Common use of Interim Appointment of Directors Clause in Contracts

Interim Appointment of Directors. From and after the initial closing of the IPO (the “Beginning Date”) until the Expiration Date, the holders of a majority of the New Astoria Registrable Securities may nominate up to the Applicable Number of Board Representatives to be elected to the Board. Subject only to such actions not being in violation of the fiduciary duties of members of the Board to the Company, the Company shall take all action necessary such that the number of directors on the Board shall (if necessary) be increased by the Applicable Number and such vacancies shall be filled by the designees of the holders of a majority of New Astoria Registrable Securities effective as of the day following the Beginning Date (or, if later, the date that the holders of a majority of New Astoria Registrable Securities determines to appoint such Board Representative); provided that if the Company avoids its obligations under this sentence or this Section 10(a) 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. Each Board Representative appointed pursuant to this Section 10(a) shall continue to hold office until such Board Representative’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in this Section 10.

Interim Appointment of Directors. From and after the initial closing date that MDCP is no longer entitled to designate directors with multiple votes (as determined in accordance with the Company’s Certificate of the IPO Incorporation) (the “Beginning Date”) until the Expiration Date, the holders of a majority of the New Astoria MDCP Registrable Securities may nominate up to the Applicable Number of Board Representatives to be elected to the Board. Subject only to such actions not being in violation of the fiduciary duties of members of the Board to the Company, the Company shall take all action necessary such that the number of directors on the Board shall (if necessary) be increased by the Applicable Number and such vacancies shall be filled by the designees of the holders of a majority of New Astoria MDCP Registrable Securities effective as of the day following the Beginning Date (or, if later, the date that the holders of a majority of New Astoria MDCP Registrable Securities determines to appoint such Board Representative); provided that if the Company avoids its obligations under this sentence or this Section 10(a1(a) 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. Each Board Representative appointed pursuant to this Section 10(a1(a) shall continue to hold office until such Board Representative’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in this Section 101.

Interim Appointment of Directors. From and after the initial closing date that MDCP is no longer entitled to designate directors with multiple votes (as determined in accordance with the Company's Certificate of the IPO Incorporation) (the “"Beginning Date”") until the Expiration Date, the holders of a majority of the New Astoria MDCP Registrable Securities may nominate up to the Applicable Number of Board Representatives to be elected to the Board. Subject only to such actions not being in violation of the fiduciary duties of members of the Board to the Company, the Company shall take all action necessary such that the number of directors on the Board shall (if necessary) be increased by the Applicable Number and such vacancies shall be filled by the designees of the holders of a majority of New Astoria MDCP Registrable Securities effective as of the day following the Beginning Date (or, if later, the date that the holders of a majority of New Astoria MDCP Registrable Securities determines to appoint such Board Representative); provided that if the Company avoids its obligations under this sentence or this Section 10(a1(a) 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. Each Board Representative appointed pursuant to this Section 10(a1(a) shall continue to hold office until such Board Representative’s 's term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in this Section 101.