Common use of Continuing Designation of Board Representatives Clause in Contracts

Continuing Designation of Board Representatives. On and prior to the Expiration Date, in connection with the expiration of the term of any Board Representative, the Company shall, subject to the provisions of Section 10(c) and subject only to such nomination not being in violation of the fiduciary duties of members of the Board, nominate the Board Representative(s) designated by the holders of a majority of New Astoria Registrable Securities for election to the Board by the holders of voting capital stock and solicit proxies from the Company’s stockholders in favor of the election of such Board Representative(s); provided that if the Company avoids its obligations under this sentence or this Section 10(b) because it deems such nomination to be in violation of fiduciary duties of members of the Board, the holders of New Astoria Registrable Securities shall be entitled to appoint an alternative nominee to be a Board Representative. Subject to the provisions of Section 10(c), the Company shall use reasonable best efforts to cause such Board Representative(s) to be elected to the Board (including voting all unrestricted proxies in favor of the election of such Board Representative(s) and including recommending approval of such Board Representative(s)’ appointment to the Board as provided for in the Company’s proxy statement) and shall not take any action which would diminish the prospects of such Board Representative(s) being elected to the Board.

Continuing Designation of Board Representatives. On and prior to the Expiration Date, in connection with the expiration of the term of any Board Representative, the Company shall, subject to the provisions of Section 10(c1(c) and subject only to such nomination not being in violation of the fiduciary duties of members of the Board, nominate the Board Representative(s) designated by the holders of a majority of New Astoria MDCP Registrable Securities for election to the Board by the holders of voting capital stock and solicit proxies from the Company’s stockholders in favor of the election of such Board Representative(s); provided that if the Company avoids its obligations under this sentence or this Section 10(b1(b) because it deems such nomination to be in violation of fiduciary duties of members of the Board, the holders of New Astoria MDCP Registrable Securities shall be entitled to appoint an alternative nominee to be a Board Representative. Subject to the provisions of Section 10(c1(c), the Company shall use commercially reasonable best efforts to cause such Board Representative(s) to be elected to the Board (including voting all unrestricted proxies in favor of the election of such Board Representative(s) and including recommending approval of such Board Representative(s)’ appointment to the Board as provided for in the Company’s proxy statement) and shall not take any action which would diminish the prospects of such Board Representative(s) being elected to the Board.

Continuing Designation of Board Representatives. On and prior to the Expiration Date, in connection with the expiration of the term of any Board Representative, the Company shall, subject to the provisions of Section 10(c1(c) and subject only to such nomination not being in violation of the fiduciary duties of members of the Board, nominate the Board Representative(s) designated by the holders of a majority of New Astoria MDCP Registrable Securities for election to the Board by the holders of voting capital stock and solicit proxies from the Company’s 's stockholders in favor of the election of such Board Representative(s); provided that if the Company avoids its obligations under this sentence or this Section 10(b1(b) because it deems such nomination to be in violation of fiduciary duties of members of the Board, the holders of New Astoria MDCP Registrable Securities shall be entitled to appoint an alternative nominee to be a Board Representative. Subject to the provisions of Section 10(c1(c), the Company shall use commercially reasonable best efforts to cause such Board Representative(s) to be elected to the Board (including voting all unrestricted proxies in favor of the election of such Board Representative(s) and including recommending approval of such Board Representative(s)’ ' appointment to the Board as provided for in the Company’s 's proxy statement) and shall not take any action which would diminish the prospects of such Board Representative(s) being elected to the Board.