shall have the right to designate for nomination by the Corporate Governance and Nominating Committee five Investor Directors, at least three of whom shall be Independent Directors and two of whom may be executive employees of any Investor Party, and each of whom shall be nominated for election by the Corporate Governance and Nominating Committee; and (iii) the Corporate Governance and Nominating Committee shall nominate for election the remaining Directors, each of whom shall be an Independent Director; provided, however, that the Corporate Governance and Nominating Committee may re-nominate Xxxxxx X. Xxxxxxxxx for election to the Board of Directors without regard to whether he is an Independent Director. (d) Notwithstanding anything in Section 2.01(c) to the contrary, (i) if B&W's Percentage Interest, calculated as of the close of business on the last NYSE trading day of the month prior to the meeting in which the Corporate Governance and Nominating Committee selects Director nominees clause 24 (the "Nominee Calculation Date"“Continuing Enbridge Directors”). Subject to clause 21, falls below 32% but remains at least 27%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination four Investor Directors, at least two of whom shall be Independent Directors and two of whom may be executive officers of any Investor Party; (ii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 27% but remains at least 22%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination three Investor Directors, at least two of whom shall be Independent Directors and one of whom may be an executive officer of any Investor Party; (iii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 22% but remains at least 15%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination two Investor Directors, at least one of whom shall be an Independent Director and one of whom may be an executive officer of any Investor Party; and (iv) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 15%, B&W shall no longer have the right to designate for nomination any Investor Director. (e) In connection with each meeting of the shareholders of Xxxxxxxx American in which the Corporation called to consider the election of directors prior to the 2019 annual general meeting, unless otherwise determined by the affirmative vote of at least 75% of the entire board of directors: (a) the Continuing Spectra Directors shall have the exclusive authority to nominate, on behalf of the board of directors, directors for election at each such annual meeting, or at any special meeting at which directors are to be elected, B&W to fill each seat previously held by a Continuing Spectra Director; and (b) the Continuing Enbridge Directors shall have the right exclusive authority to designate for nomination a number nominate, on behalf of nominees for Director that together with the persons designated for nomination by B&W who are Directors in the classes not standing board of directors, directors for election at such each annual meeting, or at any special meeting equals the number of Investor Directors that B&W is entitled to designate for nomination pursuant to this Section 2.01 as of the date of such meeting. Xxxxxxxx American shall cause each person designated for election in accordance with this Section 2.01 at which directors are to be included in management's slate of nominees for such meeting. (f) B&W and the Board of Directorselected, respectively, shall have the right to designate any replacement for fill each seat previously held by a Director designated for nomination or nominated, as the case may be, in accordance with this Section 2.01 by B&W or the Board of Directors, respectively, upon the death, resignation, retirement, disqualification or removal from office for other cause of such Director. Such replacement for any Independent Director shall also be an Independent Continuing Enbridge Director. The Board of Directors Corporation shall elect each person so designated. (g) Without limiting use its best efforts to obtain the generality of Section 2.01(c), in the event that the number of Investor Directors on the Board of Directors differs from the number that B&W has the right (and wishes) to designate pursuant to this Section 2.01, (i) if the number of Investor Directors exceeds such number, B&W shall promptly take all appropriate action to cause to resign that number of Investor Directors as is required to make the remaining number of such Investor Directors conform to this Section 2.01 or (ii) if the number of Investor Directors otherwise is less than such number, the Board of Directors shall take all necessary action to create sufficient vacancies on the Board of Directors to permit B&W to designate the full number of Investor Directors that it is entitled (and wishes) to designate pursuant to this Section 2.01 (such action to include expanding the size election of the Board nominees and re-election of the Continuing Spectra Directors and the Continuing Enbridge Directors, seeking as applicable, by the resignation shareholders of Directors or, at the request of B&W, calling Corporation. The Corporation shall not call a special meeting in which the removal of any Continuing Spectra Director would be proposed (other than as required pursuant to a valid shareholder requisition under Section 143(1) of the shareholders of Xxxxxxxx American for the purpose of removing Directors to create such vacancies to the extent permitted by applicable lawCanada Business Corporations Act). Upon the creation of The Corporation shall not, directly or indirectly, support any vacancy pursuant proposal, take any action, or omit to the preceding sentencetake any action that would, B&W shall designate the person to fill such vacancy in accordance with this Section 2.01any case, and the Board of Directors shall elect each person so designated. In the event that the number of Directors is increased pursuant to this Section 2.01(g), the Board of Directors shall cause the number of Directors to be reduced at the first available opportunity to comply inconsistent with the number foregoing provisions of Directors otherwise specified by Section 2.01(a). (h) this clause 22. Notwithstanding anything to the contrary in the foregoing, nothing in no event will (i) these bylaws shall prohibit any of the number of Investor Continuing Spectra Directors divided by from continuing as a director following the total number of Directors then comprising the Specified Board exceed (ii) the number of Investor Directors which B&W is then entitled to designate pursuant to Sections 2.01(c) and (d) divided by 12, rounded up to the nearest whole numberPeriod. (i) In the event that the Corporate Governance and Nominating Committee or the Board of Directors relies on Section 2.08 to exclude an Investor Director nominee from management's slate of nominees (or otherwise take adverse action with respect to any such Investor Director nominee, including failing to recommend the election of such Investor Director nominee), the Corporate Governance and Nominating Committee and the Board of Directors shall afford B&W a reasonable opportunity to select a replacement Investor Director nominee for inclusion, subject to Section 2.08, on management's slate of nominees.

Composition of the Board of Directors. The composition of the Board of Directors and manner of selecting members thereof shall will be as follows: (a) The Immediately after the Closing Date, (i) the By-Laws shall be amended to provide that the authorized number of directors comprising the Board of Directors shall be eleven Directors and (ii) Xxxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx shall be elected to the Board of Directors. As of the date of this Agreement, the Company represents and warrants that the Board of Directors has determined that both Xxxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx qualify as Independent Directors. (b) Immediately after the Closing Date, the Board of Directors shall be composed of 13 eleven Directors. The , and, subject to any additional requirements provided for in the Charter or the By-Laws, the number of such Directors may not be (i) increased only without the consent of Stockholder (except in accordance with Section 2.01(g). (b15(d) Immediately following the Closing, the Directors shall be those individuals designated in accordance with Section 1.09 of the Combination Agreement Convertible Preferred Articles Supplementary) and Exhibit H thereto and that number of directors that is at least 66.67% of the total number of directorships (including vacancies) or (ii) decreased without the approval of that number of directors that is at least 66.67% of the total number of directorships (including vacancies); provided, however, that any decrease in the number of directorships that has the effect of reducing the number of Directors that Stockholder is entitled to nominate hereunder shall be classified as set forth on such Exhibit H.require the consent of Stockholder. (c) Except From and after the Closing Date (without duplication of Stockholder’s rights to elect a Stockholder Director pursuant to Section 15(b) of the Convertible Preferred Articles Supplementary), so long as otherwise provided hereinthe Stockholder Percentage Interest has been continuously since the Closing Date 10% or more, then the manner of selecting members of the Board of Directors shall will be nominated as follows follows: (i) Stockholder will have the right to designate for nomination (it being understood that such nomination shall will include any nomination of any incumbent Stockholder Director for reelection to the Board of Directors): ) to the Board of Directors (iA) two Directors (at least one of whom would qualify as an Independent Director) at any time the Corporate Governance Stockholder Percentage Interest is and Nominating Committee shall nominate for election one Management Director, who shall be has been continuously since the Chief Executive Officer or equivalent senior executive of Xxxxxxxx American; (ii) B&W shall have the right to designate for nomination by the Corporate Governance and Nominating Committee five Investor DirectorsClosing Date, at least three of whom shall be Independent Directors and two of whom may be executive employees of any Investor Party, and each of whom shall be nominated for election by the Corporate Governance and Nominating Committee; and 20% or (iiiB) the Corporate Governance and Nominating Committee shall nominate for election the remaining Directors, each of whom shall be one Director (who would qualify as an Independent Director; provided) at any time the Stockholder Percentage Interest is less than 20% and has been continuously since the Closing Date at least 10% (each such designee, however, that the Corporate Governance a “Stockholder Nominee”). Each Stockholder Nominee will be nominated and Nominating Committee may re-nominate Xxxxxx X. Xxxxxxxxx recommended for election to the Board of Directors without regard to whether he by the Governance Committee and will stand for election at any stockholders’ meeting at which Directors are elected and each subsequent meeting for so long as the conditions specified in clause (A) or (B) above, as applicable, are satisfied and the Governance Committee is an Independent Director. (d) Notwithstanding anything in Section 2.01(c) to notified of each such Stockholder Nominee no later than the contrary, (i) if B&W's Percentage Interest, calculated as of the close of business on the last NYSE trading day of the month date that is 30 days prior to the meeting date the Company’s annual proxy statement is scheduled to be mailed to stockholders with respect to such meeting; provided, however, that if Stockholder fails to give such notice in which a timely manner, then Stockholder shall be deemed to have nominated the Corporate Governance and Nominating Committee selects Director nominees incumbent Stockholder Directors or Stockholder Directors, as applicable, in a timely manner. In the event that (x) the "Nominee Calculation Date"), falls below 32Stockholder Percentage Interest is at any time less than 20% but remains at least 27%clause (B) of the second preceding sentence is satisfied, the Directors Stockholder shall be nominated as set forth in Section 2.01(c) except B&W shall not have the right to designate for nomination four Investor more than one Director, and, at the request of a majority of the Other Directors then in office, shall cause one of the two Stockholder Directors then in office to resign immediately upon such events and (y) the Stockholder Percentage Interest is at any time less than 10%, Stockholder shall not have any right to designate any Directors, and, at least two the request of whom a majority of the Other Directors then in office, shall be Independent cause any Stockholder Directors and two of whom may be executive officers of any Investor Party;then in office to resign immediately upon such event. (ii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 27% but remains at least 22%Subject to Section 2.01(c)(iii), the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination three Investor Directors, at least two of whom shall be Independent Directors and one of whom may be an executive officer of any Investor Party; (iii) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 22% but remains at least 15%, the Directors shall be nominated as set forth in Section 2.01(c) except B&W shall have the right to designate for nomination two Investor Directors, at least one of whom shall be an Independent Director and one of whom may be an executive officer of any Investor Party; and (iv) if B&W's Percentage Interest, calculated as of the Nominee Calculation Date, falls below 15%, B&W shall no longer have the right to designate for nomination any Investor Director. (e) In connection with each meeting of the shareholders of Xxxxxxxx American in which Directors shall be elected, B&W shall have the right to designate for nomination a number of nominees for Director that together with the persons designated for nomination by B&W who are Directors in the classes not standing for election at such meeting equals the number of Investor Directors that B&W is entitled to designate for nomination pursuant to this Section 2.01 as of the date of such meeting. Xxxxxxxx American shall cause each person designated for election in accordance with this Section 2.01 to be included in management's slate of nominees for such meeting. (f) B&W Company and the Board of Directors, respectivelyincluding the Governance Committee, shall have the right cause each Stockholder Nominee to designate any replacement be included in management’s slate of nominees for a Director designated such stockholders’ meeting at which Directors are elected and shall recommend such Person for nomination or nominated, as the case may be, in accordance with this Section 2.01 by B&W or election to the Board of Directors, respectively, upon the death, resignation, retirement, disqualification or removal from office for other cause of such Director. Such replacement for any Independent Director shall also be an Independent Director. The Board of Directors shall elect each person so designated. (g) Without limiting the generality of Section 2.01(c), in the event that the number of Investor Directors on the Board of Directors differs from the number that B&W has the right (and wishes) to designate pursuant to this Section 2.01, (i) if the number of Investor Directors exceeds such number, B&W shall promptly take all appropriate action to cause to resign that number of Investor Directors as is required to make the remaining number of such Investor Directors conform to this Section 2.01 or (ii) if the number of Investor Directors otherwise is less than such number, the Board of Directors shall take all necessary action to create sufficient vacancies on the Board of Directors to permit B&W to designate the full number of Investor Directors that it is entitled (and wishes) to designate pursuant to this Section 2.01 (such action to include expanding the size of the Board of Directors, seeking the resignation of Directors or, at the request of B&W, calling a special meeting of the shareholders of Xxxxxxxx American for the purpose of removing Directors to create such vacancies to the extent permitted by applicable law). Upon the creation of any vacancy pursuant to the preceding sentence, B&W shall designate the person to fill such vacancy in accordance with this Section 2.01, and the Board of Directors shall elect each person so designated. In the event that the number of Directors is increased pursuant to this Section 2.01(g), the Board of Directors shall cause the number of Directors to be reduced at the first available opportunity to comply with the number of Directors otherwise specified by Section 2.01(a). (hiii) Notwithstanding anything to the contrary in this Section 2.01, neither the foregoing, in no event will (i) the number of Investor Directors divided by the total number of Directors then comprising the Board exceed (ii) the number of Investor Directors which B&W is then entitled to designate pursuant to Sections 2.01(c) and (d) divided by 12, rounded up to the nearest whole number. (i) In the event that the Corporate Governance and Nominating Committee or the Board of Directors relies on Section 2.08 to exclude an Investor Director nominee from management's slate of nominees (or otherwise take adverse action with respect to any such Investor Director nominee, including failing to recommend the election of such Investor Director nominee)Committee, the Corporate Governance and Nominating Committee and Company nor the Board of Directors shall afford B&W be under any obligation to nominate and recommend a reasonable opportunity Stockholder Nominee to select the extent it determines, in good faith and after consideration of specific written advice of outside counsel (a replacement Investor Director nominee for inclusioncopy of which will be provided to Stockholder), subject that such recommendation would reasonably be expected to Section 2.08, on management's slate of nominees.violate their duties under MGCL § 2-405.1