Common use of Director Nominee Clause in Contracts

Director Nominee. If the Company has not entered into a definitive agreement to merge with, or sell substantially all of its assets to, another person or entity within six (6) months from the date of this Agreement, Ben-Xxxxxx xxxll be entitled to designate one director to the class of directors that serve until the Annual Meeting of stockholders of the Company to be held in 2002 (the "2002 ANNUAL MEETING") and, with respect to the 2002 Annual Meeting, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual designated by Ben-Xxxxxx xx be elected as a director of the class of directors of the Company to be elected at the 2002 Annual Meeting; PROVIDED, THAT in each case such designee (i) will qualify as an "independent" director, (ii) is not an affiliate of Ben-Xxxxxx xxx (iii) is otherwise reasonably acceptable to the Company at the time of his or her designation. Notwithstanding the foregoing, in the event that at any time Ben-Xxxxxx xxxll no longer beneficially own at least 5% of the voting securities of the Company, Ben-Xxxxxx xxxll not have the right to designate a director of the Company, Ben-Shmuel's rights and duties under Sections 1 and 2 shall terminate, at the Company's request Ben-Xxxxxx xxxll cause his designee to resign forthwith such that no designee of Ben-Xxxxxx xxxains on the Board of Directors of the Company and all of the covenants under Sections 1 and 2 of this Agreement shall lapse and no longer be of any force or effect. For purposes of this Agreement, "affiliate" shall be defined as such term is defined under Rule 405 of the Securities Act of 1933, as amended. So long as Ben-Xxxxxx xx entitled to designate one director in accordance with the provisions of Section 1 hereof or until the 2002 Annual Meeting, except to the extent otherwise provided herein, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual specified in this Section 1 designated by Ben-Xxxxxx xx be elected as a director of the Company and further agrees not to oppose such designee's nomination and election at the 2002 Annual Meeting.

Director Nominee. If the Company has not entered into a definitive agreement to merge with, or sell substantially all of its assets to, another person or entity within six (6a) months from Within two (2) Business Days following the date on which the sale of this Agreementthe Designated Interest to EDFI or an affiliate is consummated, Ben-Xxxxxx xxxll be entitled to designate one director to the class number of directors that constituting the Constellation Board of Directors shall be automatically increased by one (1) and, EDFI shall have the right to nominate one (1) individual (herein referred to as the “EDFI Nominee”), and the Board of Directors shall appoint such EDFI Nominee to such newly created directorship. The EDFI Nominee so appointed shall serve until the Annual Meeting next annual meeting of the stockholders of Constellation and until his or her successor is elected and qualifies. The Board of Directors shall cause Constellation to include the EDFI Nominee in the slate of nominees recommended by the Board of Directors to the holders of Constellation’s common stock for election at the 2009 annual meeting of stockholders of Constellation and for reelection at every meeting thereafter and shall use all commercially reasonable efforts to cause the Company election of the EDFI Nominee, including soliciting proxies in favor of his or her election. In the event the EDFI Nominee resigns, is unable to serve as a member of the Board of Directors, is removed from the Board of Directors or fails to be held in 2002 elected as a member of the Board of Directors at any annual stockholders meeting, EDFI shall have the right to nominate another individual (a “Substitute Nominee”) and the "2002 ANNUAL MEETING") andBoard of Directors shall appoint such Substitute Nominee to fill the vacancy created by the resignation or removal of the prior EDFI Nominee, at which point such Substitute Nominee shall be deemed to be the EDFI Nominee. EDFI’s rights hereunder with respect to the 2002 Annual Meeting, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual designated by Ben-Xxxxxx xx be elected as a director appointment of the class EDFI Nominee shall be terminated at such time as EDFI has transferred, sold or otherwise disposed of directors of the Company its membership interests in CENG to be elected at the 2002 Annual Meeting; PROVIDED, THAT a third party (and not to an affiliate) such that its ownership interest in each case such designee (i) will qualify as an "independent" director, (ii) CENG is not an affiliate of Ben-Xxxxxx xxx (iii) is otherwise reasonably acceptable to the Company at the time of his or her designation. Notwithstanding the foregoing, in the event that at any time Ben-Xxxxxx xxxll no longer beneficially own at least 5less than 25% of the voting securities of the Company, Ben-Xxxxxx xxxll not have the right to designate a director of the Company, Ben-Shmuel's rights and duties under Sections 1 and 2 shall terminate, at the Company's request Ben-Xxxxxx xxxll cause his designee to resign forthwith such that no designee of Ben-Xxxxxx xxxains on the Board of Directors of the Company and all of the covenants under Sections 1 and 2 of this Agreement shall lapse and no longer be of any force or effect. For purposes of this Agreement, "affiliate" shall be defined as such term is defined under Rule 405 of the Securities Act of 1933, as amended. So long as Ben-Xxxxxx xx entitled to designate one director outstanding membership interests in accordance with the provisions of Section 1 hereof or until the 2002 Annual Meeting, except to the extent otherwise provided herein, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual specified in this Section 1 designated by Ben-Xxxxxx xx be elected as a director of the Company and further agrees not to oppose such designee's nomination and election at the 2002 Annual MeetingCENG.

Director Nominee. If (a) Having considered the request of the Investors that the Nominee be appointed to the Company’s board of directors (the “Board”), and having received the consent of the Nominee to act as a director of the Company, the Nominating Committee of the Board (the “Nominating Committee”) has reviewed such nomination and has recommended the appointment of the Nominee as a director of the Company has not entered into a definitive agreement to merge withon the terms set forth in this Agreement. Based upon such recommendation, or sell substantially all of its assets to, another person or entity within six (6) months from concurrent with the date execution and delivery of this Agreement, Ben-Xxxxxx xxxll be entitled the Board has, as of this date, (i) elected the Nominee as a director of the Company, to designate one director to the class of directors that serve until the Annual Meeting annual meeting of stockholders of the Company to be held in 2002 during the 2016 calendar year (the "2002 ANNUAL MEETING"“2016 Meeting”) and, with respect to on the 2002 Annual Meeting, the Company shall take all necessary or appropriate action to assist terms set out in the nomination and election as director the individual designated by Ben-Xxxxxx xx be elected as a director of the class of directors of the Company to be elected at the 2002 Annual Meeting; PROVIDED, THAT in each case such designee (i) will qualify as an "independent" directorthis Agreement, (ii) is not an affiliate accepted the resignation of Ben-Xxxxxx xxx (iii) is otherwise reasonably acceptable to the Company at the time of his or her designation. Notwithstanding the foregoing, in the event that at any time Ben-Xxxxxx xxxll no longer beneficially own at least 5% of the voting securities of the Company, Ben-Xxxxxx xxxll not have the right to designate C. Sxxxxxx Xxxxx as a director of the Company, Ben-Shmuel's rights and duties under Sections 1 and 2 shall terminate, at effective conditioned upon the Company's request Ben-Xxxxxx xxxll cause his designee to resign forthwith such that no designee of Ben-Xxxxxx xxxains on the Board of Directors appointment of the Company Nominee to the Board, and (iii) subject to compliance by each member of the Investor Group and the Nominee with all of the covenants under Sections 1 and 2 terms of this Agreement shall lapse and no longer be of any force or effect. For purposes of this Agreement, "affiliate" shall be defined as such term is defined under Rule 405 the Nominee continuing to satisfy all of the Securities Act of 1933Conditions (as defined herein), as amended. So long as Ben-Xxxxxx xx entitled determined to designate one director in accordance with nominate the provisions of Section 1 hereof or until the 2002 Annual Meeting, except to the extent otherwise provided herein, the Company shall take all necessary or appropriate action to assist in the nomination and Nominee for election as director the individual specified in this Section 1 designated by Ben-Xxxxxx xx be elected as a director of the Company and further agrees not to oppose such designee's nomination recommend, support and solicit proxies in favor of his election by stockholders at the 2002 Annual 2016 Meeting in the same manner as the Company Nominees (as defined herein). If the Nominee is elected by the Company’s stockholders to serve as directors of the Company at the 2016 Meeting, then subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions, the Nominee shall serve until the annual meeting of stockholders of the Company to be held during the 2017 calendar year (including any adjournment or postponement thereof) (the “2017 Meeting”), or until his earlier death, resignation, disqualification or removal. In addition, in connection with the nomination of the Nominee for election as a director of the Company at the 2016 Meeting, each party to this Agreement hereby acknowledges and agrees that the slate of nominees for election as directors of the Company at the 2016 Meeting will consist of (i) the Nominee (Wxxxx Xxxx) and (ii) Dxxxx Xxxxx, Sxxxx X. Xxxxxxxxxx, Cxxxxxx Xxxxxxxx, Lxxxx Xxxxxxxxx, Dxxxx Xxxxx and Rxxxxx Xxxx (such individuals in this clause (ii) being the “Company Nominees”).

Director Nominee. If Having considered the Company has not entered into a definitive agreement to merge withrequest of the Stockholders that the Nominee, or sell substantially all of its assets toan individual selected by the Stockholders, another person or entity within six (6) months from the date of this Agreement, Ben-Xxxxxx xxxll be entitled to designate one director appointed to the class Company’s board of directors that serve until (the Annual Meeting of stockholders “Board”), and having received the consent of the Company Nominee to be held in 2002 act as a director, the Corporate Governance, Nominating and Policy Committee of the Board (the "2002 ANNUAL MEETING"“Governance Committee”) and, with respect to the 2002 Annual Meeting, the Company shall take all necessary or appropriate action to assist in has reviewed the nomination and election as director has recommended the individual designated by Ben-Xxxxxx xx be elected appointment of the Nominee as a director of the class Company on the terms set out in this Agreement. Based upon such recommendation, concurrent with the execution and delivery of directors this Agreement, the Board has as of the Company to be elected at the 2002 Annual Meeting; PROVIDED, THAT in each case such designee this date (i) will qualify as an "independent" director, (ii) is not an affiliate of Ben-Xxxxxx xxx (iii) is otherwise reasonably acceptable to increased the Company at the time of his or her designation. Notwithstanding the foregoing, in the event that at any time Ben-Xxxxxx xxxll no longer beneficially own at least 5% size of the voting securities of Board by one director and elected the Company, Ben-Xxxxxx xxxll not have the right to designate Nominee as a director of the Company, Ben-Shmuel's rights and duties under Sections 1 and 2 shall terminate, at to serve until the Company's request Ben-Xxxxxx xxxll cause his designee to resign forthwith such that no designee annual meeting of Ben-Xxxxxx xxxains on the Board of Directors stockholders of the Company in 2008 (the “2008 Meeting”) and all of (ii) determined to nominate the covenants under Sections 1 and 2 of this Agreement shall lapse and no longer be of any force or effect. For purposes of this Agreement, "affiliate" shall be defined as such term is defined under Rule 405 of the Securities Act of 1933, as amended. So long as Ben-Xxxxxx xx entitled to designate one director in accordance with the provisions of Section 1 hereof or until the 2002 Annual Meeting, except to the extent otherwise provided herein, the Company shall take all necessary or appropriate action to assist in the nomination and Nominee for election as director the individual specified in this Section 1 designated by Ben-Xxxxxx xx be elected as a director of the Company and further agrees not to oppose such designee's nomination and election at the 2002 Annual 2008 Meeting. If the Nominee is elected by the Company’s stockholders to serve as a director on the Board at the 2008 Meeting, the Nominee shall serve until the annual meeting of stockholders of the Company in 2009 (including any adjournment or postponement thereof) (the “2009 Meeting”), or until his earlier death, resignation, disqualification or removal. The Stockholders acknowledge and agree that (i) if, (A) prior to the Nominee’s nomination or election to the Board at the 2008 Meeting or (B) following such election to the Board, the Nominee is or otherwise becomes unable or unwilling to serve as a director of the Company, the Company shall be under no obligation to nominate or appoint to the Board any replacement director for the Nominee, and (ii) the Company shall be under no obligation to nominate the Nominee or any other designee of the Stockholders for election to the Board at the 2009 Meeting.