Common use of Director Nominations Clause in Contracts

Director Nominations. Subject to Section 3.2, nominations of candidates for election as directors at any meeting of shareholders may be made: (i) by, or at the direction of, a majority of the Board of Directors or a designated committee thereof; or (ii) by any shareholder of record entitled to vote at such meeting; provided that only persons nominated in accordance with procedures set forth in this Section shall be eligible for election as directors; provided further that no person, other than Xxxx X. Xxxxxxxx (who shall be eligible to serve through the annual meeting of shareholders held in 2017 regardless of his age) shall be eligible for election to the Board of Directors if such person has attained the age of seventy-two years prior to the date of the meeting of shareholders at which such person would be elected. Nominations, other than those made by, or at the direction of, the Board of Directors or a committee thereof, may only be made pursuant to timely notice in writing to the Secretary of the corporation as set forth in this Section. To be timely, a shareholder’s notice shall be delivered to, or mailed and received by, the Secretary of the corporation: (i) for an annual meeting, not less than sixty days nor more than ninety days in advance of the first anniversary date (month and day) of the previous year’s annual meeting; and (ii) for a special meeting, not less than sixty days nor more than ninety days in advance of the date (month and day) of the special meeting, regardless of any postponements or adjournments of that meeting to a later date. Such shareholder notice shall set forth: (i) as to each person whom the shareholder proposes to nominate for election as a director, (A) the name, age, business address and residential address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation’s stock which are beneficially owned by such person on the date of such shareholder notice and (D) any other information relating to such person that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors; and (ii) as to the shareholder giving the notice, (A) the name and address, as they appear on the corporation’s books, of such shareholder and the name and principal business or residential address of any other beneficial shareholders known by such shareholder to support such nominees, and (B) the class and number of shares of the corporation’s stock which are beneficially owned by such shareholder on the date of such shareholder notice and the number of shares owned beneficially by any other record or beneficial shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice. At the request of the Board of Directors, any person nominated by, or at the request of, the Board of Directors for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. The Board of Directors may reject any nomination by a shareholder not timely made in accordance with the requirements of this Section. If the Board of Directors, or a committee designated by the Board of Directors, determines that the information provided in a shareholder’s notice does not satisfy the informational requirements of this Section in any material respect, the Secretary of the corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder may cure the deficiency by providing additional information to the Secretary within such period of time, not less than five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall determine. If the deficiency is not cured within such period, or if the Board of Directors or a designated committee determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section in any material respect, then the Board of Directors may reject such shareholder’s notice and the proposed nominations shall not be accepted if presented at the shareholder meeting to which the notice relates.

Director Nominations. Subject to Section 3.2, nominations Nominations of candidates for election as directors of the Corporation at any meeting of shareholders Annual Meeting may be made: made only (ia) by, or at the direction of, a majority [majority] of the Board of Directors or a designated committee thereof; or (iib) by any shareholder holder of record (both as of the time notice of such nomination is given by the shareholder as set forth below and as of the record date for the Annual Meeting in question) of any shares of the capital stock of the Corporation entitled to vote at such meeting; provided that only Annual Meeting who complies with the timing, informational, and other requirements set forth in this SECTION 3. Any shareholder who has complied with the timing, informational, and other requirements set forth in this SECTION 3 and who seeks to make such a nomination, or his, her, or its representative, must be present in person at the Annual Meeting. Only persons nominated in accordance with the procedures set forth in this Section SECTION 3 shall be eligible for election as directors; provided further that no person, other than Xxxx X. Xxxxxxxx (who shall be eligible to serve through the annual meeting of shareholders held in 2017 regardless of his age) shall be eligible for election to the Board of Directors if such person has attained the age of seventy-two years prior to the date of the meeting of shareholders directors at which such person would be electedan Annual Meeting. Nominations, other than those made by, or at the direction of, the Board of Directors or a committee thereofDirectors, may only shall be made pursuant to timely notice in writing to the Secretary of the corporation Corporation as set forth in this SectionSECTION 3. To be timelyFor the first Annual Meeting following the date the Corporation becomes a reporting company under Section 13(a) or Section 15(d) of the Exchange Act, a shareholder’s 's notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the later of (i) the 75th day prior to the scheduled date of such Annual Meeting or (ii) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation. For all subsequent Annual Meetings, a shareholder's notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not less than 75 days nor more than 120 days prior to the Anniversary Date; PROVIDED, HOWEVER, that in the event the Annual Meeting is scheduled to be held on a date more than 30 days before the Anniversary Date or more than 60 days after the Anniversary Date, a shareholder's notice shall be timely if delivered to, or mailed and received by, the Secretary Corporation at its principal executive office not later than the close of business on the corporation: later of (i) for an annual meeting, not less than sixty days nor more than ninety days in advance of the first anniversary date (month and day) of the previous year’s annual meeting; and (ii) for a special meeting, not less than sixty days nor more than ninety days in advance of the date (month and day) of the special meeting, regardless of any postponements or adjournments of that meeting to a later date. Such shareholder notice shall set forth: (i) as to each person whom the shareholder proposes to nominate for election as a director, (Ax) the name, age, business address and residential address 75th day prior to the scheduled date of such person, Annual Meeting or (By) the principal occupation or employment 15th day following the day on which public announcement of such person, (C) the class and number of shares of the corporation’s stock which are beneficially owned by such person on the date of such shareholder notice and (D) any other information relating to such person that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under Annual Meeting is first made by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors; and (ii) as to the shareholder giving the notice, (A) the name and address, as they appear on the corporation’s books, of such shareholder and the name and principal business or residential address of any other beneficial shareholders known by such shareholder to support such nominees, and (B) the class and number of shares of the corporation’s stock which are beneficially owned by such shareholder on the date of such shareholder notice and the number of shares owned beneficially by any other record or beneficial shareholders known by such shareholder to be supporting such nominees on the date of such shareholder noticeCorporation. At the request of the Board of Directors, any person nominated by, or at the request of, If the Board of Directors for election as or a director shall furnish to the Secretary of the corporation designated committee thereof determines that information required to be set forth in a shareholder’s notice of any shareholder nomination which pertains to the nominee. The Board of Directors may reject any nomination by a shareholder was not timely made in accordance with the requirements terms of this Section. If the Board of Directors, SECTION 3 or a committee designated by the Board of Directors, determines that the information provided in a shareholder’s 's notice does not satisfy the informational requirements of this Section in any material respect, the Secretary of the corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder may cure the deficiency by providing additional information to the Secretary within such period of time, not less than five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall determine. If the deficiency is not cured within such period, or if the Board of Directors or a designated committee determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section SECTION 3 in any material respect, then such nomination shall not be considered at the Annual Meeting in question. If neither the Board of Directors may reject nor such committee makes a determination as to whether a nomination was made in accordance with the provisions of this SECTION 3, the presiding officer of the Annual Meeting shall determine whether a nomination was made in accordance with such provisions. If the presiding officer determines that any shareholder nomination was not made in accordance with the terms of this SECTION 3 or that the information provided in a shareholder’s 's notice and does not satisfy the proposed nominations informational requirements of this SECTION 3 in any material respect, then such nomination shall not be accepted if presented considered at the shareholder Annual Meeting in question. If the Board of Directors, a designated committee thereof, or the presiding officer determines that a nomination was made in accordance with the terms of this SECTION 3, the presiding officer shall so declare at the Annual Meeting and ballots shall be provided for use at the meeting with respect to such nominee. Notwithstanding anything to the contrary in the second paragraph of this SECTION 3, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased pursuant to SECTION 2 of Article II and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 75 days prior to the Anniversary Date, a shareholder's notice required by this SECTION 3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if such notice shall be delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the 15th day following the day on which such public announcement is first made by the notice relatesCorporation. No person shall be elected by the shareholders as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section. Election of directors at an Annual Meeting need not be by written ballot, unless otherwise provided by the Board of Directors, or presiding officer at such Annual Meeting. If written ballots are to be used, ballots bearing the names of all the persons who have been nominated for election as directors at the Annual Meeting in accordance with the procedures set forth in this Section shall be provided for use at the Annual Meeting.

Director Nominations. Subject to (a) Only persons who are nominated in accordance with the procedures set forth in this Section 3.2, nominations of candidates 3.5 shall be eligible for election or re-election as directors Directors. Nominations of persons for election or re-election to the Board of Directors of the Corporation may be made at any a meeting of shareholders may be made: (i) by, stockholders by or at the direction of, a majority of the Board of Directors or a designated committee thereof; or (ii) by any shareholder stockholder of record the Corporation who is entitled to vote for the election of such nominee at such meeting; provided that only persons nominated in accordance the meeting and who complies with the notice procedures set forth in this Section shall be eligible for election as directors; provided further that no person, other than Xxxx X. Xxxxxxxx 3.5. (who shall be eligible to serve through the annual meeting of shareholders held in 2017 regardless of his ageb) shall be eligible for election to the Board of Directors if such person has attained the age of seventy-two years prior to the date of the meeting of shareholders at which such person would be elected. NominationsSuch nominations, other than those made by, by or at the direction of, of the Board of Directors or a committee thereofDirectors, may only shall be made pursuant to timely notice delivered in writing to the Secretary of the corporation as set forth in this SectionCorporation. To be timely, any such notice by a shareholder’s notice shall stockholder must be delivered to, to or mailed and received by, at the Secretary principal executive offices of the corporation: (i) for an annual Corporation not later than 60 days prior to the meeting; provided, not however, that if less than sixty days nor more than ninety days in advance of the first anniversary date (month and day) of the previous year’s annual meeting; and (ii) for a special meeting, not less than sixty days nor more than ninety days in advance 70 days' notice or prior public disclosure of the date (month and day) of the special meetingmeeting is given or made to stockholders, regardless any such notice by a stockholder to be timely must be so received not later than the close of any postponements business on the 10th day following the day on which notice of the date of the meeting was given or adjournments of that meeting to such public disclosure was made. (c) Any such notice by a later date. Such shareholder notice stockholder shall set forth: forth (i) as to each person whom the shareholder stockholder proposes to nominate for election or re-election as a directorDirector, (A) the name, age, business address and residential residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation’s capital stock of the Corporation which are beneficially owned by such person on the date of such shareholder notice and (D) any other information relating to such person that would be is required to be disclosed on Schedule 13D in solicitations of proxies for the election of Directors pursuant to Regulation 13D-G 14A under the Securities Exchange Act of 1934, 1934 or any successor regulation thereto (including without limitation such persons' written consent to being named in the proxy statement as amended (a nominee and to serving as a Director if elected and whether any person intends to seek reimbursement from the “Exchange Act”), in connection with Corporation of the acquisition expenses of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the any solicitation of proxies with respect to nominees for election as directorsshould such person be elected a Director of the Corporation); and (ii) as to the shareholder stockholder giving the notice, notice (A) the name and address, as they appear on the corporation’s Corporation's books, of such shareholder and the name and principal business or residential address of any other beneficial shareholders known by such shareholder to support such nominees, stockholder and (B) the class and number of shares of the corporation’s capital stock of the Corporation which are beneficially owned by such shareholder on the date of such shareholder notice and the number of shares owned beneficially by any other record or beneficial shareholders known by such shareholder to be supporting such nominees on the date of such shareholder noticestockholder. At the request of the Board of Directors, Directors any person nominated by, or at the request of, by the Board of Directors for election as a director Director shall furnish to the Secretary of the corporation Corporation that information required to be set forth in a shareholder’s stockholder's notice of nomination which pertains to the nominee. (d) If a notice by a stockholder is required to be given pursuant to this Section 3.5, no person shall be entitled to receive reimbursement from the Corporation of the expenses of a solicitation of proxies for the election as a Director of a person named in such notice unless such notice states that such reimbursement will be sought from the Corporation. The Board Chairman of Directors may reject any the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination by a shareholder was not timely made in accordance with the requirements of this Section. If the Board of Directors, or a committee designated procedures prescribed by the Board of DirectorsBy-Laws, determines that the information provided in a shareholder’s notice does not satisfy the informational requirements of this Section in any material respectand if he should so determine, the Secretary of the corporation he shall promptly notify such shareholder of the deficiency in the notice. The shareholder may cure the deficiency by providing additional information so declare to the Secretary within such period of time, not less than five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall determine. If the deficiency is not cured within such period, or if the Board of Directors or a designated committee determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section in any material respect, then the Board of Directors may reject such shareholder’s notice meeting and the proposed nominations defective nomination shall not be accepted if presented at the shareholder meeting to which the notice relatesdisregarded for all purposes.

Director Nominations. Subject to Section 3.2, nominations Nominations of candidates for election as directors at any meeting of shareholders may be made: (i) by, or at the direction of, a majority of the Board of Directors or a designated committee thereof; or (ii) by any shareholder of record entitled to vote at such meeting; provided that only persons nominated in accordance with procedures set forth in this Section shall be eligible for election as directors; provided further that no person, other than Xxxx X. Xxxxxxxx (who shall be eligible to serve through the annual meeting of shareholders held in 2017 regardless of his age) shall be eligible for election to the Board of Directors if such person has attained the age of seventy-two years prior to the date of the Corporation may be made at any annual meeting of shareholders at which such person would be elected. Nominations, other than those made by, by or at the direction of, of the Board or by a Proposing Shareholder entitled to vote for the election of Directors or a committee thereof, may only at the meeting (the “Nominating Shareholder”). Such shareholder nominations shall be made pursuant to timely notice given in writing to the Secretary of the corporation as set forth Corporation in accordance with Section 11 of this SectionArticle III. To be timely, a shareholderThe Nominating Shareholder’s notice shall be delivered to, or mailed and received by, the Secretary of the corporation: (i) for an annual meeting, not less than sixty days nor more than ninety days in advance of the first anniversary date (month and day) of the previous year’s annual meeting; and (ii) for a special meeting, not less than sixty days nor more than ninety days in advance of the date (month and day) of the special meeting, regardless of any postponements or adjournments of that meeting to a later date. Such shareholder notice shall set forth: (i) , in addition to the information required by Section 11, as to each person whom the shareholder Nominating Shareholder proposes to nominate for election or re-election as a directorDirector, (Ai) the name, age, business address address, and residential residence address of such person, (Bii) the principal occupation or employment of such person, (Ciii) the class and number of shares of the corporation’s stock Corporation which are beneficially owned by such person on the date of such shareholder notice and person, (Div) any other information relating to such person that would be is required to be disclosed on Schedule 13D in solicitation of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 13D-G 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the “Exchange Act”proxy statement as a nominee and to serving as a Director if elected), in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors; and (ii) as to the shareholder giving the notice, (A) the name and address, as they appear on the corporation’s books, of such shareholder and the name and principal business or residential address of any other beneficial shareholders known by such shareholder to support such nominees, and (Bv) the class and number of shares qualifications of the corporationnominee to serve as a Director of the Corporation as set forth in subsection (b) of this Section 12. In the event the Board or the Chief Executive Officer calls a special meeting of shareholders for the purpose of electing one or more Directors to the Board, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder’s stock which are beneficially owned by such shareholder on the date notice of such shareholder notice nomination contains the information specified in this Section 12 and the number of shares owned beneficially by any other record or beneficial shareholders known by such shareholder to shall be supporting such nominees on the date of such shareholder notice. At the request of the Board of Directors, any person nominated by, or at the request of, the Board of Directors for election as a director shall furnish delivered to the Secretary of the corporation that information required Corporation not later than the close of business on the 10th day following the day on which the date of the special meeting and either the names of the nominees proposed by the Board to be set forth in elected at such meeting or the number of directors to be elected are publicly announced or disclosed. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice of as provided in this Section 12. No shareholder nomination which pertains to the nominee. The Board of Directors may reject any nomination by a shareholder not timely shall be effective unless made in accordance with the requirements of this Section. If the Board of Directors, or a committee designated by the Board of Directors, determines that the information provided procedures set forth in a shareholder’s notice does not satisfy the informational requirements of this Section in any material respect, the Secretary of the corporation shall promptly notify such shareholder of the deficiency in the notice12. The shareholder may cure person presiding at the deficiency by providing additional information meeting shall, if the facts warrant, determine and declare to the Secretary within such period of timemeeting that a shareholder nomination was not made in accordance with the By-Laws, not less than five days from the date such deficiency notice is given and if he should so determine, he shall so declare to the shareholder, as the Board of Directors or such committee shall determine. If the deficiency is not cured within such period, or if the Board of Directors or a designated committee determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section in any material respect, then the Board of Directors may reject such shareholder’s notice meeting and the proposed nominations defective nomination shall not be accepted if presented at the shareholder meeting to which the notice relatesdisregarded.