Common use of Election; Removal Clause in Contracts

Election; Removal. Subject to Section 2.4, all the Shares held by the Stockholders, whether owned now or hereafter acquired, shall be voted in accordance with the provisions hereof on all of the following matters on which the stockholders of the General Partner vote. (a) Arena shall have the right (i) to designate one individual to serve as a member of the Board of Directors of the General Partner (the “Board”) (which shall either be Xxxxxxxx Xxxxx or an individual in lieu of Xx. Xxxxx, but who shall not serve at the same time as Xx. Xxxxx subject to receipt of the approval described in clause (ii)) and (ii) in the event of approval of such matter by the Office of Thrift Supervision, to designate a second individual to serve as a member of the Board. The Stockholders and the General Partner shall take all action within their respective powers, including, but not limited to the nomination of the candidate as specified by Arena, the voting of Shares and the giving of consents, required to cause the Board to include the director designated by Arena. (b) Immediately upon receiving notice of any stockholders’ meeting at which members of the Board are to be elected, or upon receipt of a notice requesting a Stockholder’s consent to the election of members of the Board, Arena shall have the right to designate one member (or two, pursuant to the terms of Section 2.1(a)(ii) above) for election to the Board. On the date hereof, Arena designates Xxxxxxxx Xxxxx as its designee to the Board. (c) In the event any director designated for election to the Board by Arena dies, resigns, is removed or otherwise ceases to serve as a member of the Board, the General Partner shall give notice thereof to Arena and Arena shall as soon as practicable designate a successor and notify the Board of its selection, and the Board shall act promptly to fill the vacancy with such designee in accordance with Section 223 of the GCL. (d) Within five (5) days after a record date is set for any annual meeting for the election of directors or any meeting at which members of the Board are to be elected or for the mailing of any consent solicited for such purpose, the Secretary of the General Partner shall notify Arena of the upcoming election and anticipated date thereof and request that Arena take all necessary action to designate its candidate. Arena shall notify the Secretary of the General Partner at least five (5) days before such election of its candidate. A failure by Arena to provide such notification shall be deemed to be a designation by Arena of the same candidate as last designated by Arena. Any designation pursuant to this Section 2 shall be made in writing. (e) The parties hereto agree to cast their votes for, or give their written consent to, the removal of a designee of Arena on the Board at any time upon receipt of instructions in writing to such effect, signed by Arena, in accordance with Section 141(k) of the GCL. No director designated by Arena shall be removed as a director of the General Partner without the consent of Arena except for cause. (f) The Board shall have no right to fill any vacancy on the Board for which Arena has the right to designate a candidate unless such vacancy is filled by the designee of Arena. (g) The parties hereto agree to cast their votes for, or give their written consent to, any and all such actions as may be necessary to give effect to the provisions of this Section 2.1 from time to time, including without limitation, the amendment of the By-laws of the Company.

Election; Removal. Subject to Section 2.4Except as set forth below, during the term of this Agreement, all the Shares shares of capital stock held by the Stockholderseach Stockholder, whether now owned now or hereafter acquired, shall be voted in accordance with the provisions hereof on all of the following matters on of which the stockholders of the General Partner Company vote.: (a) Arena Each of the Stockholders shall have the right (i) to designate one individual candidates for nomination to serve be elected as a member of the Board of Directors of the General Partner (the “Board”) (which shall either be Xxxxxxxx Xxxxx or an individual in lieu of Xx. Xxxxx, but who shall not serve at the same time as Xx. Xxxxx subject to receipt of the approval described in clause (ii)) and (ii) in the event of approval of such matter by the Office of Thrift Supervision, to designate a second individual to serve as a member of the Board. The Stockholders and the General Partner shall take all action within their respective powers, including, but not limited to the nomination of the candidate as specified by Arena, the voting of Shares and the giving of consents, required to cause the Board to include the director designated by Arena. (b) Immediately upon receiving notice of any stockholders’ meeting at which members of the Board are to be elected, or upon receipt of a notice requesting a Stockholder’s consent to the election of members of the Board, Arena as follows: (i) JA shall have the right to designate one member candidate, (ii) MB shall have the right to designate one candidate; (iii) CL shall have the right to designate one candidate; (iv) CRS shall have the right to designate one candidate and (v) JA, MB, CL and CRS shall, by majority vote, have the right to designate one candidate. Each Stockholder hereby agrees (x) to be present in person or twoby proxy at any meeting of stockholders to elect directors for purposes of establishing a quorum and (y) to vote all of such Stockholder's shares of capital stock for, pursuant or give such Stockholder's written consent to, the election of each of the foregoing candidates, subject to and in accordance with the terms of Section 2.1(a)(iithis Agreement. In the event that the Board of Directors is elected by cumulative voting, then each of the Stockholders shall divide his votes equally among, each of the five above designees or equally among each of the five Stockholders' individual designees, respectively, if agreed upon by all of the Stockholders. (b) above) for election In the case of any vacancy in the Board of Directors, the Board of Directors agrees to nominate the Boarddesignee of the Stockholder whose designee created such vacancy. On In the date hereofevent that such Stockholder, Arena designates Xxxxxxxx Xxxxx as its his heirs or assigns, or any other substitute designated by him does not name a designee to within 90-days of a notice of such vacancy, then the Boardthen-current Board of Directors may fill such vacancy until the next annual meeting of stockholders of the Company. (c) In the event any director designated for election to the Board by Arena dies, resigns, is removed or otherwise ceases to serve as a member of the Board, the General Partner shall give notice thereof to Arena and Arena shall as soon as practicable designate a successor and notify the Board of its selection, and the Board shall act promptly to fill the vacancy with such designee in accordance with Section 223 of the GCL. (d) Within five (5) days after a record date is set for any annual meeting for the election of directors or any meeting at which members of the Board are to be elected or for the mailing of any consent solicited for such purpose, the Secretary of the General Partner Company shall notify Arena give to each person or entity entitled to designate candidate(s) notice of the any upcoming election of directors and the anticipated date thereof and request that Arena each person or entity so entitled to designate candidate(s) take all necessary action to designate its candidatecandidate(s) (the "Notice of Election"). Arena The Stockholders agree to cause the Company to send the notice of record date by certified mail at least 30 days prior to such record date. Each person or entity entitled to designate candidate(s) shall notify the Secretary of the General Partner at least five Company of such person's or entity's candidate(s) within fifteen (515) days before such election of its candidatereceipt of the Notice of Election. A failure by Arena a person or entity entitled to designate candidate(s) to provide such notification shall be deemed to be a designation by Arena such person or entity of the same candidate candidate(s), if any, as were last designated by Arenasuch person or entity. Any designation pursuant to this Section 2 Article I shall be made in writing. (d) Subject to governing law, the Company agrees to cause the Stockholders' designees to be nominated for election to the Board of Directors of the Company at each annual meeting of its stockholders and shall use its best efforts to cause the stockholders of the Company to elect such nominees to the Board of Directors at each annual meeting of its stockholders. (e) The parties hereto agree Each Stockholder hereby agrees to cast their such Stockholder's votes for, or give their such Stockholder's written consent to, the removal of a designee of Arena on the Board at any time upon receipt of instructions in writing to such effect, signed by Arenathe person or entity who has designated that candidate, in accordance with Section 141(k) 8.35 of the GCL. No director designated by Arena shall be removed as a director of the General Partner without the consent of Arena except for causeBCA. (f) The Board shall have no right to fill any vacancy on the Board for which Arena has the right to designate a candidate unless such vacancy is filled by the designee of Arena. (g) The parties hereto agree to cast their votes for, or give their written consent to, any and all such actions as may be necessary to give effect to the provisions of this Section 2.1 from time to time, including without limitation, the amendment of the By-laws of the Company.

Election; Removal. The number of Directors comprising the Company's Board of Directors (the "Board") shall be fixed by the Board in accordance with the By-laws of the Company. The By-laws of the Company shall require a minimum of 3 Board members. Subject to the provisions of Section 2.42.1(d)(ii) hereof, the Z/C Group shall designate (i) 1 nominee for election to the Board, if the number of Directors is fixed at 3 or 4; (ii) 2 nominees for election to the Board, if the number of Directors is fixed at 5, 6 or 7; and (iii) 3 nominees for election to the Board, if the number of Directors is fixed at 8 or 9. If the Board appoints an Executive Committee, the Z/C Group shall designate such number of nominees to such Executive Committee in the same ratio as set forth in the preceding sentence. All other members of the Board of Directors and Executive Committee, if any, shall be designated by the GS Group. During the term of this Agreement, all the Shares capital stock of the Company held by the StockholdersZ/C Group or the GS Group, whether owned now or hereafter acquired, shall be voted in accordance with the provisions hereof on all of the following matters on which the stockholders of the General Partner Stockholders vote.: (a) Arena shall have the right (i) to designate one individual to serve as a member of the Board of Directors of the General Partner (the “Board”) (which shall either be Xxxxxxxx Xxxxx or an individual in lieu of Xx. Xxxxx, but who shall not serve at the same time as Xx. Xxxxx subject to receipt of the approval described in clause (ii)) and (ii) in the event of approval of such matter by the Office of Thrift Supervision, to designate a second individual to serve as a member of the Board. The Stockholders and the General Partner shall take all action within their respective powers, including, but not limited to the nomination of the candidate as specified by Arena, the voting of Shares and the giving of consents, required to cause the Board to include the director designated by Arena. (b) Immediately upon receiving notice of any stockholders’ ' meeting at which members of the Board are to be elected, or upon receipt the Z/C Group shall designate such number of a notice requesting a Stockholder’s consent to nominees and the election GS Group shall designate such number of members of the Board, Arena shall have the right to designate one member (or two, pursuant to the terms of Section 2.1(a)(ii) above) nominees for election to the BoardBoard as provided in this Section 2.1. On Each of the date hereofZ/C Group and the GS Group hereby binds itself to vote its capital stock for, Arena designates Xxxxxxxx Xxxxx as or give its designee written consent to, the election of each nominee designated by the Z/C Group or the GS Group. If either the Z/C Group or the GS Group fails to designate such nominee(s), the BoardBoard shall designate such nominees. (cb) In the event any director designated for election Director elected to the Board by Arena after being designated as a candidate for membership pursuant to this Agreement dies, resigns, is removed or otherwise ceases to serve as a member of the Board, the General Partner Company shall give notice thereof to Arena and Arena shall as soon as practicable the party that designated such director (the "Designating Party") to designate a successor and notify the Company of such designee's selection. If a vacancy on the Board is filled in the interim by the remaining Directors with a Director who is not the successor designated by the Designating Party, each of its selection, the Z/C Group and the Board shall act promptly to fill the vacancy with such designee in accordance with Section 223 of the GCL. (d) Within five (5) days after a record date is set for any annual meeting for the election of directors or any meeting at which members of the Board are to be elected or for the mailing of any consent solicited for such purpose, the Secretary of the General Partner shall notify Arena of the upcoming election and anticipated date thereof and request that Arena take all necessary action to designate its candidate. Arena shall notify the Secretary of the General Partner at least five (5) days before such election of its candidate. A failure by Arena to provide such notification shall be deemed to be a designation by Arena of the same candidate as last designated by Arena. Any designation pursuant to this Section 2 shall be made in writing. (e) The parties hereto agree GS Group agrees to cast their its votes for, or give their its written consent to, the removal of a such Director at any time upon receipt of instructions, in writing to such effect, signed by the Z/C Group or the GS Group, as the case may be; and (c) Each of the Z/C Group and the GS Group agrees to vote its capital stock for, or give its written consent to, the removal of the Designating Party's designee of Arena on the Board at any time upon receipt of instructions in writing to such effect, signed by Arenathe Designating Party. In the absence of such written instructions, in accordance with Section 141(k) of the GCL. No director designated by Arena no Designating Party's designee shall be removed as a director of without cause from the General Partner without the consent of Arena except for causeBoard at any time. (fd) The Notwithstanding the foregoing, it is the understanding and agreement of the parties hereto that in the event (i) the number of directors comprising the Board shall have no right be increased above 9, then the Z/C Group shall be entitled to fill any vacancy on designate as close to 33-1/3% of the members of the Board for which Arena has the right to designate a candidate unless such vacancy is filled by the designee of Arena. (g) The parties hereto agree to cast their votes for, or give their written consent to, any and as possible; all such actions as may be necessary to give effect to the other provisions of this Section 2.1 from time shall be applicable to time, including without limitation, all such designee(s); and (ii) there is a capital infusion into the amendment Company the effect of which is to reduce the proportionate holdings of the By-laws Common Stock of the CompanyZ/C Group and the GS Group, then the number of directors the Z/C Group and the GS Group are entitled to designate shall be proportionately reduced, with such number in the case of the Z/C Group becoming zero when the holdings of the Z/C Group are less than 10% of the then outstanding shares of Common Stock.

Election; Removal. Subject to Section 2.4, all (a) The Stockholders will vote their respective shares of capital stock of the Shares held by the Stockholders, Company (whether now owned now or hereafter acquired), shall be voted in accordance with and take all other actions necessary to maintain the provisions hereof on all number of Directors comprising the following matters on which the stockholders of the General Partner vote. (a) Arena shall have the right (i) to designate one individual to serve as a member of the Company's Board of Directors of the General Partner (the “"Board”") at five (which shall either be Xxxxxxxx Xxxxx or an individual in lieu of Xx. Xxxxx, but who shall not serve at the same time as Xx. Xxxxx subject to receipt of the approval described in clause (ii5)) and (ii) in the event of approval of such matter by the Office of Thrift Supervision, to designate a second individual to serve as a member of the Board. The Stockholders and the General Partner shall take all action within their respective powers, including, but not limited to the nomination of the candidate as specified by Arena, the voting of Shares and the giving of consents, required to cause the Board to include the director designated by Arena. (b) Immediately upon receiving notice At any and all meetings (including any written action in lieu of any stockholders’ meeting a meeting) of stockholders of the Company at which members of the Board directors are to be elected, each Stockholder shall vote all of the capital stock of the Company held by such Stockholder, whether now owned or upon receipt hereafter acquired, to elect to the Board (i) two (2) designees of a notice requesting a Stockholder’s consent to the election of members majority in interest of the Series A Purchasers, (ii) one (1) designee of Xxxxx X. Xxx ("Xxx") and Xxxxxxx X. Xxxxx ("Green") jointly, which designee shall be selected by Xxx and Green, with the advice and approval of Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxx Fisherman (or their respective successors on the Board), Arena shall have such approval not to be unreasonably withheld, (iii) one (1) designee of a majority in interest of the Advent Series B Purchasers (as defined below), and (iv) the Chief Executive Officer of the Company then in office. At any time prior to any meeting (or written action in lieu of a meeting) of the stockholders of the Company at or by which Directors are to be elected, the Stockholders having the right to designate one member (a Director or two, pursuant to the terms of Section 2.1(a)(ii) above) Directors for election to the Board. On Board shall notify the date hereofother Stockholders of its designee(s), Arena designates Xxxxxxxx Xxxxx as its designee to but in the Boardabsence of any such notification it shall be presumed that the incumbent designees have been redesignated. (c) In the event any director Director designated for election to the Board by Arena pursuant to (b) (i), (ii) or (iii) above dies, resigns, is removed or otherwise ceases to serve as a member of the Board, the General Partner Company shall give notice thereof thereof, as appropriate, to Arena and Arena shall as soon as practicable the Stockholders that designated such Director to designate a successor and notify the Board Company of its such designee's selection, and . If a vacancy on the Board shall act promptly is filled in the interim by the remaining Directors with a Director who is not the successor designated by the Stockholders having the right to fill designate such successor, each Stockholder agrees to cast his, her or its votes for, or give his, her or its written consent to, the vacancy with removal of such designee Director at any time upon receipt of instructions in accordance with Section 223 writing to such effect, signed in the appropriate instance by a majority in interest of the GCLStockholders having the right to designate such successor. (d) Within five (5) days after a record date is set for any annual meeting for the election of directors Each Stockholder agrees to vote his, her or any meeting at which members of the Board are to be elected or for the mailing of any consent solicited for such purpose, the Secretary of the General Partner shall notify Arena of the upcoming election and anticipated date thereof and request that Arena take all necessary action to designate its candidate. Arena shall notify the Secretary of the General Partner at least five (5) days before such election of its candidate. A failure by Arena to provide such notification shall be deemed to be a designation by Arena of the same candidate as last designated by Arena. Any designation pursuant to this Section 2 shall be made in writing. (e) The parties hereto agree to cast their votes capital stock for, or give their his, her or its written consent to, the removal of a designee of Arena Director on the Board at any time upon receipt of instructions in writing to such effect, signed by Arena, a majority in accordance with Section 141(k) interest of the GCL. No director Stockholders that designated by Arena shall be removed as a director of such Director for election to the General Partner without the consent of Arena except for causeBoard. (e) The "Advent Series B Purchasers" are Rovent II Limited Partnership, Golden Gate Development and Investment Limited Partnership, and Advent International Investors II Limited Partnership. (f) The Board shall have no right Subject to fill any vacancy on the Board for which Arena has earlier termination pursuant to Section 3 below, (a) the right of the Series A Purchasers to designate a candidate unless two (2) Directors shall terminate in the event no Series A Purchaser owns at least 50% of the aggregate of the Series A Preferred Stock and Series B Preferred Stock originally issued to such vacancy is filled Series A Purchaser by the designee Company, and (b) the right of Arena. the Advent Series B Purchasers to designate one (g1) The parties hereto agree Director will terminate in the event no Advent Series B Purchaser owns at least 50% of the Series B Preferred Stock originally issued to cast their votes forsuch Advent Series B Purchasers by the Company. In the event the rights of both the Series A Purchasers and Advent Series B Purchasers have terminated pursuant to (a) and (b) above, or give their written consent to, any and all such actions as may be necessary to give effect to the provisions of this Section 2.1 from time to time, including without limitation, the amendment of the By-laws of the Company1.1 shall terminate in its entirety.