Common use of Election of Directors Generally Clause in Contracts

Election of Directors Generally. Each Stockholder shall from time to time take such action, in his capacity as a stockholder of the Corporation, including the voting of all Securities owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a Board, consisting of eight members to be designated as follows: (i) for so long as D. Xxxxxx Xxxxxx and his Affiliates own 50% or more of the Securities (other than DGHA Restricted Shares) held by them on the Original Agreement Date, two directors shall be designated by D. Xxxxxx Xxxxxx, one of which designated directors shall be D. Xxxxxx Xxxxxx (each a “Xxxxxx Xxxxxx Director” and together the “Xxxxxx Xxxxxx Directors”); (ii) for so long as Xxxxxxx X. Xxxxxxxxxx and his Affiliates own 50% or more of the Securities (other than DGHA Restricted Shares) held by them on the Original Agreement Date, one director shall be designated by Xxxxxxx X. Xxxxxxxxxx (the “Xxxxxxxxxx Director”); (iii) four directors shall be designated by a Majority of the Institutional Stockholders (each an “Initial Institutional Director” and together the “Initial Institutional Directors”); (iv) one director shall be the President of the Corporation; (v) for so long as D. Xxxxxx Xxxxxx shall be elected as a director he shall also be elected as the Chairman of the Board and Chief Executive Officer of the Corporation, and for so long as Xxxxxxx X. Xxxxxxxxxx shall be elected as a director he shall also be elected as the Vice-Chairman of the Board; Nothwithstanding the foregoing, in the event of a Termination Event with respect to D. Xxxxxx Xxxxxx or Xxxxxxx X. Xxxxxxxxxx, the DGHA Stockholder with respect to which such Termination Event has occurred shall not be entitled to designate any directors and the Xxxxxx Directors or the Xxxxxxxxxx Director, as applicable, shall thereafter be designated by the Majority of the DGHA Stockholders.”

Election of Directors Generally. Each Stockholder shall from time to time take such action, in his capacity as a stockholder of the Corporation, including the voting of all Securities owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a Board, consisting of eight five members to be designated as follows: (i) for so long as D. Xxxxxx Xxxxxx and his Affiliates own 50% or more of the Securities (other than DGHA Restricted Shares) held by them on the Original Agreement Date, two directors shall be designated by D. Xxxxxx Xxxxxx, one of which designated directors director shall be D. Xxxxxx Xxxxxx (each a ( the “Xxxxxx Xxxxxx Director” and together the “Xxxxxx Xxxxxx Directors”); (ii) for so long as Xxxxxxx X. Xxxxxxxxxx and his Affiliates own 50% or more of the Securities (other than the DGHA Restricted Shares) held by them on the Original Agreement Date, one director shall be designated by Xxxxxxx X. Xxxxxxxxxx (the “Xxxxxxxxxx Director”); (iii) four two directors shall be designated by a Majority of the Institutional Stockholders (each an “Initial Institutional Director” and together the “Initial Institutional Directors”); (iv) one director shall be the President Chief Executive Officer of the Corporation; (v) for so long as D. Xxxxxx Xxxxxx shall be elected as a director he shall also be elected as the Chairman of the Board and Chief Executive Officer of the CorporationBoard, and for so long as Xxxxxxx X. Xxxxxxxxxx shall be elected as a director he shall also be elected as the Vice-Chairman of the Board; Nothwithstanding . Table of Contents Notwithstanding the foregoingforgoing, in the event of a Termination Event with respect to D. Xxxxxx Xxxxxx or Xxxxxxx X. XxxxxxxxxxXxxxxxxxxx cease to be a director, the DGHA Stockholder with respect to which such Termination Event has occurred shall not be entitled to designate any directors and the Xxxxxx Directors Director or the Xxxxxxxxxx Director, as applicable, shall thereafter be designated by the a Majority of the DGHA Stockholders.”

Election of Directors Generally. Each Stockholder shall from time to time take such action, in his capacity as a stockholder of the Corporation, including the voting of all Securities Stock owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a BoardBoard composed, consisting subject to the remainder of eight members to be this Section 2(a), of ten (10) directors, designated as follows: (i) for so long as D. Xxxxxx Xxxxxx and his Affiliates own 50% or more of the Securities two (other than DGHA Restricted Shares2) held by them on the Original Agreement Date, two directors shall be designated by D. Xxxxxx Xxxxxx, one of which designated directors shall be D. Xxxxxx Xxxxxx WES&S (each a “Xxxxxx Xxxxxx Director” and together the “Xxxxxx Xxxxxx "WES&S Directors”"); (ii) for so long as Xxxxxxx X. Xxxxxxxxxx and his Affiliates own 50% or more of the Securities two (other than DGHA Restricted Shares2) held by them on the Original Agreement Date, one director directors shall be designated by Xxxxxxx X. Xxxxxxxxxx Mellon (the “Xxxxxxxxxx Director”"Mellon Directors"); (iii) four directors one (1) director shall be designated by a Majority of the Institutional Stockholders Willxxx X. Xxxxxxxxx (each an “Initial Institutional xxe "WWW Director” and together the “Initial Institutional Directors”"); (iv) one (1) director shall be the President of the Corporation;designated by Willxxx X. Xxxxxxxxx (xxe "WJW Director"); and (v) for so long as D. Xxxxxx Xxxxxx four (4) directors shall be elected designated by the Mega Force Stockholders (the "Mega Force Directors"); provided, however, that if after the date hereof, (A) the Corporation raises at least Ten Million Dollars ($10,000,000) in the aggregate through the issuance of additional Securities to WES&S and/or Mellon or (B) the percentage of shares of Common Stock (on a fully diluted basis) owned by the Mega Force Stockholders ever falls under forty percent (40%), each Stockholder shall take such action, in his capacity as a stockholder of the Corporation, including the voting of all Stock owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a Board composed, subject to the remainder of this Section 2(a), of seven (7) directors, designated as set forth in clauses (i) through (v) above, except that only two (2) directors shall be designated by the Mega Force Stockholders and no director he shall also be elected designated by Willxxx X. Xxxxxxxxx; xxovided, further that in the event the Board approves a Qualified Public Offering, each Stockholder shall take such action in his capacity as a stockholder of the Corporation, including (x) the voting of all Stock owned or controlled by such Stockholder and (y) entering into an amendment of this Agreement, as may be necessary to cause the Corporation to be managed following consummation of the Qualified Public Offering by a Board composed of seven (7) directors, designated as follows: (i) one (1) director shall be designated by WES&S; (ii) one (1) director shall be designated by Mellon; (iii) one (1) director shall be the Chairman of the Board and Chief Executive Officer at the time of the Corporation, and for so long as Xxxxxxx X. Xxxxxxxxxx shall be elected as a director he shall also be elected as the Vice-Chairman consummation of the BoardQualified Public Offering; Nothwithstanding the foregoing, in the event of a Termination Event with respect to D. Xxxxxx Xxxxxx or Xxxxxxx X. Xxxxxxxxxx, the DGHA Stockholder with respect to which such Termination Event has occurred shall not be entitled to designate any directors and the Xxxxxx Directors or the Xxxxxxxxxx Director, as applicable, shall thereafter be designated by the Majority of the DGHA Stockholders.”(iv) one (1) director

Election of Directors Generally. Each Stockholder shall from ------------------------------- time to time take such action, in his capacity as a stockholder of the Corporation, including the voting of all Securities owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a Board, consisting of eight seven members to be designated as follows: (i) for so long as D. Xxxxxx Xxxxxx and his Affiliates own 50% or more of the Securities (other than DGHA Restricted Shares) held by them on the Original Agreement Datedate hereof, two directors shall be designated by D. Xxxxxx Xxxxxx, one of which designated directors shall be D. Xxxxxx Xxxxxx (each a “"Xxxxxx Xxxxxx Director” " and together the “"Xxxxxx Xxxxxx Directors”"); (ii) for so long as Xxxxxxx X. Xxxxxxxxxx and his Affiliates own 50% or more of the Securities (other than the DGHA Restricted Shares) held by them on the Original Agreement Datedate hereof, one director two directors shall be designated by Xxxxxxx X. Xxxxxxxxxx, one of which designated directors shall be Xxxxxxx X. Xxxxxxxxxx (the “each a "Xxxxxxxxxx Director”" and together the "Xxxxxxxxxx Directors"); (iii) four three directors shall be designated by a Majority of the Institutional Stockholders (each an “"Initial Institutional Director” " and together the “"Initial Institutional Directors”"); (iv) one director shall be the President of the Corporation; (v) for so long as D. Xxxxxx Xxxxxx shall be elected as a director he shall also be elected as the Chairman of the Board and Chief Executive Officer of the Corporation, and for so long as Xxxxxxx X. Xxxxxxxxxx shall be elected as a director he shall also be elected as the Vice-Chairman of the Board; Nothwithstanding Notwithstanding the foregoingforgoing, in the event of a Termination Event with respect to D. Xxxxxx Xxxxxx or Xxxxxxx X. Xxxxxxxxxx, the DGHA Stockholder with respect to which such Termination Event has occurred shall not be entitled to designate any directors and the Xxxxxx Directors or the Xxxxxxxxxx DirectorDirectors, as applicable, shall thereafter be designated by the Majority of the DGHA Stockholders.”

Election of Directors Generally. Each Stockholder shall from ------------------------------- time to time take such action, in his capacity as a stockholder of the Corporation, including the voting of all Securities owned or controlled by such Stockholder, as may be necessary to cause the Corporation to be managed at all times by a Board, consisting of eight seven members to be designated as follows: (i) for so long as D. Xxxxxx Xxxxxx and his Affiliates own 50% or more of the Securities (other than DGHA Restricted Shares) held by them on the Original Agreement Date, two directors shall be designated by D. Xxxxxx Xxxxxx, one of which designated directors shall be D. Xxxxxx Xxxxxx (each a “"Xxxxxx Xxxxxx Director” " and together the “"Xxxxxx Xxxxxx Directors”"); (ii) for so long as Xxxxxxx X. Xxxxxxxxxx and his Affiliates own 50% or more of the Securities (other than the DGHA Restricted Shares) held by them on the Original Agreement Date, one director shall be designated by Xxxxxxx X. Xxxxxxxxxx (the “"Xxxxxxxxxx Director”"); (iii) four three directors shall be designated by a Majority of the Institutional Stockholders (each an “"Initial Institutional Director” " and together the “"Initial Institutional Directors”"); (iv) one director shall be the President of the Corporation; (v) for so long as D. Xxxxxx Xxxxxx shall be elected as a director he shall also be elected as the Chairman of the Board and Chief Executive Officer of the Corporation, and for so long as Xxxxxxx X. Xxxxxxxxxx shall be elected as a director he shall also be elected as the Vice-Chairman of the Board; Nothwithstanding Notwithstanding the foregoingforgoing, in the event of a Termination Event with respect to D. Xxxxxx Xxxxxx or Xxxxxxx X. Xxxxxxxxxx, the DGHA Stockholder with respect to which such Termination Event has occurred shall not be entitled to designate any directors and the Xxxxxx Directors or the Xxxxxxxxxx Director, as applicable, shall thereafter be designated by the Majority of the DGHA Stockholders.”