Common use of Investor Board Representation Clause in Contracts

Investor Board Representation. The composition of the Board shall at all times consist of no more than four Directors plus such additional number of Directors as the Investor shall have then designated or nominated, as applicable, in accordance with the following clauses (a) through (d): (a) On the Initial Closing Date, the Company shall cause the size of the Board to be increased by one Director, and at the Investor’s election, either (x) Xxxxxxx Xxxxxxxxx or (y) one individual, who shall be a Non-U.S. Person and shall be designated by the Investor at least ten Business Days prior to the Initial Closing Date, shall be appointed to the Board as a Class III Director with a term expiring at the Company’s 2018 annual meeting of shareholders. (b) By January 2, 2018, the Company shall cause the size of the Board to be increased by one Director, and one individual, who shall be a Non-U.S. Person and shall be designated by the Investor at least ten Business Days prior to such date, to be appointed to the Board as a Class I Director with a term expiring at the Company’s 2019 annual meeting of shareholders. (c) In the event that the Requisite Shareholder Approval is not obtained by October 31, 2017, by November 15, 2017, the Company shall have taken all necessary action to create one additional vacancy on the Board (such action may include expanding the size of the Board) and to cause one individual (in addition to the designees appointed pursuant to Section 2.01(a) or (b)), who shall be a Non-U.S. Person, to be designated by Investor prior to October 31, 2017, to be appointed to the Board (the individual so designated and appointed pursuant to this Section 2.01(c), an “Additional Investor Director”). Subject to the other provisions of this Section 2.01, the Additional Investor Director appointed pursuant to this Section 2.01(c) shall remain in office until the receipt of the Requisite Shareholder Approval. (d) Except as otherwise provided herein, from and after the Initial Closing Date, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board): (i) for so long as both the Acquired Share Percentage is equal to or greater than 40% and the Investor Percentage Interest is equal to or greater than 10%, the Investor shall have the right to designate for nomination by the Board one individual, who shall be a Non-U.S. Person, for election at each of the Company’s meetings of shareholders at which the Class III Directors are elected, and such individual shall be nominated for such election to the Board as a Class III Director by the Board; (ii) for so long as both the Acquired Share Percentage is equal to or greater than 75% and the Investor Percentage Interest is equal to or greater than 10%, the Investor shall have, in addition to the nomination right set forth in the immediately preceding clause (i), the right to designate for nomination by the Board a second individual, who shall be a Non-U.S. Person, for election at each of the Company’s meetings of shareholders at which Class I Directors are elected, and such individual shall be nominated for such election to the Board as Class I Directors by the Board; (iii) following November 15, 2017 and prior to the Standstill Expiration Date, if the Requisite Shareholder Approval has not been received prior to the meeting of the Board the agenda for which includes nominating a slate of Directors, without modifying or otherwise affecting the immediately preceding clauses (i) and (ii), the Investor shall have the right to designate for nomination by the Board another individual, who shall be a Non-U.S. Person, for election at each of the Company’s meetings of shareholders at which the directors in the class joined by the Additional Investor Director are elected, and such individual shall be nominated for such election to the Board as a director of such class by the Board; provided that, if the Requisite Shareholder Approval shall have been received, then the Investor shall immediately lose its right to designate nominees pursuant to this clause (iii); and (iv) the Board shall nominate for election the remaining Directors that the Investor is not entitled to nominate pursuant to clauses (i), (ii) and (iii) based on the recommendations of the Nominating Committee. The Investor shall notify the Company of any proposed nominee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board for the applicable election in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company.

Investor Board Representation. The composition of the Board and manner of selecting members thereof shall at all times consist of no more than four Directors plus such additional number of Directors be as the Investor shall have then designated or nominated, as applicable, in accordance with the following clauses (a) through (d):follows: (a) On Immediately following the Initial Closing DateClosing, the Company shall cause the size of the Board to be increased by one Director, Director and at the Investor’s election, either (x) Xxxxxxx Xxxxxxxxx or (y) one individual, who shall be a Non-U.S. Person and shall be designated by the Investor at least ten Business Days business days prior to the Initial Closing Date, shall to be appointed to the Board as a Class III Director with a term expiring at the Company’s 2018 2012 annual meeting of shareholdersshareholders (the individual so designated and appointed pursuant to this Section 2.01(a), the “Initial Investor Director”). Subject to the other provisions of this Section 2.01, the Initial Investor Director shall remain in office until the earliest of (i) the Extended Expiration Time (at which time the Investor shall cause such Initial Investor Director to unconditionally offer to resign from the Board), (ii) the Company’s 2012 annual meeting of shareholders and (iii) any earlier termination, resignation or removal. (b) By January 2, 2018, the Company shall cause the size of the Board to be increased by one Director, and one individual, who shall be a Non-U.S. Person and shall be designated by the Investor at least ten Business Days prior to such date, to be appointed to the Board as a Class I Director with a term expiring at the Company’s 2019 annual meeting of shareholders. (c) In the event that the Requisite Shareholder Approval is not obtained by October January 31, 20172013, by November February 15, 20172013 (if at such time, the Investor Percentage Interest equals or exceeds 7.2% (provided that, for the purposes of calculating the Investor Percentage Interest to make this determination, Voting Stock issued to the Company’s officers and employees pursuant to the Company’s compensation (including incentive compensation) programs during the period following the date of this Agreement and ending on June 30, 2013, shall be disregarded)), the Company shall have taken all necessary action to create one additional vacancy on the Board (such action may include expanding the size of the Board) and to cause one individual (in addition to the designees designee appointed pursuant to Section 2.01(a)) or (b)), who shall be a Non-U.S. Person, to be designated by Investor prior to October January 31, 2017, 2013 to be appointed to the Board (the individual so designated and appointed pursuant to this Section 2.01(c2.01(b), an the “Additional Investor Director”); provided that the Investor shall designate a Non-U.S. Person to be appointed as the Additional Investor Director if another Investor Director is serving on the Board on January 31, 2013. Subject to the other provisions of this Section 2.01, the Additional Investor Director appointed pursuant to this Section 2.01(c2.01(b) shall remain in office until the earliest of (i) the Extended Expiration Time (at which time the Investor shall cause such Additional Investor Director to unconditionally offer to resign from the Board), (ii) the expiration of the term of the director class joined by such Investor Director, (iii) the receipt of the Requisite Shareholder ApprovalApproval (at which time the Investor shall cause such Additional Investor Director to unconditionally offer to resign from the Board) and (iv) any earlier termination, resignation or removal. (dc) Except as otherwise provided herein, from and after the Initial Closing Date, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board): (i) for so long as both prior to the Acquired Share Percentage is equal to or greater than 40% and the Investor Percentage Interest is equal to or greater than 10%Extended Expiration Time, the Investor shall have the right to designate for nomination by the Board one individual, who shall be a Non-U.S. Person, individual for election at each of the Company’s annual meetings of shareholders at which the Class III Directors are elected, and such individual shall be nominated for such election to the Board as a Class III Director by the Board; (ii) for so long as both the Acquired Share Percentage is equal to or greater than 75% and the Investor Percentage Interest is equal to or greater than 10%, the Investor shall have, in addition to the nomination right set forth in the immediately preceding clause (i), the right to designate for nomination by the Board a second individual, who shall be a Non-U.S. Person, for election at each of the Company’s meetings of shareholders at which Class I Directors are elected, and such individual shall be nominated for such election to the Board as Class I Directors by the Board; (iii) following November February 15, 2017 2013 and prior to the Standstill Extended Expiration DateTime, if the Requisite Shareholder Approval has not been received prior to the meeting of the Board the agenda for which includes nominating a slate of Directors, without modifying or otherwise affecting in addition to the immediately preceding clauses designation right set forth in clause (i) and (ii), the Investor shall have the right to designate for nomination by the Board another individual, who shall be a Non-U.S. Person, one individual for election at each of the Company’s annual meetings of shareholders at which the directors in the class joined by the Additional Investor Director are elected, and such individual shall be nominated for such election to the Board as a director of such class by the Board; and (iii) the Board shall nominate for election all remaining Directors that the Investor is not entitled to nominate pursuant to clauses (i) and (ii) based on the recommendations of the Nominating Committee; provided thatthat (x) the Investor shall designate a Non-U.S. Person to be nominated pursuant to clause (i) or (ii) above if, if following the election at which such nominee will stand for election, assuming such nominee is elected to the Board, there will be two Investor Directors on the Board and (y) if, following nomination of an Investor Director by the Board, the Extended Expiration Time occurs or, with respect to individuals nominated pursuant to clause (ii), the Requisite Shareholder Approval shall have been is received, then the Investor shall immediately lose its right to designate nominees pursuant to this clause clauses (iiii) or (ii); and (iv) the Board , as applicable, and shall nominate for election the remaining Directors that cause any individual designated by the Investor is not entitled to nominate pursuant to clauses (i) or (ii), (ii) and (iii) based on as applicable, to decline to stand for election at the recommendations of applicable shareholder meeting or to offer to resign from the Nominating CommitteeBoard in accordance with Section 2.01(f), as applicable. The Investor shall notify the Company of any proposed nominee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board for the applicable election in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company.

Investor Board Representation. The composition of the Board and manner of selecting members thereof shall at all times consist of no more than four Directors plus such additional number of Directors be as the Investor shall have then designated or nominated, as applicable, in accordance with the following clauses (a) through (d):follows: (a) On Immediately following the Initial Closing DateClosing, the Company shall cause the size of the Board to be increased by one Director, Director and at the Investor’s election, either (x) Xxxxxxx Xxxxxxxxx or (y) one individual, who shall be a Non-U.S. Person and shall be designated by the Investor at least ten Business Days business days prior to the Initial Closing Date, shall be appointed to the Board as a Class III Director with a term expiring at the Company’s 2018 annual meeting of shareholders. (b) By January 2, 2018, the Company shall cause the size of the Board to be increased by one Director, and one individual, who shall be a Non-U.S. Person and shall be designated by the Investor at least ten Business Days prior to such date, to be appointed to the Board as a Class I II Director with a term expiring at the Company’s 2019 2013 annual meeting of shareholdersshareholders (the individual so designated and appointed pursuant to this Section 2.01(a), the “Initial Investor Director”). Subject to the other provisions of this Section 2.01, the Initial Investor Director shall remain in office until the earliest of (i) the Extended Expiration Time (at which time the Investor shall cause such Initial Investor Director to unconditionally offer to resign from the Board), (ii) the Company’s 2013 annual meeting of shareholders and (iii) any earlier termination, resignation or removal. (cb) In the event that the Requisite Shareholder Approval is not obtained by October January 31, 20172013, by November February 15, 20172013 (if at such time, the Investor Percentage Interest equals or exceeds 7.2% (provided that, for the purposes of calculating the Investor Percentage Interest to make this determination, Voting Stock issued to the Company’s officers and employees pursuant to the Company’s compensation (including incentive compensation) programs during the period following the date of this Agreement and ending on June 30, 2013, shall be disregarded)), the Company shall have taken all necessary action to create one additional vacancy on the Board (such action may include expanding the size of the Board) and to cause one individual (in addition to the designees designee appointed pursuant to Section 2.01(a)) or (b)), who shall be a Non-U.S. Person, to be designated by Investor prior to October January 31, 2017, 2013 to be appointed to the Board (the individual so designated and appointed pursuant to this Section 2.01(c2.01(b), an the “Additional Investor Director”); provided that the Investor shall designate a Non-U.S. Person to be appointed as the Additional Investor Director if another Investor Director is serving on the Board on January 31, 2013. Subject to the other provisions of this Section 2.01, the Additional Investor Director appointed pursuant to this Section 2.01(c2.01(b) shall remain in office until the earliest of (i) the Extended Expiration Time (at which time the Investor shall cause such Additional Investor Director to unconditionally offer to resign from the Board), (ii) the expiration of the term of the director class joined by such Investor Director, (iii) the receipt of the Requisite Shareholder ApprovalApproval (at which time the Investor shall cause such Additional Investor Director to unconditionally offer to resign from the Board) and (iv) any earlier termination, resignation or removal. (dc) Except as otherwise provided herein, from and after the Initial Closing Date, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board): (i) for so long as both prior to the Acquired Share Percentage is equal to or greater than 40% and the Investor Percentage Interest is equal to or greater than 10%Extended Expiration Time, the Investor shall have the right to designate for nomination by the Board one individual, who shall be a Non-U.S. Person, individual for election at each of the Company’s annual meetings of shareholders at which the Class III II Directors are elected, and such individual shall be nominated for such election to the Board as a Class III II Director by the Board; (ii) for so long as both the Acquired Share Percentage is equal to or greater than 75% and the Investor Percentage Interest is equal to or greater than 10%, the Investor shall have, in addition to the nomination right set forth in the immediately preceding clause (i), the right to designate for nomination by the Board a second individual, who shall be a Non-U.S. Person, for election at each of the Company’s meetings of shareholders at which Class I Directors are elected, and such individual shall be nominated for such election to the Board as Class I Directors by the Board; (iii) following November February 15, 2017 2013 and prior to the Standstill Extended Expiration DateTime, if the Requisite Shareholder Approval has not been received prior to the meeting of the Board the agenda for which includes nominating a slate of Directors, without modifying or otherwise affecting in addition to the immediately preceding clauses designation right set forth in clause (i) and (ii), the Investor shall have the right to designate for nomination by the Board another individual, who shall be a Non-U.S. Person, one individual for election at each of the Company’s annual meetings of shareholders at which the directors in the class joined by the Additional Investor Director are elected, and such individual shall be nominated for such election to the Board as a director of such class by the Board; and (iii) the Board shall nominate for election all remaining Directors that the Investor is not entitled to nominate pursuant to clauses (i) and (ii) based on the recommendations of the Nominating Committee; provided thatthat (x) the Investor shall designate a Non-U.S. Person to be nominated pursuant to clause (i) or (ii) above if, if following the election at which such nominee will stand for election, assuming such nominee is elected to the Board, there will be two Investor Directors on the Board and (y) if, following nomination of an Investor Director by the Board, the Extended Expiration Time occurs or, with respect to individuals nominated pursuant to clause (ii), the Requisite Shareholder Approval shall have been is received, then the Investor shall immediately lose its right to designate nominees pursuant to this clause clauses (iiii) or (ii); and (iv) the Board , as applicable, and shall nominate for election the remaining Directors that cause any individual designated by the Investor is not entitled to nominate pursuant to clauses (i) or (ii), (ii) and (iii) based on as applicable, to decline to stand for election at the recommendations of applicable shareholder meeting or to offer to resign from the Nominating CommitteeBoard in accordance with Section 2.01(f), as applicable. The Investor shall notify the Company of any proposed nominee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board for the applicable election in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company.